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                                                                  EXHIBIT 4.9
 
                             METAL MANAGEMENT, INC.
                                1995 STOCK PLAN
 
                            ------------------------
 
     1. Purposes of the Plan. The purposes of this Stock Plan are:
 
          (a) to attract and retain the best available personnel for positions
     of substantial responsibility,
 
          (b) to provide additional incentive to Employees and Consultants, and
 
          (c) to promote the success of the Company's business.
 
          Options granted under the Plan may be Incentive Stock Options or
     Nonstatutory Stock Options, as determined by the Administrator at the time
     of grant.
 
     2. Definitions. As used herein, the following definitions shall apply:
 
          (a) "Administrator" means the Board or any of its Committees as shall
     be administering the Plan, in accordance with Section 4 of the Plan.
 
          (b) "Applicable Laws" means the legal requirements relating to the
     administration of stock option plans under state corporate and securities
     laws and the Code.
 
          (c) "Board" means the Board of Directors of the Company.
 
          (d) "Code" means the Internal Revenue Code of 1986, as amended.
 
          (e) "Committee" means a Committee appointed by the Board in accordance
     with Section 4 of the Plan.
 
          (f) "Common Stock" means the Common Stock of the Company.
 
          (g) "Company" means Metal Management, Inc., a Delaware corporation.
 
          (h) "Consultant" means any person, including an advisor, engaged by
     the Company or a Parent or Subsidiary to render services and who is
     compensated for such services. The term "Consultant" shall not include
     Directors who are paid only a director's fee by the Company or who are not
     compensated by the Company for their services as Directors.
 
          (i) "Continuous Status as an Employee or Consultant" means that the
     employment or consulting relationship with the Company, any Parent, or
     Subsidiary, is not interrupted or terminated. Continuous Status as an
     Employee or Consultant shall not be considered interrupted in the case of
     (i) any leave of absence approved by the Company or (ii) transfers between
     locations of the Company or between the Company, its Parent, any
     Subsidiary, or any successor. A leave of absence approved by the Company
     shall include sick leave, military leave, or any other personal leave
     approved by an authorized representative of the Company. For purposes of
     Incentive Stock Options, no such leave may exceed 90 days, unless
     reemployment upon expiration of such leave is guaranteed by statute or
     contract. If reemployment upon expiration of a leave of absence approved by
     the Company is not so guaranteed, on the 91st day of such leave any
     Incentive Stock Option held by the Optionee shall cease to be treated as an
     Incentive Stock Option and shall be treated for tax purposes as a
     Nonstatutory Stock Option.
 
          (j) "Director" means a member of the Board.
 
          (k) "Disability" means total and permanent disability as defined in
     Section 22(e)(3) of the Code.
 
          (l) "Employee" means any person, including Officers and Directors,
     employed by the Company or any Parent or Subsidiary of the Company. Neither
     service as a Director nor payment of a director's fee by the Company shall
     be sufficient to constitute "employment" by the Company.
 
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          (m) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.
 
          (n) "Fair Market Value" means, as of any date, the value of Common
     Stock determined as follows:
 
             (i) If the Common Stock is listed on any established stock exchange
        or a national market system, including without limitation the Nasdaq
        National Market of the National Association of Securities Dealers, Inc.
        Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share
        of Common Stock shall be the closing sales price for such stock (or the
        closing bid, if no sales were reported) as quoted on such system or
        exchange (or the exchange with the greatest volume of trading in Common
        Stock) on the last market trading day prior to the day of determination,
        as reported in The Wall Street Journal or such other source as the
        Administrator deems reliable;
 
             (ii) If the Common Stock is quoted on the NASDAQ System (but not on
        the Nasdaq National Market thereof) or is regularly quoted by a
        recognized securities dealer but selling prices are not reported, the
        Fair Market Value of a Share of Common Stock shall be the mean between
        the high bid and low asked prices for the Common Stock on the last
        market trading day prior to the day of determination, as reported in The
        Wall Street Journal or such other source as the Administrator deems
        reliable;
 
             (iii) In the absence of an established market for the Common Stock,
        the Fair Market Value shall be determined in good faith by the
        Administrator.
 
          (o) "Incentive Stock Option" means an Option intended to qualify as an
     incentive stock option within the meaning of Section 422 of the Code and
     the regulations promulgated thereunder.
 
          (p) "Nonstatutory Stock Option" means an Option not intended to
     qualify as an Incentive Stock Option.
 
          (q) "Notice of Grant" means a written notice evidencing certain terms
     and conditions of an individual Option. The Notice of Grant is part of the
     Option Agreement.
 
          (r) "Officer" means a person who is an officer of the Company within
     the meaning of Section 16 of the Exchange Act and the rules and regulations
     promulgated thereunder.
 
          (s) "Option" means a stock option granted pursuant to the Plan.
 
          (t) "Option Agreement" means a written agreement between the Company
     and an Optionee evidencing the terms and conditions of an individual Option
     grant. The Option Agreement is subject to the terms and conditions of the
     Plan.
 
          (u) "Option Exchange Program" means a program whereby outstanding
     options are surrendered in exchange for options with a lower exercise
     price.
 
          (v) "Optioned Stock" means the Common Stock subject to an Option.
 
          (w) "Optionee" means an Employee or Consultant who holds an
     outstanding Option.
 
          (x) "Parent" means a "parent corporation", whether now or hereafter
     existing, as defined in Section 424(e) of the Code.
 
          (y) "Plan" means this 1995 Stock Option Plan.
 
          (z) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
     to Rule 16b-3, as in effect when discretion is being exercised with respect
     to the Plan.
 
          (aa) "Share" means a share of the Common Stock, as adjusted in
     accordance with Section 12 of the Plan.
 
          (bb) "Subsidiary" means a "subsidiary corporation", whether now or
     hereafter existing, as defined in Section 424(f) of the Code.
 
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     3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 5,200,000 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock.
 
     If an Option expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated); provided,
however, that Shares that have actually been issued under the Plan, whether upon
exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of
Restricted Stock are repurchased by the Company at their original purchase
price, and the original purchaser of such Shares did not receive any benefits of
ownership of such Shares, such Shares shall become available for future grant
under the Plan. For purposes of the preceding sentence, voting rights shall not
be considered a benefit of Share Ownership.
 
     4. Administration of the Plan.
 
          (a) Procedure.
 
             (i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the
        Plan may be administered by different bodies with respect to Directors,
        Officers who are not Directors, and Employees who are neither Directors
        nor Officers.
 
             (ii) Administration With Respect to Directors and Officers Subject
        to Section 16(b). With respect to Option grants made to Employees who
        are also Officers or Directors subject to Section 16(b) of the Exchange
        Act, the Plan shall be administered by (A) the Board, if the Board may
        administer the Plan in compliance with the rules governing a plan
        intended to qualify as a discretionary plan under Rule 16b-3; provided,
        however, that the Board may grant Options to Employees who are also
        Officers or Directors subject to Section 16(b) of the Exchange Act if
        the Board is unable to administer the Plan in compliance with the rules
        governing a plan intended to qualify as a discretionary plan under Rule
        16b-3 (provided, however, that in such a case, the grant of Options to
        Employees who are Officers or Directors subject to Section 16(b) of the
        Exchange Act will constitute a non-exempt purchase under Section 16(b)),
        or (B) a committee designated by the Board to administer the Plan, which
        committee shall be constituted to comply with the rules governing a plan
        intended to qualify as a discretionary plan under Rule 16b-3. Once
        appointed, such Committee shall continue to serve in its designated
        capacity until otherwise directed by the Board. From time to time the
        Board may increase the size of the Committee and appoint additional
        members, remove members (with or without cause) and substitute new
        members, fill vacancies (however caused), and remove all members of the
        Committee and thereafter directly administer the Plan, all to the extent
        permitted by the rules governing a plan intended to qualify as a
        discretionary plan under Rule 16b-3.
 
             (iii) Administration With Respect to Other Persons. With respect to
        Option grants made to Employees or Consultants who are neither Directors
        nor Officers of the Company, the Plan shall be administered by (A) the
        Board or (B) a committee designated by the Board, which committee shall
        be constituted to satisfy Applicable Laws. Once appointed, such
        Committee shall serve in its designated capacity until otherwise
        directed by the Board. The Board may increase the size of the Committee
        and appoint additional members, remove members (with or without cause)
        and substitute new members, fill vacancies (however caused), and remove
        all members of the Committee and thereafter directly administer the
        Plan, all to the extent permitted by Applicable Laws.
 
          (b) Powers of the Administrator. Subject to the provisions of the
     Plan, and in the case of a Committee, subject to the specific duties
     delegated by the Board to such Committee, the Administrator shall have the
     authority, in its discretion:
 
             (i) to determine the Fair Market Value of the Common Stock, in
        accordance with Section 2(n) of the Plan;
                                       


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             (ii) to select the Consultants and Employees to whom Options may be
        granted hereunder;
 
             (iii) to determine whether and to what extent Options are granted
        hereunder;
 
             (iv) to determine the number of shares of Common Stock to be
        covered by each Option granted hereunder;
 
             (v) to approve forms of agreement for use under the Plan;
 
             (vi) to determine the terms and conditions, not inconsistent with
        the terms of the Plan, of any award granted hereunder. Such terms and
        conditions include, but are not limited to, the exercise price, the time
        or times when Options may be exercised (which may be based on
        performance criteria), any vesting acceleration or waiver of forfeiture
        restrictions, and any restriction or limitation regarding any Option or
        the shares of Common Stock relating thereto, based in each case on such
        factors as the Administrator, in its sole discretion, shall determine;
 
             (vii) to reduce the exercise price of any Option to the then
        current Fair Market Value if the Fair Market Value of the Common Stock
        covered by such Option shall have declined since the date the Option was
        granted;
 
             (viii) to construe and interpret the terms of the Plan and awards
        granted pursuant to the Plan;
 
             (ix) to prescribe, amend and rescind rules and regulations relating
        to the Plan, including rules and regulations relating to sub-plans
        established for the purpose of qualifying for preferred tax treatment
        under foreign tax laws;
 
             (x) to modify or amend each Option (subject to Section 14(c) of the
        Plan), including the discretionary authority to extend the
        post-termination exercisability period of Options longer than is
        otherwise provided for in the Plan;
 
             (xi) to authorize any person to execute on behalf of the Company
        any instrument required to effect the grant of an Option previously
        granted by the Administrator;
 
             (xii) to institute an Option Exchange Program;
 
             (xiii) to determine the terms and restrictions applicable to
        Options; and
 
             (xiv) to make all other determinations deemed necessary or
        advisable for administering the Plan.
 
          (c) Effect of Administrator's Decision. The Administrator's decisions,
     determinations and interpretations shall be final and binding on all
     Optionees and any other holders of Options.
 
     5. Eligibility. Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee or Consultant who has been granted an Option may
be granted additional Options.
 
     6. Limitations.
 
          (a) Each Option shall be designated in the Notice of Grant as either
     an Incentive Stock Option or a Nonstatutory Stock Option. However,
     notwithstanding such designations, to the extent that the aggregate Fair
     Market Value:
 
             (i) of Shares subject to an Optionee's Incentive Stock Options
        granted by the Company, and Parent or Subsidiary, which
 
             (ii) become exercisable for the first time during any calendar year
        (under all plans of the Company or any Parent or Subsidiary) exceeds
        $100,000, such excess Options shall be treated as Nonstatutory Stock
        Options. For purposes of this Section 6(a), Incentive Stock Options
        shall be taken into account in the order in which they were granted, and
        the Fair Market Value of the shares shall be determined as of the time
        of grant.
 
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          (b) Neither the Plan nor any Option shall confer upon an Optionee any
     right with respect to continuing the Optionee's employment or consulting
     relationship with the Company, nor shall they interfere in any way with the
     Optionee's right or the Company's right to terminate such employment or
     consulting relationship at any time, with or without cause.
 
          (c) The following limitations shall apply to grants of Options to
     Employees:
 
             (i) No Employee shall be granted, in any fiscal year of the
        Company, Options to purchase more than 500,000 Shares.
 
             (ii) The foregoing limitations shall be adjusted proportionately in
        connection with any change in the Company's capitalization as described
        in Section 12.
 
             (iii) If an Option is canceled in the same fiscal year of the
        Company in which it was granted (other than in connection with a
        transaction described in Section 12), the canceled Option will be
        counted against the limit set forth in Section 6(c)(i). For this
        purpose, if the exercise price of an Option is reduced, the transaction
        will be treated as a cancellation of the Option and the grant of a new
        Option.
 
     7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall become
effective upon the earlier to occur of its adoption by the Board or its approval
by the shareholders of the Company as described in Section 18 of the Plan. It
shall continue in effect for a term of ten (10) years unless terminated earlier
under Section 14 of the Plan.
 
     8. Term of Option. The term of each Option shall be stated in the Notice of
Grant; provided, however, that in the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such shorter term as may
be provided in the Notice of Grant. Moreover, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be five (5) years from the date of grant or
such shorter term as may be provided in the Notice of Grant.
 
     9. Option Exercise Price and Consideration.
 
          (a) Exercise Price. The per share exercise price for the Shares to be
     issued pursuant to exercise of an Option shall be determined by the
     Administrator, subject to the following:
 
             (i) In the case of an Incentive Stock Option.
 
                (A) granted to an Employee who, at the time the Incentive Stock
           Option is granted, owns stock representing more than ten percent
           (10%) of the voting power of all classes of stock of the Company or
           any Parent or Subsidiary, the per Share exercise price shall be no
           less than 110% of the Fair Market Value per Share on the date of
           grant.
 
                (B) granted to any Employee other than an Employee described in
           paragraph (A) immediately above, the per Share exercise price shall
           be no less than 100% of the Fair Market Value per Share on the date
           of grant.
 
             (ii) In the case of a Nonstatutory Stock Option, the per Share
        exercise price shall be determined by the Administrator.
 
          (b) Waiting Period and Exercise Dates. At the time an Option is
     granted, the Administrator shall fix the period within which the Option may
     be exercised and shall determine any conditions which must be satisfied
     before the Option may be exercised. In so doing, the Administrator may
     specify that an Option may not be exercised until the completion of a
     service period.
 
          (c) Form of Consideration. The Administrator shall determine the
     acceptable form of consideration for exercising an Option, including the
     method of payment. In the case of an Incentive Stock Option,
 
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     the Administrator shall determine the acceptable form of consideration at
     the time of grant. Such consideration may consist entirely of:
 
             (i) cash;
 
             (ii) check;
 
             (iii) promissory note;
 
             (iv) other Shares which (A) in the case of Shares acquired upon
        exercise of an option, have been owned by the Optionee for more than six
        months on the date of surrender, and (B) have a Fair Market Value on the
        date of surrender equal to the aggregate exercise price of the Shares as
        to which said Option shall be exercised;
 
             (v) delivery of a properly executed exercise notice together with
        such other documentation as the Administrator and the broker, if
        applicable, shall require to effect an exercise of the Option and
        delivery to the Company of the sale or loan proceeds required to pay the
        exercise price;
 
             (vi) a reduction in the amount of any Company liability to the
        Optionee, including any liability attributable to the Optionee's
        participation in any Company-sponsored deferred compensation program or
        arrangement;
 
             (vii) any combination of the foregoing methods of payment; or
 
             (viii) such other consideration and method of payment for the
        issuance of Shares to the extent permitted by Applicable Laws.
 
     10. Exercise of Option.
 
          (a) Procedure for Exercise; Rights as a Shareholder. Any Option
     granted hereunder shall be exercisable according to the terms of the Plan
     and at such times and under such conditions as determined by the
     Administrator and set forth in the Option Agreement.
 
          An Option may not be exercised for a fraction of a Share.
 
          An Option shall be deemed exercised when the company receives: (i)
     written notice of exercise (in accordance with the Option Agreement) from
     the person entitled to exercise the Option, and (ii) full payment for the
     Shares with respect to which the Option is exercised. Full payment may
     consist of any consideration and method of payment authorized by the
     Administrator and permitted by the Option Agreement and the Plan. Shares
     issued upon exercise of an Option shall be issued in the name of the
     Optionee or, if requested by the Optionee, in the name of the Optionee and
     his or her spouse. Until the stock certificate evidencing such Shares is
     issued (as evidenced by the appropriate entry on the books of the Company
     or of a duly authorized transfer agent of the Company), no right to vote or
     receive dividends or any other rights as a shareholder shall exist with
     respect to the Optioned Stock, notwithstanding the exercise of the Option.
     The Company shall issue (or cause to be issued) such stock certificate
     promptly after the Option is exercised. No adjustment will be made for a
     dividend or other right for which the record date is prior to the date the
     stock certificate is issued, except as provided in Section 12 of the Plan.
 
          Exercising an Option in any manner shall decrease the number of Shares
     thereafter available, both for purposes of the Plan and for sale under the
     Option, by the number of Shares as to which the Option is exercised.
 
          (b) Termination of Employment or Consulting Relationship. Upon
     termination of an Optionee's Continuous Status as an Employee or
     Consultant, other than upon the Optionee's death or Disability, the
     Optionee may exercise his or her Option, but only within such period of
     time as is specified in the Notice of Grant, and only to the extent that
     the Optionee was entitled to exercise it at the date of termination (but in
     no event later than the expiration of the term of such Option as set forth
     in the Notice of Grant). In the absence of a specified time in the Notice
     of Grant, the Option shall remain exercisable for 90 days following the
     Optionee's termination of Continuous Status as an Employee or Consultant.
     In the case of
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     an Incentive Stock Option, such period of time shall not exceed ninety (90)
     days from the date of termination. If, at the date of termination, the
     Optionee is not entitled to exercise his or her entire Option, the Shares
     covered by the unexercisable portion of the Option shall revert to the
     Plan. If, after termination, the Optionee does not exercise his or her
     Option within the time specified by the Administrator, the Option shall
     terminate, and the Shares covered by such Option shall revert to the Plan.
 
          (c) Disability of Optionee. In the event that an Optionee's Continuous
     Status as an Employee or Consultant terminates as a result of the
     Optionee's Disability, the Optionee may exercise his or her Option at any
     time with twelve (12) months from the date of such termination, but only to
     the extent that the Optionee was entitled to exercise it at the date of
     such termination (but in no event later than the expiration of the term of
     such Option as set forth in the Notice of Grant). If, at the date of
     termination, the Optionee is not entitled to exercise his or her entire
     Option, the Shares covered by the unexercisable portion of the Option shall
     revert to the Plan. If, after termination, the Optionee does not exercise
     his or her Option within the time specified herein, the Option shall
     terminate, and the Shares covered by such Option shall revert to the Plan.
 
          (d) Death of Optionee. In the event of the death of an Optionee, the
     Option may be exercised at any time within twelve (12) months following the
     date of death (but in no event later than the expiration of the term of
     such Option as set forth in the Notice of Grant), by the Optionee's estate
     or by a person who acquired the right to exercise the Option by bequest or
     inheritance, but only to the extent that the Optionee was entitled to
     exercise the Option at the date of death. If, at the time of death, the
     Optionee was not entitled to exercise his or her entire Option, the Shares
     covered by the unexercisable portion of the Option shall immediately revert
     to the Plan. If, after death, the Optionee's estate or a person who
     acquired the right to exercise the Option by bequest or inheritance does
     not exercise the Option with the time specified herein, the Option shall
     terminate, and the Shares covered by such Option shall revert to the Plan.
 
          (e) Rule 16b-3. Options granted to individuals subject to Section 16
     of the Exchange Act ("Insiders") must comply with the applicable provisions
     of Rule 16b-3 and shall contain such additional conditions or restrictions
     as may be required thereunder to qualify for the maximum exemption from
     Section 16 of the Exchange Act with respect to Plan transactions.
 
     11. Non-Transferability of Options. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
 
     12. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.
 
          (a) Changes in Capitalization. Subject to any required action by the
     shareholders of the Company, the number of shares of Common Stock covered
     by each outstanding Option, and the number of shares of Common Stock which
     have been authorized for issuance under the Plan but as to which no Options
     have yet been granted or which have been returned to the Plan upon
     cancellation or expiration of an Option, as well as the price per share of
     Common Stock covered by each such outstanding Option, shall be
     proportionately adjusted for any increase or decrease in the number of
     issued shares of Common Stock resulting from a stock split, reverse stock
     split, stock dividend, combination or reclassification of the Common Stock,
     or any other increase or decrease in the number of issued shares of Common
     Stock effected without receipt of consideration by the Company; provided,
     however, that conversion of any convertible securities of the Company shall
     not be deemed to have been "effected without receipt of consideration."
     Such adjustment shall be made by the Board, whose determination in that
     respect shall be final, binding and conclusive. 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 of Common Stock subject to an Option.
 
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          (b) Dissolution or Liquidation. In the event of the proposed
     dissolution or liquidation of the Company, to the extent that an Option has
     not been previously exercised, it will terminate immediately prior to the
     consummation of such proposed action. The Board may, in the exercise of its
     sole discretion in such instances, declare that any Option shall terminate
     as of a date fixed by the Board and give each Optionee the right to
     exercise his or her Option as to all or any part of the Optioned Stock,
     including Shares as to which the Option would not otherwise be exercisable.
 
          (c) Merger or Asset Sale. In the event of a merger of the Company with
     or into another corporation, or the sale of substantially all of the assets
     of the Company, each outstanding Option may be assumed or an equivalent
     option may be substituted by the successor corporation or a Parent or
     Subsidiary of the successor corporation. The Administrator may, in lieu of
     such assumption or substitution, provide for the Optionee to have the right
     to exercise the Option as to all or a portion of the Optioned Stock,
     including Shares as to which it would not otherwise be exercisable. If the
     Administrator makes an Option exercisable in lieu of assumption or
     substitution in the event of a merger or sale of assets, the Administrator
     shall notify the Optionee that the Option shall be fully exercisable for a
     period of fifteen (15) days from the date of such notice, and the Option
     will terminate upon the expiration of such period. For the purposes of this
     paragraph, the Option shall be considered assumed if, following the merger
     or sale of assets, the option confers the right to purchase, for each Share
     of Optioned Stock subject to the Option immediately prior to the merger or
     sale of assets, the consideration (whether stock, cash, or other securities
     or property) received in the merger or sale of assets by holders of Common
     Stock for each Share held on the effective date of the transaction (and if
     holders were offered a choice of consideration, the type of consideration
     chosen by the holders of a majority of the outstanding Shares); provided,
     however, that if such consideration received in the merger or sale of
     assets was not solely common stock of the successor corporation or its
     Parent, the Administrator may, with the consent of the successor
     corporation, provide for the consideration to be received upon the exercise
     of the Option, for each Share of Optioned Stock subject to the Option, to
     be solely common stock of the successor corporation or its Parent equal in
     fair market value to the per share consideration received by holders of
     Common Stock in the merger or sale of assets.
 
     13. Date of Grant. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
 
     14. Amendment and Termination of the Plan.
 
          (a) Amendment and Termination. The Board may at any time amend, alter,
     suspend or terminate the Plan.
 
          (b) Shareholder Approval. The Company shall obtain shareholder
     approval of any Plan amendment to the extent necessary and desirable to
     comply with Rule 16b-3 or with Section 422 of the Code (or any successor
     rule or statute or other applicable law, rule or regulation, including the
     requirements of any exchange or quotation system on which the Common Stock
     is listed or quoted). Such shareholder approval, if required, shall be
     obtained in such a manner and to such a degree as is required by the
     applicable law, rule or regulation.
 
          (c) Effect of Amendment or Termination. No amendment, alteration,
     suspension or termination of the Plan shall impair the rights of any
     Optionee, unless mutually agreed otherwise between the Optionee and the
     Administrator, which agreement must be in writing and signed by the
     Optionee and the Company.
 
     15. Conditions Upon Issuance of Shares.
 
          (a) Legal Compliance. Shares shall not be issued pursuant to the
     exercise of an Option unless the exercise of such Option and the issuance
     and delivery of such Shares shall comply with all relevant provisions of
     the law, including, without limitation, the Securities Act of 1933, as
     amended, the Exchange Act, the rules and regulations promulgated
     thereunder, Applicable Laws, and the requirements of any
                                       


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     stock exchange or quotation system upon which the Shares may then be listed
     or quoted, and shall be further subject to the approval of counsel for the
     Company with respect to such compliance.
 
          (b) Investment Representations. As a condition to the exercise of an
     Option, the Company may require the person exercising such Option 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.
 
     16. Liability of Company.
 
          (a) Inability to Obtain Authority. The inability of the Company to
     obtain authority from any regulatory body having jurisdiction, which
     authority is deemed by the Company's counsel to be necessary to the lawful
     issuance and sale of any Shares hereunder, shall relieve the Company of any
     liability in respect of the failure to issue or sell such Shares as to
     which such requisite authority shall not have been obtained.
 
          (b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by
     an Option exceeds, as of the date of grant, the number of Shares which may
     be issued under the Plan without additional shareholder approval, such
     Option shall be void with respect to such excess Optioned Stock, unless
     shareholder approval of an amendment sufficiently increasing the number of
     Shares subject to the Plan is timely obtained in accordance with Section
     14(b) of the Plan.
 
     17. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirement of the Plan.
 
     18. Shareholder Approval. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the manner and to the degree required under applicable federal and state law.
 
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