SHERIDAN HEALTHCARE, INC.

                Third Amended and Restated 1995 Stock Option Plan



1.       Purpose

         This Third  Amended and Restated  1995 Stock Option Plan (the  "Plan"),
which was first  adopted  as the SAMA  Holdings,  Inc.  1995 Stock  Option  Plan
effective as of April 27, 1995 and first  amended and restated on July 27, 1995,
is intended as a performance  incentive for  officers,  employees,  consultants,
directors and other key persons of Sheridan  Healthcare,  Inc. (the  "Company"),
its  Subsidiaries  (as hereinafter  defined) or their Affiliates (as hereinafter
defined) to enable the persons to whom options are granted (the  "Optionees") to
acquire or increase a  proprietary  interest in the success of the Company.  The
Company intends that this purpose will be effected by the granting of "incentive
stock options"  ("Incentive  Options") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"),  and  nonqualified  stock options
("Nonqualified  Options").  The term "Subsidiaries" includes any corporations in
which stock  possessing fifty percent or more of the total combined voting power
of all classes of stock is owned directly or indirectly by the Company. The term
"Affiliates" includes all corporations or other entities controlling, controlled
by or under  common  control  with the  Company or any of its  Subsidiaries  and
includes  any  physician,  professional  corporation  or other person to whom or
which the Company or any of its  Subsidiaries  provides  services  pursuant to a
management services agreement or similar arrangements.

2.       Options to be Granted; Administration of the Plan

                  (a)  Options  granted  under the Plan may be either  Incentive
         Options or Nonqualified Options, and shall be designated as such at the
         time  of  grant.  To the  extent  that  any  option  intended  to be an
         Incentive  Option shall fail to qualify as an "incentive  stock option"
         under  the Code,  such  option  shall be  deemed  to be a  Nonqualified
         Option.  Each option granted  hereunder  shall be embodied in a written
         agreement,  as  described  in  Section 4 hereof,  that is signed by the
         Optionee and an authorized officer of the Company.

                  (b) The Plan  shall be  administered  either  by the  Board of
         Directors of the Company (the "Board of  Directors")  or by a committee
         (the "Option Committee") of not fewer than two directors of the Company
         appointed   by  the  Board  of   Directors   (in   either   case,   the
         "Administrator").  None of the members of the Option Committee shall be
         an  officer  or other  full-time  employee  of the  Company.  It is the
         intention of the Company that each member of the Option Committee shall
         be a  "Non-Employee  Director" as that term is defined and  interpreted
         pursuant  to  Rule   16b-3(b)(3)(i)   or  any  successor  rule  thereto
         promulgated under the Securities  Exchange Act of 1934, as amended (the
         "Act"),  and that,  on and after the date the Plan  becomes  subject to
         Section 162(m) of the Code,  each member of the Option  Committee shall
         be an  "outside  director"  as that  term is  defined  and  interpreted
         pursuant to Section 162(m) of the Code and the regulations  promulgated
         thereunder.  Subject to the foregoing requirements of Section 2(b), the
         Compensation  Committee  of the  Board of  Directors  may  serve as the
         Option  Committee.  Action by the Option  Committee  shall  require the
         affirmative vote of a majority of all its members.


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                  (c)  Subject  to the terms  and  conditions  of the Plan,  the
Administrator shall have the power:

                           (i) To determine  from time to time the options to be
                  granted to eligible  persons  under the Plan and to  prescribe
                  the terms and  provisions  (which  need not be  identical)  of
                  options  (including without  limitation,  the number of shares
                  subject to each such option,  the effects upon such options of
                  any  change  in  control  of  the   Company  and  any  vesting
                  provisions  with respect to such  options)  granted  under the
                  Plan to such persons;

                           (ii) To construe  and  interpret  the Plan and grants
                  thereunder  and to  establish,  amend,  and  revoke  rules and
                  regulations  for  administration  of the  Plan  (including  to
                  correct any defect or supply any  omission,  or reconcile  any
                  inconsistency in the Plan, in any option agreement,  or in any
                  related  agreements,  in the  manner  and to  the  extent  the
                  Administrator  shall deem  necessary  or expedient to make the
                  Plan fully effective);

                           (iii)  To   amend   from   time  to   time,   as  the
                  Administrator  may  determine is in the best  interests of the
                  Company,  the  terms  of any  outstanding  options,  including
                  without limitation,  to modify the vesting schedule,  exercise
                  price or expiration date thereof in a manner not  inconsistent
                  with the terms of the Plan; and

                           (iv)  Generally,  to  exercise  such  powers  and  to
                  perform  such acts as are deemed  necessary  or  expedient  to
                  promote the best  interests of the Company with respect to the
                  Plan.

         All decisions and  determinations  by the Administrator in the exercise
         of these  powers  shall be final and  binding  upon the Company and the
         Optionees.

                  (d)   Delegation   of   Authority   to  Grant   Options.   The
         Administrator,  in its discretion,  may delegate to the Chief Executive
         Officer  of  the  Company  or  any   Subsidiary  all  or  part  of  the
         Administrator's authority and duties with respect to Options, including
         the  granting  thereof,  to  individuals  who  are not  subject  to the
         reporting  and other  provisions  of Section 16 of the Act and,  on and
         after the date the Plan becomes  subject to Section 162(m) of the Code,
         who also are not  "covered  employees"  within  the  meaning of Section
         162(m) of the Code. The  Administrator may revoke or amend the terms of
         a  delegation  at any time,  but such action shall not  invalidate  any
         prior actions of the  Administrator's  delegate or delegates  that were
         consistent with the terms of the Plan.

3.       Stock Subject to the Options

         The stock  granted  under the Plan,  or subject to the options  granted
under the Plan, shall be shares of the Company's  authorized but unissued Common
Stock,  par value  $.01 per share  (the  "Common  Stock"),  which may  either be
authorized but unissued shares or treasury shares or shares previously  reserved
for issuance upon  exercise of options  under the Plan,  and allocable to one or

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<PAGE>

more  options (or portions of options)  which have  expired or been  canceled or
terminated  (other  than by  exercise).  The total  number of shares that may be
issued  under the Plan  shall not exceed an  aggregate  of  1,750,000  shares of
Common  Stock.  Options with  respect to no more than  250,000  shares of Common
Stock may be granted to any one individual  during any one calendar year period.
Such number of shares  shall be subject to  adjustment  as provided in Section 7
hereof.

4.       Eligibility

                  (a) Incentive  Options may be granted only to employees of the
         Company  or  its  Subsidiaries,  including  members  of  the  Board  of
         Directors  who are also  employees of the Company or its  Subsidiaries,
         who are eligible to receive an  Incentive  Stock Option under the Code.
         Nonqualified  Options may be granted to officers,  other  employees and
         directors of the Company or its  Subsidiaries,  and to consultants  and
         other  key  persons  who  provide   services  to  the  Company  or  its
         Subsidiaries or their  Affiliates  (regardless of whether they are also
         employees)  and to such other persons as the  Administrator  may select
         from time to time, provided,  however, that no Nonqualified Options may
         be granted  under the Plan to any person  while  serving as a member of
         the Option Committee except as provided in Section 4(d) hereof.

                  (b) No person  shall be  eligible  to  receive  any  Incentive
         Option  under  the  Plan  if,  at  the  date  of  grant,   such  person
         beneficially  owns stock  representing  in excess of ten percent of the
         voting power of all  outstanding  capital stock of the Company,  unless
         notwithstanding  anything in this Plan to the contrary (i) the purchase
         price for Common  Stock  subject to such option is at least 110% of the
         fair  market  value of such  Common  Stock at the time of the grant and
         (ii) the  option by its terms is not  exercisable  more than five years
         from the date of grant thereof.

                  (c)  Notwithstanding  any other  provision  of the  Plan,  the
         aggregate  fair market value  (determined  as of the time the option is
         granted) of the Common  Stock with respect to which  Incentive  Options
         are  exercisable  for the  first  time  by any  individual  during  any
         calendar  year  (under  all plans of the  Company  and its  parent  and
         Subsidiaries)  shall not exceed $100,000.  Any option granted under the
         Plan in excess  of the  foregoing  limitations  shall be deemed to be a
         Nonqualified Option.

                  (d)               (i)  (A)  Each  non-employee  member  of the
                                    Board of Directors of the Company serving in
                                    such  capacity  upon   consummation  of  the
                                    Company's   initial  public  offering  shall
                                    automatically  be  granted  on  such  date a
                                    Nonqualified Option to purchase 7,500 shares
                                    of Common Stock.


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<PAGE>


                                    (B)  Each   person   who  first   becomes  a
                                    non-employee   member   of  the   Board   of
                                    Directors   of   the   Company   after   the
                                    consummation of the Company's initial public
                                    offering shall  automatically  be granted on
                                    the  date  such  person   first   becomes  a
                                    director a  Nonqualified  Option to purchase
                                    7,500 shares of Common Stock.

                                    (C) Each non-employee member of the Board of
                                    Directors  of the  Company  serving  in such
                                    capacity  on the  fifth  business  day after
                                    each   annual   meeting   of   stockholders,
                                    beginning  with  the  1996  annual  meeting,
                                    shall automatically be granted on such day a
                                    Nonqualified Option to purchase 2,500 shares
                                    of Common Stock.

                           (ii) The purchase  price per share of Common Stock of
                  each  Nonqualified  Option granted to a member of the Board of
                  Directors  pursuant  to this  Section  4(d)  shall be the fair
                  market  value of the  Common  Stock on the date the  option is
                  granted.

                           (iii)  Options  granted under this Section 4(d) shall
                  become exercisable in three equal installments, with one-third
                  becoming  exercisable  on the date of grant and an  additional
                  one-third on each of the two successive  anniversaries thereof
                  and shall  expire no later than the tenth  anniversary  of the
                  grant date.

                           (iv) The  provisions of this Section 4(d) shall apply
                  only  to   automatic   grants  of   Nonqualified   Options  to
                  non-employee  directors,  and shall  not be deemed to  modify,
                  limit or otherwise  apply to any other  provisions of the Plan
                  or to any  option  granted  thereunder  to any  other  person,
                  including options granted to non-employee  directors otherwise
                  than pursuant to this Section 4(d).

5.       Terms of the Option Agreements

         Subject to the terms and conditions of the Plan, each option  agreement
shall contain such provisions as the Administrator  shall from time to time deem
appropriate.  Option agreements need not be identical, but each option agreement
by  appropriate  language  shall  include the  substance of all of the following
provisions:

                  (a) Expiration; Termination of Employment. Notwithstanding any
         other  provision  of the Plan or of any option  agreement,  each option
         shall expire not later than the date specified in the option agreement,
         which date in the case of any Incentive  Option shall not be later than
         the tenth  anniversary of the date on which the option was granted.  If
         an  Optionee's   employment  with  the  Company  and  its  Subsidiaries
         terminates  for any reason,  the  Administrator  may in its  discretion
         provide,  at any time,  that any  outstanding  option  granted  to such
         Optionee under the Plan shall be exercisable for such period  following
         termination  of  employment  as may be specified by the  Administrator,
         subject to the expiration date of such option.

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<PAGE>

                  (b)  Exercise.  Each  option  shall  be  exercisable  in  such
         installments  (which  need not be  equal)  and at such  times as may be
         designated  by  the   Administrator.   To  the  extent  not  exercised,
         installments shall accumulate and be exercisable,  in whole or in part,
         at any time after becoming exercisable, but not later than the date the
         option expires.

                  (c) Purchase  Price.  The  purchase  price per share of Common
         Stock subject to each option shall be determined by the  Administrator;
         provided,  however,  that the purchase  price per share of Common Stock
         subject to each Incentive Option shall be not less than the fair market
         value of the Common Stock on the date such Incentive Option is granted.
         For the purposes of the Plan, the fair market value of the Common Stock
         shall  be  determined  in good  faith by the  Administrator;  provided,
         however,  that (i) if the Common  Stock is admitted to quotation on the
         National  Association of Securities Dealers Automated  Quotation System
         ("NASDAQ") Small-Cap Market on the date the option is granted, the fair
         market  value shall not be less than the average of the highest bid and
         lowest  asked  prices of the Common  Stock on NASDAQ  reported for such
         date,  (ii) if the Common  Stock is  admitted  to trading on a national
         securities  exchange  or the  NASDAQ  National  Market  on the date the
         option is  granted,  the fair  market  value shall not be less than the
         closing price  reported for the Common Stock on such exchange or system
         for such date or, if no sales were reported for such date, for the last
         date preceding  such date for which a sale was reported,  and (iii) the
         fair  market  value of the Common  Stock on the  effective  date of the
         registration  statement for the Company's initial public offering shall
         be the initial offering price.

                  (d) Rights of Optionees.  No Optionee  shall be deemed for any
         purpose  to be the owner of any shares of Common  Stock  subject to any
         option  unless  and  until (i) the  option  shall  have been  exercised
         pursuant to the terms thereof,  (ii) all requirements  under applicable
         law and regulations  shall have been complied with to the  satisfaction
         of the Company,  (iii) the Company  shall have issued and delivered the
         shares to the Optionee,  and (iv) the  Optionee's  name shall have been
         entered  as a  stockholder  of  record  on the  books  of the  Company.
         Thereupon,  the  Optionee  shall have full  voting,  dividend and other
         ownership rights with respect to such shares of Common Stock.

                  (e)   Transfer.   No  option   granted   hereunder   shall  be
         transferable  by the  Optionee  other  than by  will or by the  laws of
         descent and  distribution,  and such option may be exercised during the
         Optionee's  lifetime  only by the  Optionee,  or his or her guardian or
         legal representative.  Notwithstanding the foregoing, the Administrator
         may permit an  optionee  to  transfer,  without  consideration  for the
         transfer,  a Nonqualified Option to members of his immediate family, to
         trusts for the benefit of such family members, to partnerships in which
         such  family   members  are  the  only   partners,   or  to  charitable
         organizations,  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 agreement.




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<PAGE>



6.       Method of Exercise; Payment of Purchase Price

                  (a) Any option  granted under the Plan may be exercised by the
         Optionee  in  whole  or in part by  delivering  to the  Company  on any
         business day a written notice specifying the number of shares of Common
         Stock the Optionee then desires to purchase (the "Notice").

                  (b) Payment for the shares of Common Stock purchased  pursuant
         to the exercise of an option shall be made either:  (i) in cash,  or by
         certified  or bank check or other  payment  acceptable  to the Company,
         equal to the option  exercise price for the number of shares  specified
         in the Notice (the "Total  Option  Price");  (ii) if  authorized by the
         applicable  option  agreement  and if  permitted by law, by delivery of
         shares of Common Stock that the optionee may freely  transfer  having a
         fair market value, determined by reference to the provisions of Section
         5(c) hereof, equal to or less than the Total Option Price, plus cash in
         an amount  equal to the excess,  if any, of the Total Option Price over
         the fair market value of such shares of Common  Stock;  or (iii) by the
         Optionee delivering the Notice to the Company together with irrevocable
         instructions to a broker to promptly  deliver the Total Option Price to
         the  Company in cash or by other  method of payment  acceptable  to the
         Company;  provided,  however,  that the  Optionee  and the broker shall
         comply with such procedures and enter into such agreements of indemnity
         or other  agreements as the Company  shall  prescribe as a condition of
         payment under this clause (iii).

                  (c) The delivery of certificates representing shares of Common
         Stock to be  purchased  pursuant  to the  exercise of an option will be
         contingent upon the Company's  receipt of the Total Option Price and of
         any  written   representations   from  the  Optionee  required  by  the
         Administrator,  and the fulfillment of any other requirements contained
         in the option  agreement or  applicable  provisions  of law  (including
         payment of any amount  required to be withheld by the Company  pursuant
         to applicable law).

7.       Adjustment Upon Changes in Capitalization

                  (a) If the shares of the Company's Common Stock as a whole are
         increased,  decreased, changed into or exchanged for a different number
         or kind of shares or securities of the Company, whether through merger,
         consolidation,  reorganization,   recapitalization,   reclassification,
         stock dividend, stock split, combination of shares, exchange of shares,
         change  in  corporate   structure  or  the  like,  an  appropriate  and
         proportionate adjustment shall be made in the number and kind of shares
         subject to the Plan,  and in the number,  kind,  and per share exercise
         price of shares  subject to  unexercised  options or  portions  thereof
         granted prior to any such change.  In the event of any such  adjustment
         in an outstanding  option, the Optionee thereafter shall have the right
         to  purchase  the number of shares  under such  option at the per share
         price,  as so adjusted,  which the Optionee could purchase at the total
         purchase  price  applicable  to the  option  immediately  prior to such
         adjustment.



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<PAGE>



                  (b)  Adjustments  under this Section 7 shall be  determined by
         the  Administrator  and such  determinations  shall be conclusive.  The
         Administrator  shall have the discretion and power in any such event to
         determine and to make effective  provision for acceleration of the time
         or  times  at  which  any  option  or  portion   thereof  shall  become
         exercisable. No fractional shares of Common Stock shall be issued under
         the Plan on account of any adjustment specified above.

8.       Effect of Certain Transactions

                  (a) In the case of a Change of Control (as defined below), all
         outstanding  options  shall  automatically   become  fully  exercisable
         whether or not such options were exercisable immediately prior thereto.
         Unless  provision is made in connection with such Change of Control for
         the assumption of options theretofore  granted, or the substitution for
         such options of new options of the successor  entity or parent  thereof
         (with  appropriate  adjustment  as to the number and kind of shares and
         the per share exercise prices,  as provided in Section 7), the Plan and
         the options issued hereunder shall terminate upon the  effectiveness of
         such  Change  of  Control.  In  the  event  of  such  termination,  all
         outstanding  options shall be  exercisable in full for at least fifteen
         days prior to the date of such  termination  whether  or not  otherwise
         exercisable during such period.

                  (b) "Change of Control"  shall mean the  occurrence of any one
         of the following events:

                           (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  of 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  in excess of 50% of either (A) 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") or (B) the
                  then  outstanding  shares of Common  Stock of the  Company (in
                  either 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 of the
                  Plan,   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 or nomination  for election was approved by a vote of
                  at least a majority  of the  Incumbent  Directors  shall,  for
                  purposes of this Plan, be  considered  an Incumbent  Director;
                  or,



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                           (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 80% 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  Common  Stock or other  Voting  Securities  outstanding,
increases (x) the  proportionate  number of shares of Common Stock  beneficially
owned by any person in excess of 50% or more of the shares of Common  Stock then
outstanding  or (y) the  proportionate  voting power  represented  by the Voting
Securities  beneficially  owned by any  person  in  excess of 50% or more of the
combined  voting  power of all then  outstanding  Voting  Securities;  provided,
however,  that if any person  referred to in clause (x) or (y) of this  sentence
shall thereafter  become the beneficial owner of any additional shares of Common
Stock or other Voting  Securities  (other than pursuant to a stock split,  stock
dividend, or similar transaction), then a "Change of Control" shall be deemed to
have occurred for purposes of the foregoing clause (i).

9.       Tax Withholding

                  (a) Payment by Optionee.  Each Optionee  shall,  no later than
         the date as of which the value of any option  granted  hereunder  or of
         any Common Stock issued upon the exercise of such option first  becomes
         includible  in the gross income of the Optionee for federal  income tax
         purposes  (the "Tax Date"),  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.  In the event that an Optionee has not made the
         arrangements  described  in this  Section  9(a)  and  has  not  made an
         election under this Section 9(b) on or before the Tax Date, the Company
         is hereby  authorized  to withhold the amount of any federal,  state or
         local  taxes of any kind  required  by law with  respect to such income
         from any payment otherwise due to the Optionee.

                  (b)   Payment  in  Shares.   Subject   to   approval   by  the
         Administrator,  an  Optionee  may  elect to have  such tax  withholding
         obligation  satisfied,  in  whole or in part,  by (i)  authorizing  the
         Company to withhold  from shares of Common Stock to be issued  pursuant
         to an option  exercise a number of shares with an aggregate fair market
         value  (determined by the Administrator in accordance with Section 5(c)

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<PAGE>


         as of the date the  withholding  is  effected)  that would  satisfy the
         withholding  amount due, or (ii)  transferring to the Company shares of
         Common Stock owned by the Optionee with an aggregate  fair market value
         (determined by the  Administrator in accordance with Section 5(c) as of
         the  date  the   withholding   is  effected)  that  would  satisfy  the
         withholding amount due.

10.      Amendment of the Plan

         The Board of Directors  may  discontinue  the Plan or amend the Plan at
any time, and from time to time,  subject to any required  regulatory  approval,
provided  that any such  amendment is also approved by the  stockholders  of the
Company if it would materially increase the benefits accruing to Optionees under
the Plan, or to the extent required by the Code to ensure that Incentive Options
granted  under  the  Plan  are  qualified  under  Section  422 of the Code or if
determined by the Administrator to be necessary or advisable for purposes of the
Act or otherwise.  Except as otherwise  provided,  an amendment shall be binding
upon options  previously  granted under the Plan unless the amendment  adversely
affects the rights of an  Optionee,  in which event the consent of the  Optionee
shall be  required  with  respect to any portion of such  amendment  having such
effect.

11.      Nonexclusivity of the Plan

         Neither  the  adoption  of the Plan by the Board of  Directors  nor the
submission of the Plan to the  stockholders of the Company for approval shall be
construed as creating any  limitations on the power of the Board of Directors to
adopt such other incentive  arrangements  as it may deem  desirable,  including,
without limitation,  the granting of stock or stock options otherwise than under
the Plan, and such  arrangements may be either  applicable  generally or only in
specific  cases.  Neither  the Plan nor any option  granted  hereunder  shall be
deemed to confer upon any employee any right to  continued  employment  with the
Company or its Subsidiaries or their Affiliates.

12.      Government and Other Regulations; Governing Law

                  (a) The  obligation of the Company to sell and deliver  shares
         of Common Stock with respect to options granted under the Plan shall be
         subject to all applicable laws,  rules and  regulations,  including all
         applicable  federal and state securities laws, and the obtaining of all
         such approvals by governmental  agencies as may be deemed  necessary or
         appropriate by the Administrator.

                  (b) The Plan shall be governed by Delaware law,  except to the
extent that such law is preempted by federal law.





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3.       Effective Date of the Plan; Stockholder Approval

         The Plan shall  become  effective  upon the date that it is approved by
the Board of Directors of the Company; provided, however, that the Plan shall be
subject  to the  approval  of the  Company's  stockholders  in  accordance  with
applicable laws and regulations  within twelve months of such effective date. No
options  granted  under  the Plan  prior  to such  stockholder  approval  may be
exercised until such approval has been obtained. No options may be granted under
the Plan after the tenth anniversary of the effective date of the Plan.




                                    * * * * *




Approved by Board of Directors: July 27, 1995

Approved by Stockholders:  August 17, 1995

Amended by Board of Directors:  February 26, 1997

Approved by Stockholders:  May 15, 1997

Approved by Stockholders:  June 24, 1998





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