APPENDIX A

                                  AMENDMENT TO
                           1995 EQUITY INCENTIVE PLAN

         The 1995  Equity  Incentive  Plan is amended to add the  following  two
additional  Performance  Goals and  Section 9 of the Plan  shall be  amended  by
deleting the existing  Section 9 entirely and  replacing it with a new Section 9
as follows:

         "Operating   Return  on  Invested  Capital"  means  the  Company's  (i)
Operating  Earnings (as shown on its audited  financial  statements for a Fiscal
Year) after income taxes,  divided by (ii) average  Long-term  Debt plus average
Stockholders'  Equity  less  average  Cash and  Cash  Equivalents  less  average
Short-term  Investments  (all as shown on its audited  financial  statements for
such Fiscal Year).

         "Total  Return to  Shareholders"  means (i) the Fair Market  Value of a
Share on the last day of a period  minus the Fair Market Value of a Share on the
first day of the period plus all  dividends  paid on a Share during such period,
divided by (ii) the Fair Market Value of a Share on the first day of the period.

         In  addition,  the terms  "Operating  Return on Invested  Capital"  and
"Total Return to Shareholders"  shall be added to the definition of "Performance
Goals."


                                    SECTION 9
                                DIRECTOR OPTIONS

         The provisions of this Section 9 are applicable only to Options granted
to Nonemployee Directors.  The provisions of Section 5 are applicable to Options
granted to  Employees  and  Consultants  (and to the extent  provided in Section
9.2.6, to Director Options).

         9.1      Granting of Options.

                  9.1.1    Nonemployee Director Grants.

                           (a)      Each  Nonemployee  Director  shall  receive
                  an annual grant of Director Options to purchase  6,000 Shares.

                           (b) Each year, by written election made no later than
                  December 15, each Nonemployee  Director may designate all or a
                  portion of his or her annual cash  retainer for the  following
                  year  to be  paid  by the  grant  of  Director  Options.  If a
                  Nonemployee Director so designates,  such Nonemployee Director
                  shall  receive  Director  Options to  purchase  that number of
                  Shares that equals the portion of the annual cash  retainer so
                  designated  divided by  three/tenths  (0.3) of the Fair Market
                  Value of a Share on the Grant Date, rounded to the next higher
                  multiple of ten.

                           (c) Each  person  who  first  becomes  a  Nonemployee
                  Director between January 1, 1998 and May 4, 2000 shall receive
                  a grant of a Director  Option to purchase  5,000 shares on May
                  4, 2000; thereafter, each Nonemployee Director shall receive a
                  grant of a Director  Option to purchase 6,000 Shares when such
                  Nonemployee Director is first elected or appointed a member of
                  the Board.

                  9.1.2    Employee Director Grants.  Employee  Directors  shall
         only receive Options  in their  capacity as  Employees and not in their
         capacity as Directors.

                  9.1.3 Grant Date.  All Director  Options  issued under Section
         9.1.1(a)  and (b) shall be  granted  on the first day in each  calendar
         year  that the  Shares  trade  on a United  States  stock  exchange  or
         inter-dealer quotation system, as designated by the Board. All Director
         Options  issued  under  Section  9.1.1(c)  after May 4,  2000  shall be
         granted on the effective date of such Nonemployee  Director's  election
         or appointment.

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                  9.2.1 Option  Agreement.  Each Option granted pursuant to this
         Section 9 shall be evidenced by a written stock option  agreement which
         shall be executed by the Optionee and the Company.

                  9.2.2  Exercise  Price.  The  Exercise  Price  for the  Shares
         subject to each Option granted pursuant to this Section 9 shall be 100%
         of the Fair Market Value of such Shares on the Grant Date.

                  9.2.3 Exercisability.  Each Option granted pursuant to Section
         9.1.1(a)  or (c)  shall  become  immediately  exercisable  on the first
         anniversary  of the Grant  Date and each  Option  granted  pursuant  to
         Section   9.1.1(b)  shall  become   exercisable  in  12  equal  monthly
         installments  on the last day of each  month  in the  calendar  year in
         which such Option is granted.  Notwithstanding  the preceding sentence,
         whenever an optionee ceases to be a Director for any reason whatsoever,
         any portion of his or her  Options  which are not  exercisable  at that
         time shall lapse and shall not become exercisable thereafter.

                  9.2.4    Expiration of Options.  Each Option  shall  terminate
         upon the first to occur of the following events:

                           (a)      The  expiration  of ten  (10) years from the
                  Grant Date; or

                           (b)      The   expiration  of  one (1) year  from the
                  date of the Optionee's termination  of  service  as a Director
                  for any reason.

                  9.2.5    Not Incentive Stock Options. Options granted pursuant
         to this  Section 9 shall not be designated  as Incentive Stock Options.

                  9.2.6  Other   Terms.   All   provisions   of  this  Plan  not
         inconsistent  with this  Section 9 shall  apply to  Options  granted to
         Nonemployee Directors; provided, however, that Section 5.2 (relating to
         the Committee's  discretion to set the terms and conditions of Options)
         shall be inapplicable with respect to Nonemployee Directors.


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