EXHIBIT 10.1


                                 TVI CORPORATION

              AMENDED AND RESTATED 1998 INCENTIVE STOCK OPTION PLAN

Section 1.        Purpose of the Plan.
                  -------------------

     This stock option plan (the "Plan") is intended to provide incentives:

     (a) to the officers and other employees of TVI Corporation (the "Company"),
or any present or future parent or subsidiary  of the Company  ("Affiliate")  by
providing them with  opportunities  to purchase stock in the Company pursuant to
options  granted  hereunder  which qualify as "incentive  stock  options"  under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO"
or "ISOs");

     (b) to officers,  employees,  directors, and consultants of the Company and
any present or future  subsidiaries  by  providing  them with  opportunities  to
purchase stock in the Company pursuant to options granted hereunder which do not
qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options," collectively
with ISO or ISOs, "Options"); and

     (c) to officers,  employees,  directors, and consultants of the Company and
any present or future  Affiliates  by  providing  them with  either  stock bonus
grants  and/or  restricted  stock  purchase  grants  for  Company  Common  Stock
(collectively, "Stock Grants").

     (d) As used  herein,  the term  "Award"  means any  Option  or Stock  Grant
hereunder.  The terms "parent" and  "subsidiary"  mean "parent  corporation" and
"subsidiary  corporation,"  respectively,  as those terms are defined in Section
424 of the  Code  and  the  Treasury  Regulations  promulgated  thereunder  (the
"Regulations").

Section 2.        Common Stock Subject to the Plan.
                  --------------------------------

     (a) The total number of shares of the authorized but unissued shares of the
common stock,  $.01 par value, of the Company  ("Common Stock") for which Awards
may be granted under the Plan shall not exceed six million  (6,000,000)  shares,
subject to adjustment as provided in Section 13 hereof.

     (b) If an Award granted  hereunder shall expire,  be cancelled or otherwise
terminate for any reason without having been exercised in full, the un-purchased
shares subject thereto shall again be available for subsequent  grants under the
Plan.

     (c) Common Stock  issuable  pursuant to an Award granted under the Plan may
be  subject  to such  restrictions  on  transfer,  repurchase  rights  or  other
restrictions  as shall be  determined  by the Board of  Directors of the Company
(the "Board") (discussed below in Section 3).


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Section 3.        Administration of the Plan.
                  --------------------------

     (a) General.  The Plan shall be  administered  by the Board.  However,  the
         -------
Board  may  from  time to  time  appoint  a  committee  to make  recommendations
concerning operation of the Plan or the granting of Awards. The Board may hold a
special  meeting to take  actions  concerning  the Plan,  or it may take actions
concerning the Plan at a regular meeting.

     (b) Powers of the Board.  Subject to the  provisions of the Plan, the Board
         -------------------
shall have sole authority, in its absolute discretion:

               (i) determine  the employees of the Company and its  subsidiaries
          to whom ISOs may be granted,  and to determine  to whom  Non-Qualified
          Options may be granted;

               (ii) determine the time or times at which Awards may be granted;

               (iii)  determine the Award price of shares  subject to each Award
          which  price  shall not be less than the minimum  price  specified  in
          Section 6;

               (iv)  determine  whether  each Award  granted  shall be an ISO, a
          Non-Qualified Option or a Stock Grant;

               (v) determine  (subject to Section 9) the time or times when each
          Option  shall  become  exercisable  and the  duration of the  exercise
          period; and

               (vi) determine whether restrictions such as repurchase Awards are
          to be  imposed  on shares  subject  to Awards  and the  nature of such
          restrictions.

               (vii) to  exercise  such  powers and to perform  such acts as the
          Board deems  necessary or  expedient to promote the best  interests of
          the Company which are not in conflict with the provisions of the Plan.

     (c)  Board   Determinations.   All   determinations,   interpretation   and
          ----------------------
constructions  made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

Section 4.        Eligibility.
                  -----------

     (a) Options  designated as ISOs may be granted only to employees and others
who may eligible  under the Code  (including  officers who are employees) of the
Company or an  Affiliate.  Non-Qualified  Options may be granted to any officer,
employee, or consultant of the Company or an Affiliate.

     (b) In determining the eligibility of an individual to be granted an Award,
as well as in determining the number of shares to be optioned to any person, the
Board shall take into account the position  and  responsibilities  of the person
being considered,  the nature and value to the Company or an Affiliate of his or
her service and accomplishments,  his or her present and potential  contribution
to the success of the  Company or an  Affiliate,  and such other  factors as the
Board may deem relevant.

     (c) No Option  designated as an ISO shall be granted to any employee of the
Company or an Affiliate if such employee owns, immediately prior to the grant of
an Option,  stock  representing more than 10% of the total combined voting power
of all  classes of stock of the  Company or an  Affiliate,  unless the  purchase
price for the stock under such Option  shall be at least 110% of its fair market
value at the time such Option is granted and the Option, by its terms, shall not
be  exercisable  more  than  five (5)  years  from the  date it is  granted.  In
determining the stock ownership under this paragraph,  the provisions of Section
424(d) of the Code shall be  controlling.  In determining  the fair market value
under this paragraph, the provisions of Section 6 hereof shall apply.


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     (d) The maximum  number of shares of Common  Stock with respect to which an
Option may be granted to any employee in any taxable  year of the Company  shall
not exceed  1,300,000  shares,  taking into  account  shares  subject to options
granted and  terminated,  or  repriced,  during such  taxable  year,  subject to
adjustment as provided in Section 13 hereof.

Section 5.        Option Agreement.
                  ----------------

     (a) Each Option  shall be  evidenced  by an option  agreement  (the "Option
Agreement")  duly  executed on behalf of the Company and by the optionee to whom
such Option is granted,  which Option Agreement shall comply with and be subject
to the terms and conditions of the Plan.

     (b) The Option  Agreement  may contain  such other  terms,  provisions  and
conditions which are not inconsistent  with the Plan as may be determined by the
Board, provided that Options designated as ISOs shall meet all of the conditions
for ISOs as defined in Section  422 of the Code.  The date of grant of an Option
shall be as determined  by the Board.  More than one Option may be granted to an
individual.

Section 6.        Option Price.
                  ------------

     (a)  Non-Qualified  Options.  The  Option  price or prices of shares of the
          ----------------------
Company's Common Stock for Options designated as Non-Qualified  Options shall be
as determined by the Board,  but in no event shall the Option price be less than
eighty-five  percent  (85%) of the fair market value of such Common Stock at the
time the Option is granted as  determined  by the Board in  accordance  with the
laws of the  State of  Maryland  or the laws of any  jurisdiction  in which  the
Company or its successors in interest may be organized.

     (b) ISOs.  The  Option  price or prices of shares of the  Company's  Common
         ----
Stock for ISOs shall be the fair market  value of such Common  Stock at the time
the  Option  is  granted  as  determined  by the  Board in  accordance  with the
Regulations promulgated under Section 422 of the Code as follows:

          (i)  If  such  shares  are  then  listed  on any  national  securities
     exchange,  the fair market value shall be the mean between the high and low
     sales  prices,  if any,  on such  exchange  on the date of the grant of the
     Option.

          (ii) If the shares are traded on the NASDAQ National Market,  the fair
     market  value of such  shares  shall be the mean  between  the high and low
     sales  prices,  if any, as reported in the NASDAQ  National  Market for the
     date of the grant of the Option.

          (iii) If the  shares are not then  either  listed on any  exchange  or
     quoted in the NASDAQ  National  Market,  the fair market value shall be the
     average of the "Bid" and "Ask" prices,  if any, as reported in the National
     Daily  Quotation  Service  for the date of the grant of the  Option.  If no
     sales  occurred on the date of the grant,  market value shall be determined
     by taking a weighted  average of the means  between  the highest and lowest
     sales prices or Bid/Ask  prices as  appropriate  on the nearest date before
     and the nearest date after the date of grant in  accordance  with  Treasury
     Regulations Section 25.2512-2.

     (c) If the fair  market  value  cannot be  determined  under the  preceding
methods, it shall be determined in good faith by the Board.


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<PAGE>


Section 7.        Option Manner of Payment; Option Manner of Exercise.
                  ---------------------------------------------------

     (a)  Options  granted  under the Plan may  provide  for the  payment of the
exercise price by delivery of:

          (i) cash or a check  payable to the order of the  Company in an amount
     equal to the exercise price of such Options,

          (ii)  shares  of Common  Stock of the  Company  owned by the  optionee
     having a fair  market  value equal in amount to the  exercise  price of the
     Options being exercised,

          (iii) any combination of (i) and (ii), provided, however, that payment
     of the exercise  price by delivery of shares of Common Stock of the Company
     owned by such  optionee  may be made only under such  circumstances  and on
     such terms as may from time to time be established by the Board and only if
     provided for in the Option  Agreement.  The fair market value of any shares
     of the  Company's  Common Stock which may be delivered  upon exercise of an
     Option  shall be  determined  by the  Board in  accordance  with  Section 6
     hereof.  Payment  may  also be  made by  delivery  of a  properly  executed
     exercise  notice  to the  Company,  together  with a  copy  of  irrevocable
     instructions  to a broker to deliver  promptly to the Company the amount of
     sale or loan  proceeds to pay the  exercise  price if  provided  for in the
     Agreement.  To  facilitate  the  foregoing,  the  Company  may  enter  into
     agreements for coordinated procedures with one or more brokerage firms,

          (iv) in consideration  received by the Company under a formal cashless
     exercise program  maintained with an outside broker adopted by the Board in
     connection with the Plan, or

          (v) by any other means approved by the Board.

     (b) To the extent  that the right to  purchase  shares  under an Option has
accrued  and is in effect,  Options may be  exercised  in full at one time or in
part  from time to time,  by  giving  written  notice,  signed by the  person or
persons exercising the Option, to the Company, stating the number of shares with
respect to which the Option is being  exercised,  accompanied by payment in full
for such shares as  provided  in  subparagraph  (a) above.  Upon such  exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal  office of the Company to the person or persons  exercising the Option
at such time, during ordinary  business hours,  after ten business days from the
date of receipt of the notice by the  Company,  as shall be  designated  in such
notice,  or at such time,  place and manner as may be agreed upon by the Company
and the person or persons exercising the Option.

Section 8.        Exercise of Options.
                  -------------------

     Subject to the  provisions  of  Sections 9 through 11 and 13,  each  Option
granted under the Plan shall be exercisable as follows:

     (a) Vesting.  The Option shall either be fully  exercisable  on the date of
         -------
grant or shall become  exercisable  thereafter in such installments as the Board
may specify;


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<PAGE>


     (b) Full Vesting of Installments.  Once an installment  becomes exercisable
         ----------------------------
it shall remain  exercisable  until  expiration of the Option,  unless otherwise
specified by the Board;

     (c) Partial  Exercise.  Each Option or installment  may be exercised at any
         -----------------
time or from time to time,  in whole or in part,  for up to the total  number of
shares with respect to which it is then exercisable; and

     (d)  Acceleration of Vesting.  The Board shall have the right to accelerate
          -----------------------
the date of exercise of any  installment of any Option;  provided that the Board
shall not,  without the consent of an optionee,  accelerate the exercise date of
any  installment  of any  Option  granted  to  any  employee  as an ISO if  such
acceleration  would violate the annual vesting  limitation  contained in Section
422(d) of the Code. The Board, in its sole  discretion,  shall have the right to
provide in any  Agreement  for the  acceleration  of the date of exercise of any
installment of any Option granted  hereunder upon the occurrence of any event or
circumstance as the Board shall determine.

Section 9.        Term of Options' Exercisability.
                  -------------------------------

     (a) Term.  Each Option  shall  expire not more than ten (10) years from the
         ----
date of the granting thereof but shall be subject to earlier  termination as may
be provided in any Agreement evidencing an Option granted hereunder.

     (b)  Exercisability.  Subject to the  provisions  of  Section 10 below,  an
          --------------
Option  granted to an  employee  optionee  who ceases to be an  employee  of the
Company or one of its subsidiaries  shall be exercisable only to the extent that
the right to purchase  shares  under such Option has accrued and is in effect on
the date such  optionee  ceases to be an  employee  of the Company or one of its
subsidiaries.

Section 10.       Employee's Post-Termination Exercise of Options
                  -----------------------------------------------

     (a) An Option will, to the extent not  previously  exercised by an employee
optionee,  terminate  three  (3)  months  after  the  date on  which  optionee's
employment  by  the  Company  or  an  Affiliate  is  terminated   (whether  such
termination be voluntary or involuntary)  other than by reason of disability (as
defined in Section 22(e)(3) of the Code, and the Regulations thereunder),  Cause
(as defined  below) or death.  In the event of  termination of employment due to
disability  or death,  the Option will  terminate  one (1) year from the date of
termination  of  employment  due  to  disability  or  death.  In  the  event  of
termination  of employment due to Cause,  the Option will terminate  immediately
and automatically upon such termination. After the date optionee's employment is
terminated, as aforesaid,  optionee may exercise this Option only for the number
of shares  which  optionee  had a right to purchase  and did not purchase on the
date optionee's employment terminated.  If optionee is employed by an Affiliate,
optionee's  employment shall be deemed to have terminated on the date optionee's
employer  ceases to be an Affiliate of the Company,  unless  optionee is on that
date  transferred  to the Company or another  Affiliate.  Optionee's  employment
shall not be deemed to have  terminated  if  optionee  is  transferred  from the
Company  to an  Affiliate,  or vice  versa,  or from one  Affiliate  to  another
Affiliate.  "Cause" means, in the absence of an employment,  consulting or other
agreement otherwise defining Cause and applicable to a particular optionee:  (i)
incompetence,  fraud,  personal  dishonesty,   embezzlement  or  acts  of  gross
negligence  or gross  misconduct on the part of optionee in the course of his or
her  employment or services,  (ii) an  optionee's  engagement in conduct that is
materially  injurious  to the  Company  or an  Affiliate,  (iii)  an  optionee's
conviction by a court of competent  jurisdiction of, or pleading "guilty" or "no


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contest" to, (x) a felony,  or (y) any other  criminal  charge (other than minor
traffic  violations)  which  could  reasonably  be  expected  to have a material
adverse  impact on the Company's or an  Affiliate's  reputation or business;  or
(iv)  willful  failure  by an  optionee  to follow the  lawful  directions  of a
superior officer or the Board.

     (b) If  optionee  dies  while  employed  by the  Company  or an  Affiliate,
optionee's  executor  or  administrator,  as the case may be,  may,  at any time
within one (1) year after the date of optionee's  death,  exercise the Option as
to any shares which optionee had a right to purchase and did not purchase during
optionee's lifetime.  If optionee's  employment with the Company or an Affiliate
is terminated by reason of optionee's  becoming  disabled (within the meaning of
Section  22(e)(3)  of the  Code and the  Regulations  thereunder),  optionee  or
optionee's legal guardian or custodian may at any time within one (1) year after
the  date of such  termination,  exercise  the  Option  as to any  shares  which
optionee had a right to purchase and did not purchase prior to such termination.
Optionee's executor, administrator,  guardian or custodian must present proof of
his or her  authority  satisfactory  to the  Company  prior to being  allowed to
exercise this Option.

Section 11.       Transferability of Options.
                  --------------------------

     (a) An Option  shall not be  transferable  except by will or by the laws of
descent and  distribution  and shall be  exercisable  during the lifetime of the
optionee only by the optionee.  Notwithstanding the foregoing, the optionee may,
by  delivering  written  notice to the Company,  in a form  satisfactory  to the
Company, designate a third party who, in the event of the death of the optionee,
shall thereafter be entitled to exercise the Option.

     (b)  Notwithstanding  the foregoing,  a Nonqualified  Stock Option shall be
transferable to the extent provided in the Option Agreement.

Section 12.       Provisions Of Stock Grants.
                  --------------------------
     (a) Stock Bonus Grants. Each stock bonus grant shall be evidence by a stock
         ------------------
bonus agreement ("Stock Bonus Agreement") duly executed on behalf of the Company
and by the grantee, which Stock Bonus Agreement shall comply with and be subject
to the terms and conditions of the Plan. The Stock Bonus  Agreement  shall be in
such form and shall  contain such terms and  conditions  as the Board shall deem
appropriate.  The terms and conditions of Stock Bonus Agreements may change from
time to time, and the terms and  conditions of separate  Stock Bonus  Agreements
need not be identical,  but each Stock Bonus  Agreement  shall include  (through
incorporation  of provisions  hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:

          (i)  Consideration.  A stock bonus may be awarded in consideration for
               -------------
     past  services  actually  rendered to the Company or an  Affiliate  for its
     benefit.

          (ii)  Vesting.  Shares of Common Stock  awarded  under the Stock Bonus
                -------
     Agreement  may,  but need not, be subject to a share  repurchase  option in
     favor of the Company in accordance with a vesting schedule to be determined
     by the Board.

          (iii) Termination of Stock Bonus Holder's  Employment.  In the event a
                -----------------------------------------------
     stock  bonus  grantee's  employment  or  other  service  with  the  Company
     terminates,  the Company may  reacquire  any or all of the shares of Common
     Stock held by the stock bonus  grantee which have not vested as of the date
     of termination under the terms of the Stock Bonus Agreement.


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          (iv)  Transferability.  Rights to acquire shares of Common Stock under
                ---------------
     the Stock Bonus  Agreement shall be transferable by the stock bonus grantee
     only upon such  terms and  conditions  as are set forth in the Stock  Bonus
     Agreement,  as the Board  shall  determine  in its  discretion,  so long as
     Common Stock awarded under the Stock Bonus Agreement remains subject to the
     terms of the Stock Bonus Agreement.

     (b) Restricted Stock Purchase Grants.  Each restricted stock purchase grant
         --------------------------------
shall be evidence by a restricted stock purchase  agreement  ("Restricted  Stock
Purchase  Agreement") duly executed on behalf of the Company and by the grantee,
which  Restricted  Stock Purchase  Agreement shall comply with and be subject to
the terms and conditions of the Plan. The  Restricted  Stock Purchase  Agreement
shall be in such form and shall  contain such terms and  conditions as the Board
shall  deem  appropriate.  The  terms and  conditions  of the  Restricted  Stock
Purchase  Agreements  may change from time to time, and the terms and conditions
of separate Restricted Stock Purchase Agreements need not be identical, but each
Restricted  Stock Purchase  Agreement shall include  (through  incorporation  of
provisions  hereof by reference in the agreement or otherwise)  the substance of
each of the following provisions:

          (i)  Purchase  Price.  Subject  to  the  provisions  of  Section  4(c)
               ---------------
     regarding 10% shareholders,  the purchase price under each Restricted Stock
     Purchase  Agreement  shall be such amount as the Board shall  determine and
     designate in such Restricted Stock Purchase  Agreement.  In no event, shall
     the  purchase  price shall be less than  eighty-five  percent  (85%) of the
     Common  Stock's  fair market value on the date such grant is made or at the
     time the purchase is consummated.

          (ii)  Consideration.  The  purchase  price of  Common  Stock  acquired
                -------------
     pursuant to the Restricted  Stock Purchase  Agreement shall be paid either:
     (A) in cash at the time of purchase;  (B) at the  discretion  of the Board,
     according  to a deferred  payment  or other  similar  arrangement  with the
     restricted  stock  purchase  grantee;  or (C) in any  other  form of  legal
     consideration that may be acceptable to the Board in its discretion.

          (iii)  Vesting.  Shares of Common Stock  acquired under the Restricted
                 -------
     Stock  Purchase  Agreement  may,  but  need  not,  be  subject  to a  share
     repurchase  option in favor of the  Company  in  accordance  with a vesting
     schedule to be determined by the Board.

          (iv) Termination of Restricted Stock Purchase  Grantee's  Service.  In
               ------------------------------------------------------------
     the event a restricted stock purchase grantee's employment or other service
     with the  Company  terminates,  the  Company may  repurchase  or  otherwise
     reacquire  any or all of the shares of Common Stock held by the  restricted
     stock purchase  grantee which have not vested as of the date of termination
     under the terms of the Restricted Stock Purchase Agreement.

          (v)  Transferability.  Rights to acquire  shares of Common Stock under
               ---------------
     the  Restricted  Stock  Purchase  Agreement  shall be  transferable  by the
     restricted  stock  purchase  grantee only upon such terms and conditions as
     are set forth in the  Restricted  Stock  Purchase  Agreement,  as the Board
     shall  determine in its  discretion,  so long as Common Stock awarded under
     the Restricted Stock Purchase Agreement remains subject to the terms of the
     Restricted Stock Purchase Agreement.

Section 13.       Adjustments.
                  -----------

     (a) Upon the occurrence of any of the following  events,  an Award holder's
rights with respect to Awards granted to him or her hereunder  shall be adjusted
as hereinafter provided,  unless otherwise  specifically provided in the written
agreement between the Award holder and the Company relating to such Award:


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          (i) Common Stock  Dividends and Common Stock Splits.  If the shares of
              -----------------------------------------------
     Common  Stock shall be  subdivided  or  combined  into a greater or smaller
     number of shares or if the Company  shall issue any shares of Common  Stock
     as a stock dividend on its outstanding  Common Stock,  the number of shares
     of  Common  Stock  deliverable  upon  the  exercise  of  Options  shall  be
     appropriately  increased  or  decreased  proportionately,  and  appropriate
     adjustments  shall be made in the purchase  price per share to reflect such
     subdivision, combination or stock dividend; and

          (ii)   Recapitalization   or   Reorganization.   In  the  event  of  a
                 ----------------
     recapitalization  or  reorganization  of the Company  (except as  otherwise
     provided  in any Option  Agreement)  pursuant  to which  securities  of the
     Company  or  of  another   corporation  are  issued  with  respect  to  the
     outstanding  shares of Common Stock,  an optionee upon exercising an Option
     shall be entitled to receive for the purchase price paid upon such exercise
     the  securities  the  optionee  would have  received  if the  optionee  had
     exercised the Option prior to such recapitalization or reorganization.

          (iii)  Modification  of  ISOs.   Notwithstanding  the  foregoing,  any
                 ----------------------
     adjustments made pursuant to subparagraphs (i) or (ii) with respect to ISOs
     shall be made only after the Board,  after  consulting with counsel for the
     Company,   determines   whether  such   adjustments   would   constitute  a
     "modification"  of such ISOs (as that term is defined in Section 424 of the
     Code) or would cause any adverse tax  consequences  for the holders of such
     ISOs. If the Board  determines that such  adjustments  made with respect to
     ISOs would  constitute  a  modification  of such ISOs,  it may refrain from
     making such adjustments.

          (iv)  Dissolution  or  Liquidation.  In  the  event  of  the  proposed
                ----------------------------
     dissolution  or  liquidation  of the  Company,  each Option will  terminate
     immediately  prior to the  consummation  of such proposed action or at such
     other time and subject to such other  conditions  as shall be determined by
     the Board.

          (v) Issuances of Securities.  Except as expressly  provided herein, no
              -----------------------
     issuance  by the  Company  of shares of stock of any class,  or  securities
     convertible  into  shares  of  stock of any  class,  shall  affect,  and no
     adjustment  by reason  thereof shall be made with respect to, the number or
     price of  shares  subject  to  Options.  No  adjustments  shall be made for
     dividends paid in cash or in property other than securities of the Company.

          (vi) Fractional  Shares. No fractional share shall be issued under the
               ------------------
     Plan and the optionee  shall  receive from the Company cash in lieu of such
     fractional shares.

          (vii)  Adjustments.  Upon the happening of any of the events described
                 -----------
     in  subparagraphs  (i) or (ii)  above,  the class and  aggregate  number of
     shares  set forth in  Section 2 and  Section 4 hereof  that are  subject to
     Options which previously have been or subsequently may be granted under the
     Plan shall also be  appropriately  adjusted to reflect the events described
     in such  subparagraphs.  The Board or Successor  Board shall  determine the
     specific  adjustments  to be made  under this  Section  13 and,  subject to
     Section 3, its determination shall be conclusive.

     (b) If any person or entity  owning  restricted  Common  Stock  obtained by
exercise of an Option made  hereunder  receives  shares or securities or cash in
connection with a corporate  transaction  described in subparagraphs (i) or (ii)
above as a result  of  owning  such  restricted  Common  Stock,  such  shares or
securities or cash shall be subject to all of the  conditions  and  restrictions
applicable to the  restricted  Common Stock with respect to which such shares or
securities or cash were issued,  unless otherwise determined by the Board or the
Successor Board.


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Section 14.       No Special Employment Rights.
                  ----------------------------

     Nothing  contained in the Plan or in any Award granted under the Plan shall
confer upon any Award holder any right with respect to the  continuation  of his
employment by the Company or an Affiliate or interfere in any way with the right
of the Company or an Affiliate,  subject to the terms of any separate employment
agreement  to the  contrary,  at any time to  terminate  such  employment  or to
increase  or  decrease  the  compensation  of the Award  holder from the rate in
existence at the time of the grant of an Award.  Whether an authorized  leave of
absence,  or  absence  in  military  or  government  service,  shall  constitute
termination of employment shall be determined by the Board at the time.

Section 15.       Withholding Tax.
                  ---------------

     The Company's  obligation to deliver  shares upon the exercise of any Award
granted under the Plan shall be subject to the Award  holder's  satisfaction  of
all applicable Federal, state and local income, excise, employment and any other
tax  withholding  requirements.  The Company and  employee may agree to withhold
shares of Common  Stock  purchased  upon  exercise  of an Award to  satisfy  the
above-mentioned withholding requirements. The Board shall also have the right to
require that shares be withheld from delivery to satisfy such condition.

Section 16.       Restrictions on Issue of Shares.
                  -------------------------------

     (a)  Notwithstanding the provisions of Section 7, the Company may delay the
issuance of shares  covered by an Award and the  delivery of a  certificate  for
such shares until one of the following conditions shall be satisfied:

          (i) The shares with  respect to which such Award has been  granted are
     at the time of the issue of such shares effectively registered or qualified
     under  applicable  Federal  and  state  securities  acts now in force or as
     hereafter amended; or

          (ii)  Counsel  for the  Company  shall  have given an  opinion,  which
     opinion shall not be unreasonably conditioned or withheld, that such shares
     are exempt from registration  under applicable Federal and state securities
     acts now in force or as hereafter amended.

     (b) It is  intended  that all Awards  shall be  effective,  and the Company
shall use its best efforts to bring about  compliance with the above  conditions
within a reasonable  time,  except that the Company shall be under no obligation
to  qualify  shares or to cause a  registration  statement  or a  post-effective
amendment  to any  registration  statement  to be  prepared  for the  purpose of
covering  the  issue of  shares in  respect  of which any Award may be  granted,
except as otherwise agreed to by the Company in writing.

Section  17.   Purchase  For   Investment;   Rights  of  Holder  on   Subsequent
               -----------------------------------------------------------------
               Registration.
               ------------

     (a)  Unless the shares to be issued in  connection  with any Award  granted
under the Plan have been effectively  registered or are exempt from registration
under the  Securities  Act of 1933,  as now in force or hereafter  amended,  the
Company shall be under no  obligation  to issue any shares  covered by any Award
unless the Award holder shall give a written  representation  and undertaking to
the Company which is  satisfactory  in form and scope to counsel for the Company


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<PAGE>

and upon which, in the opinion of such counsel, the Company may reasonably rely,
that he or she is acquiring the shares issued  pursuant to such Award for his or
her  own  account  as an  investment  and not  with a view  to,  or for  sale in
connection  with, the  distribution of any such shares,  and that he or she will
make no transfer of the same except in compliance with any rules and regulations
in force at the time of such transfer  under the  Securities Act of 1933, or any
other applicable law, and that if shares are issued without such registration, a
legend to this effect may be endorsed upon the securities so issued.

     (b) In the event that the Company shall, nevertheless, deem it necessary or
desirable  to  register  under the  Securities  Act of 1933 or other  applicable
statutes any shares with respect to which an Award shall have been  granted,  or
to qualify  any such shares for  exemption  from the  Securities  Act of 1933 or
other applicable statutes, then the Company may take such action and may require
from each  optionee  such  information  in writing  for use in any  registration
statement,   supplementary  registration  statement,   prospectus,  or  offering
circular as is reasonably  necessary for such purpose and may require reasonable
indemnity to the Company and its officers and directors and controlling  persons
from such holder against all losses,  claims,  damages and  liabilities  arising
from such use of the information so furnished and caused by any untrue statement
of any material  fact therein or caused by the omission to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances under which they were made.

Section 18.       Loans.
                  -----

     The Company may make loans to optionees to permit them to exercise Options.
If loans are made, the requirements of all applicable Federal and state laws and
regulations regarding such loans must be met.

Section 19.       Modification of Outstanding Awards.
                  ----------------------------------

     The Board may  authorize the  amendment of any  outstanding  Award with the
consent of the optionee when and subject to such  conditions as are deemed to be
in the best interests of the Company and in accordance with the purposes of this
Plan.

Section 20.       Approval of Stockholders.
                  ------------------------

     The Plan shall be subject to approval by the vote of  stockholders  holding
at least a majority of the voting stock of the Company present,  or represented,
and entitled to vote at a duly held stockholders' meeting, or by written consent
of stockholders  holding at least a majority of the voting stock of the Company,
within  twelve (12) months after the adoption of the Plan by the Board and shall
take  effect as of the date of  adoption  by the Board upon such  approval.  The
Board may grant Awards under the Plan prior to such approval, but any such Award
shall  become  effective  as of the date of grant only upon such  approval  and,
accordingly, no such Option may be exercisable prior to such approval.

Section 21.       Termination and Amendment.
                  -------------------------

     (a) Unless sooner  terminated as herein provided,  the Plan shall terminate
ten (10) years  from the date upon which the Plan was duly  adopted by the Board
of the  Company.  The  Board  may at any time  terminate  the Plan or make  such
modification or amendment thereof as it deems advisable; provided, however, that
except as provided in this  Section 21, the Board may not,  without the approval
of the  stockholders of the Company obtained in the manner stated in Section 20,


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<PAGE>

increase the maximum  number of shares for which Awards may be granted or change
the  designation  of the class of persons  eligible to receive  Awards under the
Plan, or make any other change in the Plan which requires  stockholder  approval
under  applicable law or regulations or any applicable rule or regulation of any
stock exchange or over-the-counter market on which the Company's Common Stock is
then listed.  The Board may grant Awards under the Plan prior to such  approval,
but any such Award shall become effective as of the date of grant only upon such
approval  and,  accordingly,  no such  Award  may be  exercisable  prior to such
approval.

     (b) The Board may terminate,  amend or modify any outstanding Award without
the consent of the Award holder, provided,  however, that, except as provided in
Section 13, without the consent of the optionee,  the Board shall not change the
number of shares subject to an Award, nor the exercise price thereof, nor extend
the term of such Award.

Section 22.       Reservation of Common Stock.
                  ---------------------------

     The Company shall at all times during the term of the Plan reserve and keep
available  such number of shares of stock as will be  sufficient  to satisfy the
requirements  of the  Plan and  shall  pay all  fees  and  expenses  necessarily
incurred by the Company in connection therewith.

Section 23.       Limitation of Rights in the Award Shares.
                  ----------------------------------------

     An optionee  shall not be deemed for any purpose to be a stockholder of the
Company  with  respect to any of the Awards  except to the extent that the Award
shall have been exercised with respect  thereto and, in addition,  a certificate
shall have been issued theretofore and delivered to the optionee.



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                    Plan Adopted by the Board on May 8, 1998

              Plan Approved by the Stockholders on October 31, 1998

                Amendment Adopted by the Board on April 20, 2001

             Amendment Approved by the Stockholders on June 5, 2001

       Amendment and Restatement Adopted by the Board on November 1, 2002













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