1994 STOCK OPTION PLAN
                 (as amended and restated through June 1, 1997)

SECTION 1.  Purpose; Definitions

The name of this plan is the GTECH Holdings  Corporation  1994 Stock Option Plan
(the  "Plan").  The  purpose  of the Plan is to  enable  officers  and other key
employees of GTECH Holdings  Corporation  (the  "Company") and its Affiliates to
own shares of stock in the Company,  participate in the shareholder  value which
has been  created,  and have a mutuality  of interest  with other  shareholders,
and to enable the Company to attract, retain and motivate key employees.

For the purposes of the Plan the  following  terms shall be defined as set forth
below:

         (a)      "Affiliate"  means any  corporation  which is a subsidiary  of
                  the   Company    within   the    definition   of   "subsidiary
                  corporation" under Section 424(f) of the Code.

         (b)      "Board" means the Board of Directors of the Company.

         (c)      "Cause" means (i) the willful  failure by the  Participant  to
                  perform  substantially  his  duties  as  an  employee  of  the
                  Company  (other than due to physical or mental  illness) after
                  reasonable  notice to the  Participant  of such failure,  (ii)
                  the  Participant's  engaging  in  serious  misconduct  that is
                  injurious  to the  Company,  (iii)  the  Participant's  having
                  been  convicted of, or entered a plea of nolo  contendere to a
                  crime  that  constitutes  a  felony,  (iv) the  breach  by the
                  Participant  of any  written  covenant or  agreement  with the
                  Company  not to disclose  any  information  pertaining  to the
                  Company or not to compete or interfere  with the  Company,  or
                  (v) abuse of  illegal  drugs or other  controlled  substances,
                  or habitual intoxication.

         (d)      "Code"  means the Internal  Revenue  Code of 1986,  as amended
                  from time to time, and any successor thereto.

         (e)      "Committee"  means  the  Committee  referred  to in  Section 2
                  below.  If at any time no Committee  shall be in office,  then
                  the  functions  of the  Committee  specified in the Plan shall
                  be exercised by the Board.

         (f)      "Company"  means GTECH  Holdings  Corporation,  a  corporation
                  organized  under  the laws of the  State of  Delaware,  or any
                  successor organization.

         (g)      "Disability"   means   permanent   and  total   disability  as
                  determined under the Company's long-term disability program.

         (h)               "Fair  Market  Value"  means,  as of any given  date,
                  the mean of the highest and lowest  quoted  selling  prices of
                  the  Stock  on  the  New  York  Stock  Exchange  (consolidated
                  trading)  or such  other  method of  determining  Fair  Market
                  Value as shall be  authorized  by the  Code,  or the rules and
                  regulations thereunder, and adopted by the Committee.

         (i)      "Incentive  Stock Option"  means any Stock Option  intended to
                  be and  designated as an "Incentive  Stock Option"  within the
                  meaning of Section 422 of the Code.

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

         (k)      "Participant"  means a key  employee  to whom a grant  is made
                  under the Plan.

         (l)      "Plan"  means  the  GTECH  Holdings   Corporation  1994  Stock
                  Option Plan, as hereinafter amended from time to time.

         (m)      "Retirement"  means  retirement  from active  employment  with
                  the Company and any  Affiliates  with the consent of the Board
                  or in accordance with the retirement policies of the Company.

         (n)      "Rules"  means the  regulations  promulgated  under Section 16
                  of the  Securities  Exchange  Act of  1934,  as  amended  (the
                  "Exchange Act").

         (o)      "Securities  Broker"  means  a  registered  securities  broker
                  acceptable  to the Company  who agrees to effect the  cashless
                  exercise of an Option pursuant to paragraph 5(d) below.

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

         (q)      "Stock   Option"   or   "Option"   means  any   Incentive   or
                  Non-Qualified   Stock  Option  to  purchase  shares  of  Stock
                  granted pursuant to Section 5 below.

In addition, the terms  "Change-in-Control"  and "Incumbent Director" shall have
meanings set forth, respectively, in Section 6.

SECTION 2.  Administration

The  Plan  shall  be  administered  by a  Committee  of not  fewer  than two (2)
"non-employee  directors"  (within  the meaning of Rule  16b-3(b)  (3) under the
Exchange  Act, or any  successor  thereto) of the Company who are also  "outside
directors" (within the meaning of Treasury  Regulation Section  1.162-27(e) (3),
or any successor  thereto),  who shall be appointed by the Board of Directors of
the Company and who shall serve at the pleasure of the Board.

The  Committee  shall have the  authority  to grant  Stock  Options to  eligible
employees, pursuant to the terms of the Plan.

In particular,  the Committee shall have the authority,  subject to the terms of
the Plan, to:

         (a)      select the  officers  and other key  employees  of the Company
                  and its  Affiliates  to whom  Stock  Options  may from time to
                  time be granted hereunder;

         (b)      determine  whether and to what extent  Incentive Stock Options
                  and  Non-Qualified  Stock Options or any combination  thereof,
                  are to be granted hereunder;

         (c)      determine  the  number of shares  to be  covered  by each such
                  grant hereunder; and to

         (d)      determine  the terms  and  conditions  of any grant  hereunder
                  including,   but  not  limited  to:  the  share   price,   any
                  restriction   or   limitation   regarding,   or  any   vesting
                  acceleration  or  forfeiture  relating to, any Stock Option or
                  the shares of Stock  relating  thereto,  based on such factors
                  as the  Committee  shall  determine,  in its sole  discretion,
                  from time to time.

The Committee  shall be  responsible  for the  administration  of the Plan.  The
Committee,  by majority action thereof,  is authorized to prescribe,  amend, and
rescind rules and  regulations  relating to the Plan, to provide for  conditions
deemed  necessary or advisable to protect the  interests of the Company,  and to
make  all  other  determinations  (including,   without  limitation,  whether  a
Participant   has  incurred  a  Disability)   necessary  or  advisable  for  the
administration  and  interpretation  of the  Plan  in  order  to  carry  out its
provisions  and  purposes.  Determinations,  interpretations,  or other  actions
made or taken by the Committee  pursuant to the  provisions of the Plan shall be
final,  binding,  and conclusive for all purposes and upon all persons including
the Company and Plan participants.


SECTION 3.  Authorized Shares and Adjustments

         (a)      Stock  Subject  to Plan.  The stock to be  subject  or related
                  to  grants  under the Plan  shall be  shares of the  Company's
                  Stock and may be either  shares  held in the  treasury  of the
                  Company  or  authorized  and  unissued   shares.   Subject  to
                  adjustment in accordance  with paragraph 3(b) below,  up to an
                  aggregate  maximum of  1,800,000  shares  shall be  authorized
                  for Stock Options  under the Plan,  any or all of which may be
                  granted  in the  form of  Incentive  Stock  Options;  provided
                  however,  that in any  calendar  year in which  the Plan is in
                  existence,  Stock Options  granted to any one  Participant  in
                  the Plan may not cover more than 12 1/2% of the total shares
                  of Stock authorized under the Plan.

                  Any shares of Stock  subject to a Stock Option  which  expires
                  or otherwise  terminates for any reason  whatever  (including,
                  without  limitation,  the surrender  thereof)  without  having
                  been  exercised,  shall  continue  to  be  available  for  the
                  granting of Options under the Plan,  provided,  however,  that
                  (i) if a Stock  Option is  cancelled,  the  shares  covered by
                  the  cancelled  Stock  Option  shall be  counted  against  the
                  maximum  number of shares  specified  in this  paragraph  3(a)
                  for  which  Stock  Options  may be  granted  to an  individual
                  Participant,  and  (ii)  if  the  exercise  price  of a  Stock
                  Option  is  reduced  after the date of grant  (otherwise  than
                  pursuant to paragraph 3(b) below),  the  transaction  shall be
                  treated as a  cancellation  of the  original  Stock Option and
                  the grant of a new Stock  Option for  purposes of counting the
                  maximum  number  of  shares  for which  Stock  Options  may be
                  granted to an individual Participant.

         (b)      Capital  Adjustments.  The  number  of  shares  which  may  be
                  issued  under  the Plan,  the  maximum  number of shares  with
                  respect  to  which  Stock   Options  may  be  granted  to  any
                  individual  Participant  under  the  Plan,  both as  stated in
                  paragraph  3(a)  above,  the  number of shares  issuable  upon
                  exercise  of  outstanding  Stock  Options  under  the Plan (as
                  well  as the  Option  exercise  price  per  share  under  such
                  outstanding   Options),   shall,  subject  to  the  applicable
                  provisions  of Section  424(a) of the Code,  be  adjusted,  as
                  may be deemed  appropriate  by the  Committee,  to reflect any
                  stock dividend,  stock split,  share  combination,  or similar
                  change in the capitalization of the Company.

                  In the  event of a  corporate  transaction  (as  that  term is
                  described  in  Section  424(a)  of the Code  and the  Treasury
                  Regulations  issued  thereunder  as,  for  example,  a merger,
                  consolidation,    acquisition    of    property    or   stock,
                  reorganization,   or  liquidation),   each  outstanding  Stock
                  Option  shall  be  assumed  by  the   surviving  or  successor
                  corporation;  provided,  however,  that,  in  the  event  of a
                  proposed  corporate  transaction,  the Committee may terminate
                  all  or a  portion  of the  outstanding  Stock  Options  if it
                  determines  that such  termination is in the best interests of
                  the   Company.   If  the   Committee   decides  to   terminate
                  outstanding  Stock  Options,  the  Committee  shall  give each
                  Participant  holding a Stock Option to be terminated  not less
                  than fourteen  days' notice prior to any such  termination  by
                  reason of such a  corporate  transaction,  and any such  Stock
                  Option which is to be so  terminated  may be exercised (to the
                  extent that it is then  exercisable  or to any greater  extent
                  as the Committee,  in its sole  discretion,  shall  determine)
                  up to  and  including  the  date  immediately  preceding  such
                  termination.

                  The Committee  also, in its  discretion,  may change the terms
                  of  any   outstanding   Stock   Option  to  reflect  any  such
                  corporate   transaction,   provided   that,  in  the  case  of
                  Incentive  Stock  Options,  such change is  excluded  from the
                  definition of a  "modification"  under  Section  424(h) of the
                  Code.


SECTION 4.  Eligibility

Officers  and  other  key  employees  of the  Company  and its  Affiliates  (but
excluding  members of the  Committee,  any person who serves  only as a director
of the Company and/or of its  Affiliates  and Messrs.  Guy B. Snowden and Victor
Markowicz)  who are  responsible  for or  contribute to the  management,  growth
and/or  profitability  of the business of the Company  and/or its Affiliates and
who are  selected  by the  Committee  are  eligible  for grants  under the Plan.
Selection  of an employee  for a grant at any time does not give an employee the
right to receive any  additional  grants in the future,  unless such employee is
again selected by the Committee.


SECTION 5.  Stock Options

The  Committee  shall have the authority to grant any optionee  Incentive  Stock
Options,  Non-Qualified  Stock Options,  or both types of Stock Options.  To the
extent that any Stock Option does not qualify as an Incentive  Stock Option,  it
shall  constitute  a  separate  Non-Qualified  Stock  Option.  Any Stock  Option
granted  under the Plan shall be in such form as the  Committee may from time to
time approve.

Each Stock Option shall be evidenced by a Stock Option (i.e.,  Grant)  agreement
that  shall  specify  the  type of  Option  granted,  the  exercise  price,  the
duration  of the  Option,  the  number of  shares  of Stock to which the  Option
pertains,  and such other terms and  conditions not  inconsistent  with the Plan
as the Committee shall determine.

Anything  in the  Plan to the  contrary  notwithstanding,  no term of this  Plan
relating to Incentive  Stock Options shall be  interpreted,  amended or altered,
nor shall any  discretion  or authority  granted under the Plan be so exercised,
so as to  disqualify  the Plan under  Section 422 of the Code,  or,  without the
consent of the  optionee(s),  so as to  disqualify  any  Incentive  Stock Option
under such Section 422.

Options  granted  under the Plan  shall be subject  to the  following  terms and
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent   with  the  terms  of  the  Plan,  as  the  Committee  shall  deem
appropriate:

         (a)      Option  Price.  The option  exercise  price per share of Stock
                  shall  be  determined  by the  Committee  at the time of grant
                  but shall be not less than the 100% of the Fair  Market  Value
                  of the  Stock on the date of  grant.  However,  any  Incentive
                  Stock  Option  granted to any  optionee  who, at the time such
                  Option is granted,  owns more than 10% of the voting  power of
                  all  classes  of  stock of the  Company  or of a  "Parent"  or
                  "Subsidiary"  corporation  (as such  terms are  defined in the
                  Code and the regulations promulgated  thereunder),  shall have
                  an  exercise  price not less than  110% of Fair  Market  Value
                  per share on date of the grant.

         (b)      Option  Term.  The term of each  Stock  Option  shall be fixed
                  by the  Committee,  but no Stock Option  shall be  exercisable
                  more than ten  years  after  the date the  Option is  granted.
                  However,  any Incentive  Stock Option  granted to any optionee
                  who,  at the time the option is granted  owns more than 10% of
                  the voting  power of all classes of Stock of the  Company,  or
                  of a Parent  or  Subsidiary  corporation,  may not have a term
                  of more than five  years.  No Option may be  exercised  by any
                  person after expiration of the term of such Option.

         (c)      Exercisability.  Subject  to  Section 7 below,  Stock  Options
                  shall be  exercisable  at such time or times  (including on an
                  accelerated  basis) and  subject to such terms and  conditions
                  as shall be  determined  by the  Committee  at or after grant;
                  provided  however,  that except as provided in paragraph  5(f)
                  or  Section  6  below,  unless  otherwise  determined  by  the
                  Committee  at  or  after  grant,  no  Stock  Option  shall  be
                  exercisable  during the six months  following  the date of the
                  granting  of such  Option.  Only full  shares  shall be issued
                  under  the  Plan,  and  any   fractional   share  which  might
                  otherwise be issuable  upon the exercise of an Option  granted
                  under the Plan shall be forfeited.

         (d)      Method  of  Exercise.  Subject  to the  terms  and  conditions
                  established  by the  Committee  under  paragraph  5(c)  above,
                  Stock  Options  may be  exercised,  in whole or in part to the
                  extent  exercisable,  at any time and from time to time during
                  the  option  exercise  period,  by  giving  written  notice of
                  exercise  to the  Company  specifying  the number of shares to
                  be purchased.

                  Such  notice  shall be  accompanied  by payment in full of the
                  purchase  price,  either by certified  or bank check,  or such
                  other  instrument as the  Committee may accept.  As determined
                  by the Committee,  in its sole discretion,  at or after grant,
                  payment  in full or in part  may  also be made in the  form of
                  unrestricted  Stock already  owned by the  optionee;  provided
                  however,  that in the case of an Incentive  Stock Option,  the
                  right  to  make a  payment  in the  form  of  currently  owned
                  shares  may be  authorized  only at the time  such  Option  is
                  granted.

                  If payment of the option  exercise  price of a Stock Option is
                  made in whole or in part in the  form of stock  already  owned
                  by the  Participant,  the Company  may require  that the Stock
                  be  owned  by the  Participant  for a  period  of time so that
                  such  payment  would not  result in a charge to the  Company's
                  earnings  as a result of the  exercise.  Such  provision  also
                  may be used by the Company to prevent a pyramid exercise.

                  As soon as  practicable  after  receipt of a written  exercise
                  notice and full  payment of the  exercise  price,  the Company
                  shall   deliver   to  the   Participant   a   certificate   or
                  certificates representing the acquired shares of Stock.

                  Notwithstanding  the  foregoing,  the  Committee,  in its sole
                  discretion,  may permit a  "cashless  exercise"  of an Option.
                  Any  such   cashless   exercise   shall  be  effected  by  the
                  Participant  delivering to the Securities Broker  instructions
                  to sell a  sufficient  number of  shares  of  Common  Stock to
                  cover the costs and expenses associated therewith.

         (e)      Transferability   of  Options.   No  Stock   Option  shall  be
                  transferable  by the  optionee  other  than  by will or by the
                  laws  of  descent  and  distribution,  and all  Stock  Options
                  shall be exercisable,  during such optionee's  lifetime,  only
                  by the optionee,  except to the extent otherwise  permitted by
                  the Committee  and, in the case of Stock  Options  intended to
                  be Incentive  Stock Options,  under the applicable  provisions
                  of  Code   Section   422  and  the   regulations   promulgated
                  thereunder.

                  A  transferred  Stock Option  shall  continue to be subject to
                  the same  terms  and  conditions  as were  applicable  to such
                  Stock Option  immediately prior to transfer,  and the original
                  optionee  shall  remain  subject  to  tax  withholding   under
                  paragraph  8(d)  below  with  respect  to such  Stock  Option.
                  Further,   the  events  of   termination   of   employment  of
                  paragraphs  5(f) and (g) below  shall  continue  to be applied
                  with  respect  to  the  original  optionee,   following  which
                  events the  transferred  Stock Option shall be  exercisable by
                  the  transferee  only  to the  extent,  and  for  the  periods
                  specified in, said paragraphs 5(f) and (g).

         (f)      Termination  of  Employment.  Subject to Section 7  below,  at
                  or after the date of grant,  the  Committee  shall  determine,
                  in its sole  discretion,  the extent to which any  unexercised
                  Options  held by the optionee  shall be  exercised  during the
                  remaining  term  of  such  Options,   including  whether  such
                  Options  shall be exercised on an  accelerated  basis,  in the
                  event an optionee's  employment  by the Company  terminates by
                  reason  of  death,  Disability,   Retirement,  or  termination
                  without  Cause;  provided  however,  that the exercise  period
                  for any Option  shall not  exceed the  shorter of (i) one year
                  (or such shorter  period  required by  Section 422 of the Code
                  in the  case of  Incentive  Stock  Options)  from  the date of
                  such  termination  or (ii)  the  stated  term  of  such  Stock
                  Option.

         (g)      Termination  for Cause.  Unless  otherwise  determined  by the
                  Committee,   in  its  sole   discretion,   if  an   optionee's
                  employment   by  the  Company   terminates   for  Cause,   all
                  unexercised  vested and  non-vested  outstanding  Options held
                  by such optionee shall lapse and be forfeited.

         (h)      Incentive  Stock Option  Limitations.  To the extent  required
                  for  "Incentive  Stock Option" status under Section 422 of the
                  Code,  the aggregate  Fair Market Value  (determined as of the
                  time of grant) of the Stock with  respect  to which  Incentive
                  Stock Options  granted are  exercisable  for the first time by
                  the optionee  during any  calendar  year under the Plan and/or
                  any other  stock  option  plan of the  Company  or a Parent or
                  Subsidiary  of the Company  (within the meaning of Section 424
                  of the Code) shall not exceed $100,000.


SECTION 6.  Change-In-Control Provisions

         (a)      Impact of  Event.  In the  event of a  "Change-In-Control"  as
                  defined in paragraph 6(b) below,  unless otherwise  determined
                  by  the  Committee  at  or  after  grant,  but  prior  to  the
                  occurrence   of  such   Change-In-Control   and   subject   to
                  paragraph  3(b)  above,  any and  all  Stock  Options  awarded
                  under the Plan not  previously  exercisable  and vested  shall
                  become fully vested and exercisable.

         (b)      Definition   of    "Change-In-Control."    For   purposes   of
                  paragraph   6(a)  above,  a   "Change-In-Control"   means  the
                  happening of any of the following:

                  (i)      the  members  of the  Board at the  beginning  of any
                           consecutive  twenty-four  calendar  month period (the
                           "Incumbent  Directors")  cease for any  reason  other
                           than due to death to  constitute  at least a majority
                           of  the  members  of the  Board,  provided  that  any
                           director whose  election,  or nomination for election
                           by the  Company's  stockholders,  was  approved  by a
                           vote of at least a  majority  of the  members  of the
                           Board then  still in office  who were  members of the
                           Board at the beginning of such  twenty-four  calendar
                           month period shall be deemed an Incumbent Director;

                  (ii)     any  "person,"  including  a "group"  (as such  terms
                           are used in  Sections  13(d) and  (14(d) of  Exchange
                           the  Act,  but  excluding  the  Company,  any  of its
                           Affiliates  or  any  employee  benefit  plan  of  the
                           Company or any of its  Affiliates)  is or becomes the
                           "beneficial  owner"  (as  defined  in  Rule  13(d)(3)
                           under the Exchange Act),  directly or indirectly,  of
                           securities  of the Company  representing  the greater
                           of 30% or more of the  combined  voting  power of the
                           Company's then outstanding securities;

                  (iii)    the  stockholders  of the  Company  shall  approve  a
                           definitive  agreement  (1) for the  merger  or  other
                           business  combination  of the  Company  with  or into
                           another   corporation   if  (A)  a  majority  of  the
                           directors  of  the  surviving  corporation  were  not
                           directors  of the  Company  immediately  prior to the
                           merger  or  (B)  the   stockholders  of  the  Company
                           immediately  prior  to the  effective  date  of  such
                           merger  own  less  than  50% of the  combined  voting
                           power  in the  then  outstanding  securities  in such
                           surviving  corporation  or (2) for the  sale or other
                           disposition  of  all  or  substantially  all  of  the
                           assets of the Company; or

                  (iv)     the  purchase  of Stock  pursuant  to any  tender  or
                           exchange  offer  made by any  "person,  "including  a
                           "group"  (as such  terms are used in  Sections  13(d)
                           and  14(d)  of the  Exchange  Act),  other  than  the
                           Company,  any  of  its  Affiliates  or  any  employee
                           benefit   plan   of  the   Company   or  any  of  its
                           Affiliates,  for  30% or  more  of the  Stock  of the
                           Company.

SECTION 7.  Amendments and Termination

The Board may amend,  alter,  or discontinue  the Plan at any time and from time
to time, but no amendment,  alteration,  or discontinuation  shall be made which
would  materially  impair the rights of a  Participant  with  respect to a Stock
Option  which  has been  granted  under  the  Plan,  without  the  Participant's
consent,  and no  amendment  shall be made which,  without  the  approval of the
Company's stockholders:

         (a)      would, with respect to any amendment:

                  (i)      materially   increase   the   benefits   accruing  to
                           directors  and  officers,  within the meaning of Rule
                           16a-1(f)   under  the   Exchange   Act   (hereinafter
                           referred to as "Officers"), under the Plan;

                  (ii)     materially  increase  the  number  of shares of Stock
                           which may be issued to directors  and Officers  under
                           the Plan; or

                  (iii)    materially    modify   the    requirements    as   to
                           eligibility    for    directors   and   Officers   to
                           participate in the Plan;

         (b)      would, with respect to Incentive Stock Options:

                  (i)      change   the   class   of   employees   eligible   to
                           participate in the Plan;

                  (ii)     except as permitted  under Section 3 above,  increase
                           the  maximum  number of shares of Stock with  respect
                           to  which  Incentive  Stock  Options  may be  granted
                           under the Plan; or

                  (iii)    extend  the  duration  of the Plan  under  Section  9
                           below with  respect to any  Incentive  Stock  Options
                           granted hereunder; or

         (c)      would  require  shareholder   approval  pursuant  to  Treasury
                  Regulation Section 1.162-27(e)(4)(vi), or any successor
                  thereto.

The  Committee  may  amend  the  terms  of  any  Stock  Option  or  other  award
theretofore granted,  prospectively or retroactively,  but, subject to Section 3
above,  no such  amendment  shall  materially  impair  the  rights of any holder
without the holder's  consent.  Subject to paragraph  3(a) above,  the Committee
may also  substitute  new Stock Options for  previously  granted Stock  Options,
including previously granted Stock Options having higher option prices.

Subject to the above  provisions,  the Board shall have broad authority to amend
the Plan to take into  account  changes in  applicable  tax laws and  accounting
rules, as well as other developments.


SECTION 8.  General Provisions

         (a)      The  Committee  may  require  each  person  purchasing  shares
                  pursuant  to a Stock  Option  under the Plan to  represent  to
                  and agree with the  Company in writing  that the  optionee  or
                  Participant   is  acquiring  the  shares  without  a  view  to
                  distribution  thereof.  The  certificates  for such shares may
                  include any legend which the Committee  deems  appropriate  to
                  reflect any restrictions on transfer.

                  All  certificates  for  shares  of Stock  or other  securities
                  delivered   under   the  Plan   shall  be   subject   to  such
                  stop-transfer  orders and other  restrictions as the Committee
                  may deem  advisable  under the rules,  regulations,  and other
                  requirements  of the  Exchange  Act, any stock  exchange  upon
                  which the Stock is then  listed,  and any  applicable  Federal
                  or  state  securities  law,  and  the  Committee  may  cause a
                  legend or legends to be put on any such  certificates  to make
                  appropriate reference to such restrictions.

         (b)      Nothing  contained  in the Plan  shall  prevent  the  Board of
                  Directors  from  adopting  other  or  additional  compensation
                  arrangements,   subject  to   stockholder   approval  if  such
                  approval  is  required;  and such  arrangements  may be either
                  generally applicable or applicable only in specific cases.

         (c)      The  adoption of the Plan and the receipt of grants  hereunder
                  shall not  confer  upon any  employee  of the  Company  or any
                  Affiliate any right to continued  employment  with the Company
                  or any  Affiliate,  as the case may be, nor shall it interfere
                  in any way with the right of the Company or any  Affiliate  to
                  terminate  the  employment  of  any of  its  employees  at any
                  time.   Further,  an  optionee  shall  have  no  rights  as  a
                  shareholder   of  the  Company  with  respect  to  any  shares
                  covered  by such  person's  Options  until the  issuance  of a
                  stock certificate to him or her representing such shares.

         (d)      No later  than the date as of which an  amount  first  becomes
                  includible  in the gross income of a  Participant  for Federal
                  income tax  purposes  with  respect to any Stock  Option under
                  the Plan, such Participant  shall pay to the Company,  or make
                  arrangements  satisfactory  to  the  Committee  regarding  the
                  payment  of, any  Federal,  state,  or local taxes of any kind
                  required by law to be withheld  with  respect to such  amount.
                  Unless  otherwise  determined  by the  Committee,  the minimum
                  required  withholding  obligations  may be settled with Stock,
                  including  Stock that is part of the Stock  Option  that gives
                  rise to the  withholding  requirement.  The obligations of the
                  Company  under the Plan shall be  conditioned  on such payment
                  or  arrangements,   and  the  Company  shall,  to  the  extent
                  permitted  by law,  have the  right to deduct  any such  taxes
                  from  any   payment   of  any  kind   otherwise   due  to  the
                  Participant.

         (e)      At the time of grant of any Stock  Option,  the  Committee may
                  provide  that any  shares  of Stock  received  as a result  of
                  such  grant  shall be  subject  to a right  of first  refusal,
                  pursuant to which the  Participant  shall be required to offer
                  to the  Company  any  shares  that the  Participant  wishes to
                  sell,  with the price being the then Fair Market  Value of the
                  Stock,  subject  to such  other  terms and  conditions  as the
                  Committee may specify at the time of grant.

         (f)      Each  person  who  is or  shall  have  been  a  member  of the
                  Committee  or of the  Board  shall  be  indemnified  and  held
                  harmless by the  Company,  to the fullest  extent  permissible
                  by Delaware Law, against and from any loss,  cost,  liability,
                  or expense  that may be imposed  upon or  reasonably  incurred
                  by such  person  in  connection  with or  resulting  from  any
                  claim,  action,  suit,  or proceeding to which such person may
                  be made a party or in which  such  person may be  involved  by
                  reason of any  action  taken or  failure to act under the Plan
                  and against  and from any and all amounts  paid by such person
                  in settlement thereof,  with the Company's  approval,  or paid
                  by such person in  satisfaction  of any  judgement in any such
                  action,  suit,  or  proceeding  against such person,  provided
                  such  person  shall give the  Company an  opportunity,  at its
                  own  expense,  to  handle  and  defend  the same  before  such
                  person  undertakes  to handle and  defend it on such  person's
                  own  behalf.  The  foregoing  right of  indemnification  shall
                  not be  exclusive  and  shall  be  independent  of  any  other
                  rights  of  indemnification  to  which  such  persons  may  be
                  entitled  under the  Company's  Certificate  of  Incorporation
                  or By-laws, by contract, as a matter of law, or otherwise.

         (g)      Nothing in the Plan shall be  construed  to limit the right of
                  the Company to  establish  other plans or to pay  compensation
                  to its  employees  in cash or  property,  in a manner which is
                  not expressly authorized under the Plan.

         (h)      The  granting  of awards and the  issuance  of shares of Stock
                  shall  be  subject  to  all  applicable   laws,   rules,   and
                  regulations,   and  to  such  approvals  by  any  governmental
                  agencies or national securities exchanges as may be required.

         (i)      Grants made and amounts  received  under the Plan shall not be
                  deemed   compensation   for   purposes   of   calculating   an
                  employee's  rights  under any  employee  benefit  plan  unless
                  otherwise expressly stated in such plan.

         (j)      The Plan and all  awards  made and  actions  taken  thereunder
                  shall be governed by and  construed  in  accordance  with laws
                  of the State of Delaware.


SECTION 9.  Effective Date and Duration of Plan

The  Plan  originally  became  effective  on May 5,  1994  and was  approved  by
shareholders  on July 12, 1994. As amended and restated  hereby,  the Plan shall
be  effective  on June 1, 1997.  Unless  earlier  terminated  as provided in the
Plan, the Plan shall terminate at  12:00 midnight  on May 4,  2004, and no Stock
Option  shall be granted  under the Plan  thereafter.  However,  termination  of
the Plan shall not affect any Stock  Options  previously  granted,  which  Stock
Options shall remain in effect in  accordance  with their terms and the terms of
the Plan.