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                                                               Exhibit 10.1


                              MACKIE DESIGNS INC.

                                    SECOND
                             AMENDED AND RESTATED
                            1995 STOCK OPTION PLAN







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                              MACKIE DESIGNS INC.

                          SECOND AMENDED AND RESTATED
                             1995 STOCK OPTION PLAN


     1.   Purposes.  The purposes of this Mackie Designs Inc. Second Amended
and Restated 1995 Stock Option Plan ("Plan") are to:

          1.1  Closely associate the interests of the management of Mackie
     Designs Inc. ("Company") and its subsidiaries with the shareholders of
     the Company by reinforcing the relationship between participants'
     rewards and shareholder gains;

          1.2  Provide management with an equity ownership in the Company
     commensurate with the Company's and its subsidiaries' performance as
     reflected in increased value of the Company's common shares;

          1.3  Maintain competitive compensation levels;

          1.4  Provide a means whereby the Company can continue to attract,
     motivate, and retain key employees who can contribute materially to the
     Company's and its subsidiaries' growth and success; and

          1.5  Provide a means whereby the Company and its subsidiaries can
     continue to attract, motivate and retain the services of selected
     non-employee agents, consultants, advisors, persons involved in the sale
     or distribution of the Company's and its subsidiaries' products and
     independent contractors of the Company and its subsidiaries.

     2.   Administration.  This Plan shall be administered by the Board of
Directors of the Company ("Board") or, in the event the Board shall appoint
and/or authorize a committee to administer this Plan, by a committee of the
Board consisting of at least two (2) non-employee directors ("Committee").
The administrator of this Plan, whether the Board or Committee, shall
hereinafter be referred to as the "Plan Administrator."  The Plan
Administrator shall administer the Plan in accordance with the following:

          2.1  Incapacity of Plan Administrator.  No member of the Board or
     the Committee shall vote with respect to the granting of an option
     created under this Plan ("Option(s)") to himself or herself.  Any Option
     granted to a director for his or her services as such shall not be
     effective until approved by the full Board.

          2.2  Registration Under The Securities Act.  If the Company
     registers any of its equity securities pursuant to Section 12(b) or
     12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
     Act") and any officers or directors are eligible to receive Options, the
     following provisions shall apply to the administration of this Plan with
     respect to grants made to directors, officers or other Optionees (as
     hereinafter defined) affected by Section 16(b) of the Exchange Act.  The
     Plan Administrator shall be

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     constituted at all times so as to meet the requirements of Section 16(b)
     of the Exchange Act, as amended from time to time.  The members of any
     committee serving as Plan Administrator shall be appointed by the Board
     for such term as the Board may determine. The Board may from time to
     time remove members from, or add members to, the committee.  Vacancies
     on the committee, however caused, may be filled by the Board.
     Currently, the Plan Administrator is a Committee, of which all members
     are disinterested.  If, at any time, an insufficient number of
     disinterested non-employee directors is available to serve on such
     committee, interested non-employee directors may serve on the committee;
     however, during such time, no Options shall be granted to any person if
     the granting of such Option would not meet the requirements of Section
     16(b) of the Exchange Act.  For purposes of this Section 2, a
     disinterested director shall be a member of the Board who meets the
     definition of "disinterested person" as set forth in the rules and
     regulations promulgated under Section 16(b) of the Exchange Act, as
     amended from time to time (the "16(b) Rules").  Currently, a
     disinterested director for purposes of this Section 2 is a member of the
     Board who for one (1) year prior to service as an administrator of this
     Plan has not been (and during service as a Plan Administrator, will not
     be) granted or awarded equity securities, including options for equity
     securities pursuant to this Plan or any other plan of the Company or its
     affiliates, except for certain exclusions described in Rule 16b-3.  For
     purposes of this Section 2, a non-employee director shall be a member of
     the Board who meets the definition of "non-employee director" as set
     forth in the 16(b) Rules. Currently, a non-employee director is a member
     of the Board who (i) is not currently an officer of the Company or a
     parent or subsidiary of the Company, or otherwise currently employed by
     the Company or a parent or subsidiary of the Company; (ii) does not
     receive compensation, either directly or indirectly, from the Company or
     a parent or subsidiary of the Company, for services rendered as a
     consultant or in any capacity other than as a director, except for an
     amount that does not exceed the dollar amount for which disclosure would
     be required pursuant to Item 404(a) of Regulation S-K promulgated under
     the Exchange Act (("S-K"); (iii) does not possess an interest in any
     other transaction for which disclosure would be required pursuant to
     Item 404(b) of S-K; and (iv) is not engaged in a business relationship
     for which disclosure would be required pursuant to Item 404(b) of S-K.

          2.3  Procedures.  The Board may designate one of the members of the
     Plan Administrator as chairman.  The Plan Administrator may hold
     meetings at such times and places as it shall determine.  The acts of a
     majority of the members of the Plan Administrator present at meetings at
     which a quorum exists, or acts reduced to or approved in writing by all
     Plan Administrator members, shall be valid acts of the Plan
     Administrator.

          2.4  Responsibilities.  Except for the terms and conditions
     explicitly set forth in this Plan, the Plan Administrator shall have the
     authority, in its discretion, to determine all matters relating to the
     Options, including selection of the individuals to be granted Options,
     the number of shares to be subject to each Option, the exercise price
     for such Option ("Exercise Price"), and all other terms and conditions
     of the Options.  The

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     interpretation and construction by the Plan Administrator of any terms
     or provisions of this Plan or any Option, or of any rule or regulation
     promulgated in connection with this Plan, shall be conclusive and
     binding on all interested parties, so long as such interpretation and
     construction with respect to incentive stock options correspond to the
     requirements of Section 422 of the Internal Revenue Code of 1986, as
     amended ("Code"), and the regulations issued thereunder, and any
     amendment or successor sections or regulations.

          2.5  Section 16(b) Compliance and Bifurcation of Plan.  If the
     Company registers any of its equity securities pursuant to Sections
     12(b) and 12(g) of the Exchange Act, it is the intention of the Company
     that this Plan then comply in all respects with Rule 16b-3 under the
     Exchange Act and, if any Plan provision is later found not to be in
     compliance with such Section, the provision shall be deemed null and
     void.  In all events, the Plan shall be construed in favor of its
     meeting the requirements of Rule 16b-3. Notwithstanding anything in the
     Plan to the contrary, the Board, in its absolute discretion, may
     bifurcate the Plan so as to restrict, limit or condition the use of any
     provision of the Plan to participants who are officers and directors
     subject to Section 16(b) of the Exchange Act without so restricting,
     limiting or conditioning the Plan with respect to other participants.

     3.   Stock Subject to This Plan.  The stock subject to this Plan shall
be the Company's common stock ("Common Stock").  The Company shall have
authorized and have in reserve for issuance at the time of exercise of any
Option a sufficient number of shares of Common Stock to meet the Company's
obligation. The maximum number of shares of Common Stock which may be issued
under the Plan shall be three million five hundred thousand (3,500,000).  If
any Option expires or is surrendered, exchanged for another Option, cancelled
or terminated for any reason without having been exercised in full, the
unpurchased shares subject to such Option shall again be available for
purposes of this Plan, including for replacement Options which may be granted
in exchange for such expired, exchanged, surrendered, cancelled or terminated
Options.

     4.   Eligibility.  An incentive stock option in accordance with Section
422 of the Code ("Incentive Option") may be granted only to an individual
who, at the time the option is granted, is an employee of the Company or a
related corporation, as defined below, and who the Plan Administrator may
from time to time select for participation in this Plan.  Members of the
Board shall not be eligible for grants of Incentive Options unless they are
also employees of the Company or any of its related corporations.  At the
discretion of the Plan Administrator, employees, officers, directors of the
Company or any of its related corporations (including non-employee
directors), selected non-employee agents, consultants, advisors, persons
involved in the sale or distribution of the Company's or related
corporations' products and independent contractors of the Company or any of
its related corporations also may receive stock options which are not
qualified under Section 422 of the Code ("Nonqualified Option") (Qualified
and Nonqualified Options are included collectively within the term "Options"
as used in this Plan).  Any party to whom an Option is granted shall be
referred to as an "Optionee."

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As used in this Plan, the term "related corporation," when referring to a
subsidiary corporation, shall mean any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if, at the
time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock of
one of the other corporations in such chain.  When referring to a parent
corporation, the term "related corporation" shall mean any corporation (other
than the Company) in an unbroken chain of corporations ending with the
Company if, at the time of granting of the Option, each of the corporations
other than the Company owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock of one of the other
corporations in such chain.

     5.   Terms and Conditions of Options.  Options granted under this Plan
shall be evidenced by written agreements which shall contain such terms,
conditions, limitations and restrictions as the Plan Administrator shall deem
advisable and which are not inconsistent with this Plan.  Notwithstanding the
foregoing, Option agreements shall include or incorporate by reference the
following terms and conditions:

          5.1  Number of Shares.  Each Option agreement shall state the
     number of shares of stock subject to the Option;

          5.2  Option Price.  The Option agreement shall state the Exercise
     Price per share, and the Plan Administrator shall act in good faith to
     establish the Exercise Price as follows:

          5.2.1     Incentive Options.  Subject to subsection 5.2.3, the
     Exercise Price of Incentive Options shall be not less than the fair
     market value per share of the Common Stock at the time the Incentive
     Option is granted;

          5.2.2     Incentive Options to Greater than 10% Shareholders.  With
     respect to Incentive Options granted to shareholders then holding
     greater than ten percent (10%) of the then-issued and outstanding shares
     of voting stock of the Company, the Exercise Price shall be as required
     by Section 6;

          5.2.3     Fair Market Value.  With respect to Incentive Options,
     the fair market value per share of the Common Stock shall be determined
     by the Plan Administrator in good faith at the time the Incentive Option
     is granted;

          5.2.4     Nonqualified Options.  The Exercise Price of Nonqualified
     Options shall be as is determined by the Plan Administrator in good
     faith at the time of their issuance.

          5.3  Term, Maturity and Vesting.  Subject to the restrictions
     contained in Sections 5.8 and 6, the term of each Incentive Option shall
     be ten (10) years from the date it is granted unless a shorter period of
     time is established by the Plan

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     Administrator, but in no event shall the term of any Incentive Option
     exceed ten (10) years.  The term of each Nonqualified Option shall also
     be ten (10) years from the date it is granted unless a shorter period of
     time is established by the Plan Administrator.  The Plan Administrator
     shall specify which Options granted hereunder are Incentive Options and
     which are Nonqualified Options.

          No Option shall be exercisable until it has vested.  The vesting
     schedule for each Option shall be specified by the Plan Administrator at
     the time of grant;  provided, that if no vesting schedule is specified
     at the time of grant, the Option shall vest according to the following
     schedule:

<TABLE>
<CAPTION>

                 Number of Years                   Percentage of
             Following Date of Grant            Total Option Vested
             -----------------------            -------------------
                     <S>                               <C>
                       One                               25%
                       Two                               50%
                      Three                              75%
                       Four                             100%
</TABLE>

          The Plan Administrator may specify a vesting schedule for all or
     any portion of an Option based on the achievement of performance
     objectives established in advance of the commencement by the Optionee of
     services related to the achievement of the performance objectives.
     Performance objectives shall be expressed in terms of one or more of the
     following: return on equity, return on assets, share price, market
     share, sales, earnings per share, costs, net earnings, net worth,
     inventories, cash and cash equivalents, gross margin or the Company's
     performance relative to its internal business plan.  Performance
     objectives may be in respect of the performance of the Company as a
     whole (whether on a consolidated or unconsolidated basis), a related
     corporation, or a subdivision, operating unit, product or product line
     of either of the foregoing.  Performance objectives may be absolute or
     relative and may be expressed in terms of a progression or a range.  An
     option which is exercisable (in whole or in part) upon the achievement
     of one or more performance objectives may be exercised only following
     written notice to the  Optionee and the Company by the Plan
     Administrator that the performance objective has been achieved.

          5.4  Exercise.  Subject to the limitations on exercise described in
     subsection 5.3 above and any additional holding period required by
     applicable law, each Option may be exercised in whole or in part;
     provided, however, that only whole shares will be issued pursuant to the
     exercise of any Option.  During an Optionee's lifetime, any Options
     granted under this Plan are personal to him or her and are exercisable
     solely by such Optionee.  Options shall be exercised by delivery to the
     Company of a written notice of the number of shares with respect to
     which the Option is to be exercised, together with payment of the
     Exercise Price in accordance with Section 5.5.

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          5.5  Payment of Exercise Price.  Payment of the Exercise Price
     shall be made in full at the time the written notice of exercise of an
     Option is delivered to the Company, and shall be in cash, bank certified
     or cashier's check or personal check (unless at the time of exercise the
     Plan Administrator in a particular case determines not to accept a
     personal check) for the Common Stock being purchased.  The Plan
     Administrator can determine in its discretion (i) at the time an
     Incentive Option is granted, or (ii) at any time before exercise of
     Nonqualified Options, that additional forms of payment will be
     permitted, including installment payments on such terms and over such
     period as the Plan Administrator may determine.  To the extent permitted
     by the Plan Administrator and applicable laws and regulations
     (including, but not limited to, federal tax and securities laws and
     regulations and state corporate law), an option may be exercised by:

               5.5.1     Delivery of Common Stock.  Delivery of shares of
          Common Stock held by an Optionee having a fair market value equal
          to the Exercise Price, such fair market value to be determined in
          good faith by the Plan Administrator;

               5.5.2     Delivery of Promissory Note.  Delivery of a
          full-recourse promissory note executed by the Optionee;
          provided that (i) such note if delivered in connection with an
          Incentive Option shall, and such note if delivered in
          connection with a Nonqualified Option may, bear interest at a
          rate specified by the Plan Administrator, but in no case less than
          the rate required to avoid imputation of interest (taking into
          account any exceptions to the imputed interest rules) for
          federal income tax purposes; (ii) the Plan Administrator shall
          specify the term and other provisions of such note at the time
          an Incentive Option is granted or at any time prior to
          exercise of a Nonqualified Option; (iii) the Plan Administrator may
          require that the Optionee pledge the Optionee's shares to the
          Company for the purpose of securing the payment of such note,
          and may require that the certificate representing such shares
          be held in escrow to perfect the Company's security interest;
          (iv) the note provides that ninety (90) days following the
          Optionee's termination of employment with the Company or a
          related Corporation, the entire outstanding balance under the note
          shall become due and payable, if not previously due and
          payable; and (v) the Plan Administrator in its sole discretion
          may at any time after granting an Option restrict or rescind
          the right to pay using a promissory note upon written
          notification to any Optionee;

               5.5.3     Delivery of Sale Proceeds. Delivery of a properly
          executed written exercise notice, together with irrevocable
          instructions to a broker, all in accordance with the regulations of
          the Federal Reserve Board, to promptly deliver to the Company the
          amount of sale or loan proceeds to pay the exercise price and any
          federal, state or local withholding tax obligations that may arise
          in connection with the exercise; provided, that the Plan
          Administrator may at any time determine that this section 5.5.3, to
          the extent the instructions to the broker call for an immediate
          sale of the shares, shall not be available to any Optionee

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          who is subject to Section 16(b) of the Exchange Act if such
          transaction would result in a violation of Section 16(b), or if
          such Optionee is not an employee at the time of exercise;

               5.5.4     Delivery of Withholding Notice.  Delivery of a
          properly executed written exercise notice together with
          instructions to the Company to withhold upon exercise, from the
          shares that would otherwise be issued, that number of shares having
          a fair market value equal to the Exercise Price.

          5.6  Withholding Tax Requirement.  The Company or any related
     entity shall have the right to retain and withhold from any payment of
     cash or Common Stock under this Plan the amount of taxes required by any
     government to be withheld or otherwise deducted and paid with respect to
     such payment. At its discretion, the Company may require an Optionee
     receiving shares of Common Stock to reimburse the Company for any such
     taxes required to be withheld by the Company, and may withhold any
     distribution in whole or in part until the Company is so reimbursed.  In
     lieu of such withholding or reimbursement, the Company shall have the
     right to withhold from any other cash amounts due or to become due from
     the Company to the Optionee an amount equal to such taxes or to retain
     and withhold a number of shares having a market value not less than the
     amount of such taxes required to be withheld by the Company to reimburse
     the Company for any such taxes and cancel (in whole or in part) any such
     shares so withheld.  If required by Section 16(b) of the Exchange Act,
     the election to pay withholding taxes by delivery of shares held by any
     person who at the time of exercise is subject to Section 16(b) of the
     Exchange Act, shall be made during the quarterly 10-day window period
     required under Section 16(b) of the Exchange Act for exercises of stock
     appreciation rights.

          5.7  Non-assignability of Option.  Options and the rights and
     privileges conferred by this Plan shall not be transferred, assigned or
     pledged in any manner (whether by operation of law or otherwise) other
     than by will or by the applicable laws of descent and distribution,
     except that the Plan Administrator may also in its discretion allow
     transferability of Nonqualified Options only by gift to members of the
     Optionee's family, including grandparents, parents, spouses, siblings,
     children, grandchildren and great-grandchildren, or trusts or
     partnerships for the benefit of such family members, or to charitable
     organizations.  Options and the rights and privileges conferred by this
     Plan shall not be subject to execution, attachment or similar process.
     Any attempt to transfer, assign, pledge or otherwise dispose of any
     Option or of any right or privilege conferred by this Plan, contrary to
     the Code or to the provisions of this Plan, or the sale or levy or any
     attachment or similar process upon the rights and privileges conferred
     by this Plan shall be null and void.  Notwithstanding the foregoing, an
     Optionee may, during the Optionee's lifetime, designate a person who may
     exercise the Option after the Optionee's death by giving written notice
     of such designation to the Plan Administrator.  Such designation may be
     changed from time to time by the Optionee giving written notice to the
     Plan Administrator revoking any earlier designation and making a new
     designation.  In the event that no such designation is

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     made, the executor or personal representative of the Optionee's estate
     shall have any rights then remaining to the Optionee or his estate under
     this Plan.

          5.8  Duration of Option.  Vested Options shall terminate, to the
     extent not previously exercised, upon the occurrence of the first of the
     following events:  (i) the expiration of the Option, as designated by
     the Plan Administrator in accordance with Section 5.3 above; (ii)  the
     date of an Optionee's termination of employment with the Company or any
     related corporation for cause (as determined in the sole discretion of
     the Plan Administrator); (iii) the expiration of ninety (90) days from
     the date of an Optionee's termination of employment with the Company or
     any related corporation for any reason whatsoever other than cause,
     death or Disability (as defined below) unless the exercise period is
     extended by the Plan Administrator until a date not later than the
     expiration date of the Option; or (iv) the expiration of one year from
     (A) the date of death of the Optionee or (B) cessation of an Optionee's
     employment by reason of Disability (as defined below) unless, the
     exercise period is extended by the Plan Administrator until a date not
     later than the expiration date of the Option.  If an Optionee's
     employment is terminated by death, any Option held by the Optionee shall
     be exercisable only by the person or persons to whom such Optionee's
     rights under such Option shall pass by the Optionee's will or by the
     laws of descent and distribution of the state or county of the
     Optionee's domicile at the time of death.  For purposes of the Plan,
     unless otherwise defined in the Agreement, "Disability" shall mean any
     physical, mental or other health condition which substantially impairs
     the Optionee's ability to perform his or her assigned duties for one
     hundred twenty (120) days or more in any two hundred forty (240) day
     period or that can be expected to result in death.  The Plan
     Administrator shall determine whether an Optionee has incurred a
     Disability on the basis of medical evidence acceptable to the Plan
     Administrator.  Upon making a determination of Disability, the Plan
     Administrator shall, for purposes of the Plan, determine the date of an
     Opionee's termination of employment.

          Unless accelerated in accordance with Section 7, unvested Options
     shall terminate immediately upon termination of employment of the
     Optionee by the Company for any reason whatsoever, including death or
     Disability. For purposes of this Plan, transfer of employment between or
     among the Company and/or any related corporation shall not be deemed to
     constitute a termination of employment with the Company or any related
     corporation.  For purposes of this subsection with respect to Incentive
     Stock Options, employment shall be deemed to continue while the Optionee
     is on military leave, sick leave or other bona fide leave of absence (as
     determined by the Plan Administrator).  The foregoing not withstanding,
     employment shall not be deemed to continue beyond the first ninety (90)
     days of such leave, unless the Optionee's re-employment rights are
     guaranteed by statute or by contract.

          5.9  Status of Shareholder.  Neither the Optionee nor any party to
     which the Optionee's rights and privileges under the Option may pass
     shall be, or shall have any of the rights or privileges of, a
     shareholder of the Company with respect to any of the

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     shares issuable upon the exercise of any Option unless and until such
     Option has been exercised.

          5.10 Right to Terminate Employment.  Nothing in this Plan or in any
     Option shall confer upon any Optionee any right to continue in the
     employ of the Company or of a related entity, or to interfere in any way
     with the right of the Company or of any related corporation to
     terminate, at will, his or her employment or other relationship with the
     Company at any time.

          5.11 Modification and Amendment of Option.  Subject to the
     requirements of Code Section 422 with respect to Incentive Options and
     to the terms, conditions and limitations of this Plan, the Plan
     Administrator may modify or amend outstanding Options.  The modification
     or amendment of an outstanding Option shall not, without the consent of
     the Optionee, impair or diminish any of his or her rights or any of the
     obligations of the Company under such Option.  Except as otherwise
     provided in this Plan, no outstanding Option shall be terminated without
     the consent of the Optionee.  Unless the Optionee agrees otherwise, any
     changes or adjustments made to outstanding Incentive Options shall be
     made in such a manner so as not to constitute a "modification" as
     defined in Code Section 424(h) and so as not to cause any Incentive
     Option to fail to continue to qualify as an "incentive stock option" as
     defined in Code Section 422(b).

          5.12 Limitation on Value for Incentive Options.  As to all
     Incentive Options, to the extent that the aggregate fair market value of
     the Common Stock with respect to which Incentive Options are exercisable
     for the first time by the Optionee during any calendar year (under this
     Plan and all other incentive stock option plans of the Company, a
     related corporation or a predecessor corporation) exceeds $100,000,
     those Options (or the portion of an Option) beyond the $100,000
     threshold shall be treated as Nonqualified Options.  If the Internal
     Revenue Service publicly rules, issues a private ruling to the Company,
     any Optionee, or any legatee, personal representative or distributee of
     an Optionee or issues regulations changing or eliminating such annual
     limit, the dollar limitation in the preceding sentence shall be adjusted
     correspondingly.

     6.   Greater Than 10% Shareholders.  In the case of Incentive Options
granted to employees who own at the time of their grant ten percent (10%) or
more of the then-issued and outstanding voting stock of the Company, the
following rules shall apply:

          6.1  Exercise Price and Term of Incentive Options.  If Incentive
     Options are granted to employees who own more than ten percent (10%) of
     the total combined voting power of all classes of stock of the Company
     or any related corporation, the term of such individual's Incentive
     Options shall not exceed five (5) years and the Exercise Price shall be
     not less than one hundred ten percent (110%) of the fair market value of
     the Common Stock at the time the Incentive Option is granted.  This
     provision shall control notwithstanding any contrary terms contained in
     an Option agreement or any other document.

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          6.2  Attribution Rule.  For purposes of subsection 6.1, in
     determining stock ownership, an employee shall be deemed to own such
     shares as are owned by those persons or entities defined in Code Section
     424.  For purposes of this Section 6, stock owned by an employee shall
     include all stock actually issued and outstanding immediately before the
     grant of the Incentive Option to the employee.

     7.   Adjustments Upon Changes in Capitalization.  The aggregate number
and class of shares for which Options may be granted under this Plan, the
number and class of shares covered by each outstanding Option and the
Exercise Price per share thereof (but not the total price), and each such
Option, shall all be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock of the Company resulting from a
split-up or consolidation of shares or any like capital adjustment, or the
payment of any stock dividend.

          7.1  Effect of Liquidation, Reorganization or Change in Control.

          7.1.1     Cash, Stock or Other Property for Stock.  Except as
     provided in subsection 7.1.2, upon a merger (other than a merger of the
     Company in which the holders of Common Stock immediately prior to the
     merger have the same proportionate ownership of Common Stock in the
     surviving corporation immediately after the merger), consolidation,
     acquisition of property or stock, separation, reorganization (other than
     a mere reincorporation or the creation of a holding company) or
     liquidation of the Company, as a result of which the shareholders of the
     Company receive cash, stock or other property in exchange for or in
     connection with their shares of Common Stock, any Option granted under
     this Plan shall terminate, but the Optionee shall have the right
     immediately prior to any such merger, consolidation, acquisition of
     property or stock, separation, reorganization or liquidation to exercise
     such Option in whole or in part, to the extent the vesting requirements
     set forth in the Option agreement have been satisfied, unless stated
     otherwise in the Optionee's individual Option agreement.

          7.1.2     Conversion of Options on Stock for Stock Exchange.  If
     the shareholders of the Company receive capital stock of another
     corporation ("Exchange Stock") in exchange for their shares of Common
     Stock in any transaction involving a merger (other than a merger of the
     Company in which the holders of Common Stock immediately prior to the
     merger have the same proportionate ownership of Common Stock in the
     surviving corporation immediately after the merger), consolidation,
     acquisition of property or stock, separation or reorganization (other
     than a mere reincorporation or the creation of a holding company), all
     Options granted under this Plan shall be converted into options to
     purchase shares of Exchange Stock unless the Company and the Corporation
     issuing the Exchange Stock, in their sole discretion, determine that any
     or all such Options shall not be converted into options to purchase
     shares of Exchange Stock, but instead shall terminate in accordance with
     the provisions of subsection 7.1.1.  The amount and price of converted
     options shall be

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     determined by adjusting the amount and price of the Options in the same
     proportion as used for determining the number of shares of Exchange
     Stock the holders of the Common Stock receive in such merger,
     consolidation, acquisition of property or stock, separation or
     reorganization.  Unless accelerated by the Board, the exercise
     limitations set forth in the Option agreement and the Plan shall
     continue to apply for the Exchange Stock.

          7.1.3     Change in Control.  In the event of a "Change in
     Control", as defined below, of the Company, unless otherwise determined
     by the Board prior to the occurrence of such Change in Control, any
     Options or portions of such Options outstanding as of the date such
     Change in Control is determined to have occurred that are not yet fully
     vested on such date shall become immediately exercisable in full.

          7.1.4     Definition of "Change in Control".  For purposes of this
     Plan, a "Change in Control" shall mean (a) the first approval by the
     Board or by the stockholders of the Company of an Extraordinary Event,
     (b) a Purchase, or (c) a Board Change.  For purposes of the Plan such
     terms shall have the following meanings:

               7.1.4.1   an "Extraordinary Event" shall mean any of the
          following actions: (i) any consolidation or merger of the Company
          in which the Company is not the continuing or surviving corporation
          or pursuant to which shares of Common Stock would be converted into
          cash, securities or other property, other than a merger of the
          Company in which the holders of Common Stock immediately prior to
          the merger have the same proportionate ownership of common stock of
          the surviving corporation immediately after the merger; (ii) any
          sale, lease, exchange or other transfer (in one transaction or a
          series of related transactions) of all, or substantially all, the
          assets of the Company; or, (iii) the adoption of any plan or
          proposal for liquidation or dissolution of the Company.

               7.1.4.2   a "Purchase" shall mean the acquisition by any
          person (as such term is defined in Section 13(d) of the Exchange
          Act) of any shares of Common Stock or securities convertible into
          Common Stock without the prior approval of a majority of the
          Continuing Directors (as defined below) of the Company, if after
          making such acquisition such person is the beneficial owner (as
          such term is defined in Rule 13d-3 under the Exchange Act) directly
          or indirectly of Securities of the Company representing twenty
          percent (20%) or more of the combined voting power of the Company's
          then outstanding securities (calculated as provided in paragraph
          (d) of such Rule 13d-3).

               7.1.4.3   a "Board Change" shall have occurred if individuals
          who constitute the Board of the Company at the time of adoption of
          this Plan

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<PAGE>


          (the "Continuing Directors") cease for any reason to constitute at
          least a majority of the Board, provided that any person becoming a
          Director subsequent to the date of adoption of this Plan whose
          nomination for election was approved by a vote of at least a
          majority of the Continuing Directors (other than a nomination of an
          individual whose initial assumption of office is in connection with
          an actual threatened election contest relating to the election of
          the Directors of the Company, as such terms are used in Rule 14a-11
          of Regulation 14A under the Exchange Act) shall be deemed to be a
          Continuing Director.

          7.2  Fractional Shares.  In the event of any adjustment in the
     number of shares covered by any Option, any fractional shares resulting
     from such adjustment shall be disregarded and each such Option shall
     cover only the number of full shares resulting from such adjustment.

          7.3  Determination of Board to Be Final.  All Section 7 adjustments
     shall be made by the Board, and its determination as to what adjustments
     shall be made, and the extent of such adjustments, shall be final,
     binding and conclusive.  Unless an Optionee agrees otherwise, any change
     or adjustment to an Incentive Option shall be made in such a manner so
     as not to constitute a "modification" as defined in Code Section 424(h)
     and so as not to cause his or her Incentive Option to fail to continue
     to qualify as an incentive stock option as defined in Code Section
     422(b).

     8.   Securities Regulation.  Shares shall not be issued with respect to
an Option unless the exercise of such Option and the issuance and delivery of
such shares pursuant to the exercise of such Option shall comply with all
relevant provisions of law, including, without limitation, any applicable
state securities laws, the Securities Act of 1933, as amended, the Exchange
Act, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to
such compliance, including the availability of an exemption from registration
for the issuance and sale of any shares under this Plan.  Inability of the
Company to obtain from any regulatory body having jurisdiction, the authority
deemed by the Company's counsel to be necessary for the lawful issuance and
sale of any shares under this Plan or the unavailability of an exemption from
registration for the issuance and sale of any shares under this Plan shall
relieve the Company of any liability in respect of the non-issuance or sale
of such shares as to which such requisite authority shall not have been
obtained.

     As a condition to the exercise of any Option, the Company may require
the Optionee to represent and warrant at the time of any such exercise that
the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any relevant provision of
the aforementioned laws.  At the option of the Company, a stop-transfer order
against any shares of stock may be placed on the official stock books and
records of the Company, and a legend indicating that the stock may not be
pledged, sold or otherwise

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<PAGE>


transferred unless an opinion of counsel is provided (concurred in by counsel
for the Company) stating that such transfer is not in violation of any
applicable law or regulation, may be stamped on stock certificates in order
to assure exemption from registration.  The Plan Administrator may also
require such other action or agreement by the Optionees as may from time to
time be necessary to comply with the federal and state securities laws.  THIS
PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THE
OPTIONS OR STOCK HEREUNDER.  Should any of the Company's capital stock of the
same class as the stock subject to Options be listed on a national securities
exchange, all stock issued under this Plan if not previously listed on such
exchange shall be authorized by that exchange for listing on such exchange
prior to the issuance of such stock.

     9.   Amendment and Termination.  This Plan may be amended from time to
time as follows:

          9.1  Board Action.  The Board may at any time suspend, amend or
     terminate this Plan; provided, that except as set forth in Section 7,
     the approval of the Company's shareholders is necessary within twelve
     (12) months before or after the adoption by the Board of any amendment
     which will:

               9.1.1     increase the number of shares which are to be
          reserved for the issuance of Options;

               9.1.2     permit the granting of stock options to a class of
          persons other than those presently permitted to receive Options; or,

               9.1.3     require shareholder approval under applicable law,
          including Section 16(b) of the Exchange Act.

          Any amendment made to this Plan which would constitute a
     "modification" to Incentive Options outstanding on the date of such
     amendment, shall not be applicable to such outstanding Incentive
     Options, but shall have prospective effect only, unless the Optionee
     agrees otherwise.


     10.  Automatic Termination.  Unless sooner terminated by the Board, this
Plan shall terminate ten (10) years from the earlier of (i) the date on which
this Plan is adopted by the Board or (ii) the date on which this Plan is
approved by the shareholders of the Company.  No Option may be granted after
such termination or during any suspension of this Plan.  The amendment or
termination of this Plan shall not, without the consent of the option holder,
alter or impair any rights or obligations under any option previously granted
under this Plan.

     11.  Effectiveness of This Plan.  This Plan shall become effective upon
adoption by the Board so long as it is approved by the Company's shareholders
any time within twelve (12) months before or after the adoption of this Plan.

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