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                                                                  EXHIBIT 10.38

                         THE ROBERT MONDAVI CORPORATION
                              AMENDED AND RESTATED
                           1993 EQUITY INCENTIVE PLAN


1.  PURPOSE.

    (a) The purpose of this Plan is to provide a means by which selected
key Employees of and Consultants to the Company and its Affiliates may be given
an opportunity to benefit from increases in value of the stock of the Company
through the granting of Stock Awards including (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Performance Grants, (iv) Stock Bonuses and (v)
Restricted Stock or Restricted Stock Units, all as defined below.

    (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees of or Consultants to the Company or its
Affiliates, to secure and retain the services of new Employees and Consultants,
and to provide incentives for such persons to exert maximum efforts for the
success of the Company and its Affiliates.

    (c) In the discretion of the Committee to which responsibility for
administration of the Plan is delegated pursuant to Section 3, an Employee or
Consultant may be granted any Stock Award permitted under the provisions of the
Plan, and more than one Stock Award may be granted to a participant. Stock
Awards may be granted as alternatives to or replacements of Stock Awards
outstanding under the Plan or any other awards outstanding under another plan or
arrangement of the Company or an Affiliate. All Stock Awards which are granted
as Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and a separate certificate or
certificates will be issued for shares purchased on exercise of each type of
Option.

2.  DEFINITIONS.

    (a) "AFFILIATE" means any parent corporation, subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f), respectively, of the Code or a partnership, joint venture or other
entity in which the Company owns a substantial equity interest.

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

    (c) "CODE" means the Internal Revenue Code of 1986, as amended.

    (d) "COMMITTEE" means the Compensation Committee of the Board of
Directors or another committee appointed by the Board in accordance with
subsection 3(c) of the Plan.

    (e) "COMPANY" means The Robert Mondavi Corporation, a California
corporation.

    (f) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render services and who is compensated for such
services, provided that 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.

    (g) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means the
employment or the relationship as a Consultant is not interrupted or terminated.
The Committee, in its sole discretion, may determine whether Continuous Status
as an Employee or Consultant shall be considered interrupted in the case of (i)
any approved leave of absence, including sick leave, military leave, or any
other personal 

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leave, or (ii) transfers between locations of the Company or between the Company
and its Affiliates or their successors.

           (h) "DIRECTOR" means a member of the Board.

           (i) "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

           (j) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate 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.

           (k) "EXCHANGE ACT" means the Securities and Exchange Act of 1934, as
amended from time to time.

           (l) "FAIR MARKET VALUE" means the value of the Company's Class A
Common Stock as determined from time to time in good faith by the Committee.

           (m) "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.

           (n) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

           (o) "OFFICER" means a person who is an "executive officer" of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

           (p) "OPTION" means a stock option granted pursuant to the Plan.

           (q) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

           (r) "OPTIONED SHARES" means that number of shares of Class A Common
Stock of the Company subject to an Option.

           (s) "OPTIONEE" means an Employee or Consultant who holds an
outstanding Option.

           (t) "PERFORMANCE CRITERIA" means the various business criteria set
forth in Section 8(b).

           (u) "PERFORMANCE GRANT" means a grant of shares of Class A Common
Stock or of a right to receive shares of Class A Common Stock (or their cash
equivalent or a combination of both) based on such performance goals, factors or
other conditions, restrictions or contingencies as may be fixed by the Committee
and as set forth herein.

           (v) "PLAN" means this 1993 Equity Incentive Plan.


           (w) "RESTRICTED STOCK" AND "RESTRICTED STOCK UNITS" means Optioned 
Shares awarded and held subject to the restrictions set forth in Section 9, and 
rights to receive Restricted Stock, respectively. In lieu of Restricted Stock, 
the Company may grant Restricted Stock Units.


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          (x) "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.

           (y) "STOCK APPRECIATION RIGHT" or "SAR" means the right of a
participant to receive, in cash, Class A Common Stock or Optioned Shares, the
excess of (A) the Fair Market Value of a specified number of shares of Class A
Common Stock at the time of exercise, over (B) an exercise price established by
the Committee.

           (z) "STOCK AWARD" means any right granted under the Plan, including
any Option, Stock Appreciation Right, Performance Grant, any Stock Bonus, an
award of Restricted Stock or Restricted Stock Units, and any other
incentive-based awards adopted pursuant to Section 15 of this Plan.

           (aa) "STOCK AWARD AGREEMENT" means a written agreement between the
Company and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

           (bb) "STOCK BONUS" means current or deferred Optioned Shares granted
pursuant to Section 9.

3.         ADMINISTRATION.

           (a) The Plan shall be administered by a Committee, unless the Board,
in its discretion, assumes administration of the Plan, whereupon the Board shall
have all powers herein conferred on the Committee.

           (b) The Committee shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

                     (1) To determine from time to time which of the persons  
eligible  under the Plan shall be granted  Stock Awards; when and how each Stock
Award shall be granted; the provisions of each such Stock Award (which need not 
be identical); and the number of shares with respect to which Stock Awards shall
be granted to each such person. The maximum number of Optioned Shares that may 
be covered by Options, Stock Appreciation Rights, Performance Grants, Stock 
Bonuses and Restricted Stock granted to any one individual shall be 100,000 
shares during any single calendar year.

                     (2) To construe and interpret the Plan and Stock Awards 
granted under it, and to establish, amend and revoke rules and regulations for 
its administration. The Committee, in the exercise of this power, may correct 
any defect, omission or inconsistency in the Plan or in any Stock Award in a 
manner and to the extent it shall deem necessary or expedient to make the Plan 
fully effective.

                     (3) Generally, to exercise such powers and to perform such 
acts as the Committee deems necessary or expedient to promote the best 
interests of the Company.

           (c) The Committee shall consist of not fewer than two (2) members of
the Board. The Committee's powers enumerated above shall be subject to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board.

           (d) All judgments, determinations, and actions of every kind and
nature with respect to the Plan and its administration undertaken by the
Committee or the Board shall be made in the sole discretion of the Committee or
Board as the case may be.


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4.         SHARES SUBJECT TO THE PLAN.

           (a) Subject to the provisions of Section 14 below, the maximum number
of Optioned Shares that may be issued to participants and their beneficiaries
under the Plan shall not exceed in the aggregate two million five hundred eighty
five thousand two hundred ninety four (2,585,294). If any Stock Award shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, the Optioned Shares not acquired shall revert to and
again become available for issuance under the Plan. In the event of payment for
Optioned Shares or settlement of an SAR by delivery to the Company of other
shares of its Class A Common Stock, only the net shares issued shall be
considered toward the maximum number of Optioned Shares. In the event of an
exercise of an SAR for cash, or payment of cash for Restricted Stock Units, no
Optioned Shares shall be deemed to have been utilized.

           (b) The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

5.         ELIGIBILITY.

           (a) Incentive Stock Options may be granted only to key Employees.
Stock Awards other than Incentive Stock Options may be granted only to key
Employees or Consultants.

           (b) No person shall be eligible for the grant of an Incentive Stock
Option if, at the time of grant, such person owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of any
of its Affiliates, unless the exercise price of such Incentive Stock Option is
at least one hundred ten percent (110%) of the Fair Market Value of such stock
at the date of grant and the Incentive Stock Option is not exercisable after the
expiration of five (5) years from the date of grant.

6.         OPTION PROVISIONS.

           An Option represents the right to purchase a specified number of
shares during a specified period at a price per share that is no less than that
required by Section 6(b). Each Option shall be in such form and shall contain
such terms and conditions as the Committee shall deem appropriate. The
provisions of separate Options need not be identical, but each Option shall
include (through incorporation of provisions hereof by reference in the Option
Agreement or otherwise) the substance of each of the following provisions:

           (a) No Option shall be exercisable after the expiration of ten 
(10) years from the date it was granted.

           (b) The exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted. The exercise price of
each Nonstatutory Stock Option shall be not less than fifty percent (50%) of the
Fair Market Value of the stock subject to the Option on the date the Option is
granted. The foregoing not withstanding, the Committee may provide that the date
of grant of any Nonstatutory Stock Option is the date on which the Optionee was
hired or promoted (or similar event) if the grant of the Option occurs not more
than 90 days after the date of such hiring, promotion or other event. The
exercise price of each Option shall be specified in the Option Agreement.

           (c) The purchase price of stock acquired pursuant to an Option shall
be paid, to the extent permitted by applicable statutes and regulations, either
(i) in cash at the time the Option is exercised, or (ii) at the discretion of
the Committee, exercised either at the time of the grant or exercise of the
Option, 

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(A) by delivery to the Company (including by attestation) of other Class A
Common Stock of the Company, (B) according to a deferred payment or other
arrangement (which may include, without limiting the generality of the
foregoing, the use of other Class A Common Stock of the Company) with the person
to whom the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), (C) by cashless exercise methods which are permitted by law,
including, without limitation, methods whereby a broker sells the Optioned
Shares to which the exercise relates or holds them as collateral for a margin
loan, delivers the Option Price to the Company, and delivers the remaining
proceeds to the Optionee (and in connection therewith, the Company may establish
a cashless exercise program including a program where the commissions on the
sale of Optioned Shares to which the exercise relates are paid by the Company),
or (D) in any other form of legal consideration that may be acceptable to the
Committee. In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions of
the Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.

    (d) Except as may be permitted by the Committee in any particular
Option Agreement, 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 person to whom the Option is granted only by such person.

    (e) The total number of Optioned Shares may, but need not, be allotted
in periodic installments (which may, but need not, be equal). The Option
Agreement may provide that from time to time during each of such installment
periods, the Option may become exercisable ("vest") with respect to some or all
of the shares allotted to that period, and may be exercised with respect to some
or all of the shares allotted to such period and/or any prior period as to which
the Option became vested but was not fully exercised. During the remainder of
the term of the Option (if its term extends beyond the end of the installment
periods), the Option may be exercised from time to time with respect to any
Optioned Shares then remaining subject to the Option. The provisions of this
subsection 6(e) are subject to any Option provisions in the Option Agreement
governing the minimum number of shares as to which an Option may be exercised.

    (f) In the event an Optionee's Continuous Status as an Employee or
Consultant terminates (other than upon Disability or death), the Optionee may
exercise his or her Option, but only within such period of time as is determined
by the Committee and specified in the Option Agreement (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement).

    (g) In the event an Optionee's Continuous Status as an Employee or
Consultant terminates as a result of Disability, the Optionee may exercise his
or her Option, but only within such period of time as is determined by the
Committee and specified in the Option Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement).

    (h) In the event an Optionee's Continuous Status as an Employee or
Consultant terminates as a result of death, the Option may be exercised, but
only within such period of time as is determined by the Committee and specified
in the Option Agreement (but in no event later than the expiration of the term
of such Option as set forth in the Option Agreement), by the Optionee's estate
or by a person who acquired the right to exercise the Options by bequest or
inheritance, but only to the extent the Optionee was entitled to exercise the
Option at the time of death.

    (i) The Option Agreement may, but need not, include a provision whereby
the Optionee may elect at any time while an Employee or Consultant to exercise
the Option as to any part or all of the shares subject to the Option prior to
the full vesting of the Option. Any unvested shares so purchased may be 

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subject to a repurchase right in favor of the Company or to any other
restriction the Committee determines to be appropriate.

7.         STOCK APPRECIATION RIGHTS ("SARs").

           (a) A Stock Appreciation Right or SAR is a right to receive a
payment, in cash, Class A Common Stock, Optioned Shares or a combination of the
foregoing, equal to the excess of the Fair Market Value at time of exercise of a
specified number of shares over the aggregate exercise price of the SARs being
exercised. The aggregate exercise price of SARs shall not be less than fifty
percent (50%) of the Fair Market Value of the specified number of shares subject
to the SARs. Subject to the other applicable provisions of the Plan, the
Committee shall have the authority to grant SARs to a Plan participant either
separately or in tandem with other Stock Awards. The exercise of a tandem Stock
Award shall result in an immediate cancellation of its corresponding SAR, and
the exercise of a tandem SAR shall cause an immediate cancellation of its
corresponding Stock Award. SARs shall be subject to such other terms and
conditions as the Committee may specify.

           (b) Upon the exercise of an SAR, the participant shall be entitled to
receive an amount equal to the difference between the Fair Market Value of a
share of Class A Common Stock of the Company on the date of exercise and the
exercise price of the SAR. The Committee shall decide whether such payment shall
be in cash, Class A Common Stock, Optioned Shares or in a combination thereof.

8.         PERFORMANCE GRANTS.

           (a) A Performance Grant is a grant, subject to the attainment of the
Performance Criteria, of shares of stock or of the right to receive shares of
stock (or their cash equivalent or a combination of both) in the future. Subject
to the other applicable provisions of the Plan, Performance Grants may be
awarded to Employees or Consultants at any time and from time to time as
determined by the Committee. The Committee shall have complete discretion in
determining the size and composition of Performance Grants so issued to a
participant and the appropriate period over which performance is to be measured
("performance cycle").

           (b) The value of each Performance Grant may be fixed or it may be
permitted to fluctuate based on the Performance Criteria selected by the
Committee. The Committee shall establish Performance Criteria that, depending on
the extent to which they are met, will determine the ultimate value of the
Performance Grant or the portion of such Performance Grant earned by
participants, or both. The Committee shall establish performance goals and
objectives for each performance cycle and shall identify one or more of the
following business criteria or objectives that is to be monitored during the
performance cycle in determining the Performance Grant: return on assets,
operating ratios, cash flow, shareholder return, revenue growth, net income,
earnings per share, debt reduction, return on investment, revenue and attainment
of budgets.

           (c) The Committee shall determine the portion of each Performance
Grant that is earned by a participant on the basis of the achievement of the
Performance Criteria during the performance cycle in relation to the performance
goals for such cycle. The earned portion of a Performance Grant may be paid out
in restricted or non-restricted shares, cash or a combination of both as the
Committee may determine.

           (d) A participant must be an Employee or Consultant of the Company at
the end of the performance cycle in order to be entitled to payment of a
Performance Grant issued in respect of such cycle; provided, however, that,
except as otherwise determined by the Committee, if a participant ceases to be
an Employee or Consultant of the Company upon the occurrence of his or her
death, retirement, Disability or other reasons determined by the Committee prior
to the end of the performance cycle, the 

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participant shall earn a proportionate portion of the Performance Grant based 
upon the elapsed portion of the performance cycle and the Company's performance 
over that portion of such cycle.

9.  STOCK BONUSES AND RESTRICTED STOCK.

    The Committee may at any time and from time to time award a Stock
Bonus, Restricted Stock or Restricted Stock Units to such participants and in
such amounts as it determines. An award of Restricted Stock or Restricted Stock
Units may specify, in the Stock Award Agreement, the applicable restrictions, if
any, on the shares subject thereto, the duration of such restrictions, and the
time or times at which the restrictions shall lapse with respect to all or part
of the shares that are part of the award. Each Stock Bonus or Stock Award
Agreement shall be in such form and shall contain such terms and conditions as
the Committee shall deem appropriate. The terms and conditions of Stock Bonuses
or grants of Restricted Stock or Restricted Stock Units may change from time to
time, and the terms and conditions of separate agreements need not be identical,
but each Stock Bonus or Stock Award Agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions as appropriate:

         (a) The Committee may determine that eligible participants in the Plan
may be awarded Optioned Stock pursuant to a Stock Bonus in consideration for
past services actually rendered to the Company or for its benefit.

         (b) Except as permitted by the Committee in any particular Stock Award
Agreement, no rights under a Stock Bonus or Stock Award Agreement shall be
transferable except by will or by the laws of descent and distribution so long
as Optioned Shares awarded under such agreement remain subject to the terms of
the agreement.

         (c) The purchase price of Optioned Shares acquired pursuant to a Stock
Award Agreement shall be paid either: (i) in cash at the time of purchase; (ii)
at the discretion of the Committee, according to a deferred payment or other
arrangement with the person to whom the stock is sold; or (iii) in any other
form of legal consideration that may be acceptable to the Committee in its
discretion.

10. CANCELLATION AND RE-GRANT OF OPTIONS.

    The Committee shall have the authority to effect, at any time and from
time to time, with the consent of the affected holders of Options (i) the
repricing of any outstanding Options under the Plan and/or (ii) the cancellation
of any outstanding Options under the Plan and the grant in substitution therefor
of new Options under the Plan covering the same or different numbers of shares
of stock but having an exercise price per share of not less than fifty percent
(50%) of the Fair Market Value (one hundred percent (100%) of the Fair Market
Value in the case of an Incentive Stock Option or, in the case of a 10%
stockholder (as described in subsection 5(c)), not less than one hundred ten
percent (110%) of the Fair Market Value) per share of stock on the new grant
date.

11. COVENANTS OF THE COMPANY.

    (a) During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of stock required to satisfy such
Stock Awards.

    (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of Stock Awards; provided, however,
that this undertaking shall not require the Company to register under the
Securities Act of 1933 (the "Securities Act") either the Plan, any Stock Awards
or any stock 

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issued or issuable pursuant to any such Stock Awards. If, after reasonable 
efforts, the Company is unable to obtain from any such regulatory commission or 
agency the authority which counsel for the Company deems necessary for the 
lawful issuance and sale of stock under the Plan, the Company shall be relieved 
from any liability for failure to issue and sell stock upon exercise of
Stock Awards unless and until such authority is obtained.

12. USE OF PROCEEDS FROM STOCK.

    Proceeds from the sale of stock pursuant to Stock Awards shall
constitute general funds of the Company.

13. MISCELLANEOUS.

    (a) The Committee shall have the power to accelerate the time at which
a Stock Award may first be exercised, or the time during which a Stock Award or
any part thereof will vest, notwithstanding the vesting conditions of the
original grant.

    (b) Neither a Plan participant nor any person to whom a Stock Award may
be transferred under the applicable restrictions of the Plan shall be deemed to
be the holder of, or to have any of the rights of a holder with respect to, any
shares subject to such Stock Award unless and until such person has satisfied
all requirements for exercise of the Option pursuant to its terms or the
reservations, conditions and contingencies applicable to each other form of
Stock Award shall have been satisfied.

    (c) Nothing in the Plan or any instrument executed or Stock Award granted
pursuant hereto shall confer upon any Employee, Consultant, Optionee or other
holder of Stock Awards any right to continue in the employ or service of the
Company or any Affiliate or shall affect the right of the Company or any
Affiliate to terminate the employment or relationship as a Consultant of any
Employee, Consultant, Optionee or other holder of Stock Awards with or without
cause.

    (d) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options granted
after 1986 are exercisable for the first time by any Optionee during any
calendar year under all plans of the Company and its Affiliates exceeds one
hundred thousand dollars ($100,000), the Options or portions thereof which
exceed such limit (according to the order in which they were granted) shall be
treated as Nonstatutory Stock Options.

    (e) The Company may require any recipient of a Stock Award, or any person to
whom a Stock Award is transferred in accordance with the applicable terms of the
Plan, as a condition of exercising any such Stock Award, (1) to give written
assurances satisfactory to the Company as to such person's knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Stock Award, and (2) to give written assurances
satisfactory to the Company stating that such person is acquiring the stock
subject to the Stock Award for such person's own account and not with any
present intention of selling or otherwise distributing the stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (i) the issuance of the shares upon the exercise of or
acquisition of stock under the Stock Award has been registered under a then
currently effective registration statement under the Securities Act, or (ii) as
to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under 

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the Plan as such counsel deems necessary or appropriate in order to comply
with applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.

    (f) To the extent provided by the terms of a Stock Award Agreement, the
person to whom a Stock Award is granted may satisfy any federal, state or local
tax withholding obligation relating to the exercise of or acquisition of stock
under a Stock Award by any of the following means or by a combination of such
means: (1) withholding from compensation; (2) tendering a cash payment; (3)
authorizing the Company to withhold shares from the shares of Class A Common
Stock otherwise issuable to the participant as a result of the exercise of or
acquisition of stock under the Stock Award; or (4) delivering to the Company
owned and unencumbered shares of the Class A Common Stock of the Company owned
by such person.

14. ADJUSTMENTS UPON CHANGES IN STOCK.

    (a) If any change is made in the stock subject to the Plan or subject
to any Stock Award (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or otherwise), the Plan and outstanding Stock Awards will
be appropriately adjusted in the class(es) and maximum number of shares subject
to the Plan and the class(es) and number of shares and price per share of stock
subject to outstanding Stock Awards.

    (b) In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the surviving
corporation; (3) a reverse merger in which the company is the surviving
corporation but the shares of the Company's Class A Common Stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise; or (4) any
other capital reorganization in which more than fifty percent (50%) of the
shares of the Company entitled to vote are exchanged, then at the sole
discretion of the Committee and to the extent permitted by applicable law: (i)
any surviving corporation shall assume any Stock Awards outstanding under the
Plan or shall substitute similar Stock Awards for those outstanding under the
Plan, (ii) the time during which such Stock Award may be exercised shall be
accelerated and the Stock Awards terminated if not exercised prior to such
event, or (iii) such Stock Awards shall continue in full force and effect.

15. AMENDMENT OF THE PLAN.

    (a) The Board at any time, and from time to time, may amend the Plan in
any manner. However, except as provided in Section 14 relating to adjustments
upon changes in stock, no amendment shall be effective unless approved by the
shareholders of the Company within twelve (12) months before or after the
adoption of the amendment where the amendment will:

           (1) Increase the number of shares reserved for Stock Awards under 
the Plan;

           (2) Modify the requirements as to eligibility for participation in 
the Plan (to the extent such modification requires shareholder approval in 
order for the Plan to satisfy the requirements of Section 162(m) or Section 422 
of the Code); or

           (3) Modify the Plan in any other way if such modification
requires shareholder approval in order for the Plan to satisfy the requirements
of Section 162(m) or Section 422 of the Code, of Rule 16b-3 under the Exchange
Act, or of the Nasdaq National Market or any exchange on which the Company's
shares may be listed.

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    (b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide eligible Employees
or Consultants with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating to
Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options
granted under it into compliance therewith; provided, however, shares covered by
any Stock Awards in excess of the maximum number of Optioned Shares provided for
in Section 4(a) above shall be deemed awarded on the date of the Initial Stock
Award if shareholders approve the increase pursuant to this Section 15.

    (c) Rights and obligations under any Stock Award granted before
amendment of the Plan shall not be altered or impaired by any amendment of the
Plan unless (i) the Company requests the consent of the person to whom the Stock
Award was granted and (ii) such person consents in writing.

16. TERMINATION OR SUSPENSION OF THE PLAN.

    (a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on February 25, 2003. No Stock
Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.

    (b) Rights and obligations under any Stock Award granted while the Plan
is in effect shall not be altered or impaired by suspension or termination of
the Plan, except with the consent of the person to whom the Stock Award was
granted.


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