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                                                                        EX-10.19



                                LPA HOLDING CORP.

                             1998 STOCK OPTION PLAN


   (Adopted by the Board of Directors of LPA Holding Corp. as of May 18, 1998)

1.   PURPOSE OF THE PLAN.

               The purpose of the LPA HOLDING CORP. 1998 STOCK OPTION PLAN (the
"Plan") is (i) to further the growth and success of LPA Holding Corp., a
Delaware corporation (the "Company") and its subsidiaries, by permitting
employees of the Company and its subsidiaries to acquire shares (the "Shares")
of Class A Common Stock, $.01 par value (the "Class A Common Stock"), of the
Company, thereby increasing such employees' personal interest in such growth and
success and (ii) to provide a means of rewarding outstanding contribution by
such persons to the Company and its subsidiaries. Options granted under this
Plan (the "Options") may be either "incentive stock options" under the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or non-qualified stock options.

2.   DEFINITIONS.

               As used in this Plan, the following capitalized terms shall have
the meanings set forth below:

               "AFFILIATE" means, with respect to any Person, any other Person
that is controlled by, controlling or under common control with, such Person.
Notwithstanding anything to the contrary contained herein, with respect to the
Company, the term "Affiliate" shall include LPA Investment LLC and each of its
members and each Person in which LPA Investment LLC or such members hold or have
the right to acquire, collectively, more than 25% of the voting Equity
Interests.

               "BOARD" has the meaning set forth in Section 3(a).

               "CAPITAL STOCK" means any and all shares, interests,
participation or other equivalents (however designated) of corporate stock,
including all Common Stock and preferred stock.

               "CAUSE" shall have the meaning defined in an employment or
similar agreement between the Company and the Optionee, or, if there is no
employment or similar agreement between the Company and the Optionee that
defines what constitutes a termination for cause for purposes of such agreement,
what constitutes "Cause" shall be determined by the Committee in good faith.


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               "CHANGE-IN-CONTROL" means the occurrence of one or more of the
following:

                  (a) a sale to any Person (or group of related Persons) other 
than an Affiliate or Affiliates of the Company of all or substantially all of
the assets of the Company or of La Petite Academy, Inc.;

                   (b) a sale by the Company of Capital Stock (whether by merger
or otherwise), if any such sale is made to a Person (or group of related
Persons) other than an Affiliate or Affiliates of the Company, which Person or
Persons, after giving effect to such sale, will own more than 50% of the
outstanding Capital Stock of the Company or

                   (c) a sale by the stockholders of the Company of Capital
Stock, if any such sale is made to a Person (or group of related Persons) other
than an Affiliate or Affiliates of the Company, which Person or Persons, after
giving effect to such sale, will own more than 50% of the outstanding Capital
Stock of the Company.

               "CODE" has the meaning set forth in Section 1.

               "COMMITTEE" has the meaning set forth in Section 3(a). In the
event that a Committee has not been established pursuant to Section 3(a), all
references to "Committee" shall mean the Board.

               "COMMON STOCK" means the Class A Common Stock and the Class B
Common Stock, par value $.01, of the Company.

               "COMPANY" has the meaning set forth in Section 1.

               "DRAG-ALONG GRANTEES" has the meaning set forth in Section 12(a).

               "EFFECTIVE DATE" means the date the Plan is approved by the
stockholders of the Company.

               "EQUITY INTEREST" means (a) with respect to a corporation, any
and all Capital Stock or warrants, options or other rights to acquire Capital
Stock (but excluding any debt security which is convertible into, or
exchangeable for, Capital Stock) and (b) with respect to a partnership, limited
liability company or similar Person, any and all units, interests, rights to
purchase, warrants, options or other equivalents of, or other ownership
interests in, any such Person.

               "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

               "EXPIRATION DATE" has the meaning set forth in Section 8.

               "FAIR MARKET VALUE" means the fair value of Shares or other
property on the date of any determination as reasonably determined in good faith
by the Committee after taking into consideration all factors which it deems
appropriate, including, without limitation, in respect of Shares, recent sale
and offer prices of the Shares in private transactions negotiated at arms'
length.



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               "INTERNAL RATE OF RETURN" means, with respect to a Share, the
pre-tax compounded annual internal rate of return realized thereon assuming
such Share was purchased by one Person on the Original Issue Date at a price
equal to the Investor's Buy-In Price and such Share was held continuously by
such Person from the Original Issue Date through the date of calculation of the
internal rate of return and including, as a return on such Share, any cash
dividends, distributions or redemptions made by the Company or any Subsidiary
in respect of Share during such period.                                    

               "INVESTOR'S BUY-IN PRICE" means, with respect to the Option
Price, $133.83.

               "MERGER AGREEMENT" means the Agreement and Plan of Merger dated
as of March 17, 1998 among LPA Investment LLC and Vestar/LPA Investment Corp.,
as it may be amended, supplemented or restated from time to time.

               "MINIMUM RETURN" means, in respect of a Share, the greater of (i)
a total return equal to 150% of the Investor's Buy-In Price and (ii) an Internal
Rate of Return of 20%.

               "NOTICE" has the meaning set forth in Section 13(b).

               "OPTION" has the meaning set forth in Section 1.

               "OPTION AGREEMENT" has the meaning set forth in Section 4(c).

               "OPTION PRICE" has the meaning set forth in Section 5(a).

               "OPTIONED SHARES" has the meaning set forth in Section 13(b).

               "OPTIONEES" has the meaning set forth in Section 4(a).

               "ORIGINAL ISSUE DATE" means the Closing Date (as defined in the
Merger Agreement).

               "PERSON" is to be construed in the broadest sense and means and
includes any natural person, company, limited liability company, partnership,
joint venture, corporation, business trust, or unincorporated organization or
any national, federal, state, municipal, local, territorial, foreign or other
government or any department, commission, board, bureau, agency, regulatory
authority or instrumentality thereof, or any court, judicial, administrative or
arbitral body or public or private tribunal.

               "PRO RATA PORTION" has the meaning set forth in Section 12(a).

               "QUALIFIED CHANGE-IN-CONTROL" means a Change-in-control in which
the aggregate consideration (including all cash and the Fair Market Value of
other property) received by the Company or its stockholders would provide a
holder of Shares as of the Effective Date with at least the Minimum Return in
respect of such Shares.

               "QUALIFIED PUBLIC OFFERING" means an underwritten, registered
public offering of Common Stock of the Company in which the median of the range
of the per Share prices 



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estimated by the lead underwriter for such public offering at the time that the
preliminary prospectus is filed with the SEC would provide a selling stockholder
that owned Shares as of the Effective Date with at least the Minimum Return in
respect of such Shares.

               "RECAPITALIZATION" has the meaning set forth in Section 14(a).

               "REPURCHASE RIGHT" has the meaning set forth in Section 10(a).

               "RULE 16b-3" has the meaning set forth in Section 3(a).

               "SEC" means the Securities and Exchange Commission.

               "SHARES" has the meaning set forth in Section 1.

               "SECURITIES ACT" means the Securities Act of 1933, as amended.

               "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement, dated
as of May 11, 1998 among LPA Holdings Corp., Vestar/LPT Limited Partnership, LPA
Investment LLC and the other parties thereto, as the same may be amended,
supplemented or modified from time to time.

               "TAG-ALONG GRANTORS" has the meaning set forth in Section 12(a).

               "TRANCHE A OPTIONS" has the meaning set forth in Section 4(d).

               "TRANCHE B OPTIONS" has the meaning set forth in Section 4(d).

               "TRANCHE B OPTION VESTING EVENT" means the occurrence of the
earlier of (i) the consummation of a Qualified Change-in-Control and (ii) the
consummation of a Qualified Public Offering.

               "TRANSFER" means, with respect to any security (including any
Option), a sale, transfer, assignment, encumbrance, pledge or other disposition
of such security either voluntarily or involuntarily and with or without
consideration (including, without limitation, by way of foreclosure or other
acquisition by any lender with respect to any shares pledged to such lender by
an Optionee).

               "VESTED OPTION" means an option which has vested in accordance
with this Agreement, or pursuant to an Option Agreement, as the case may be.

3.   ADMINISTRATION OF THE PLAN

          (a) Stock Option Committee. This Plan shall be administered by a
three-person committee (the "Committee") comprised of three members of the Board
of Directors of the Company (the "Board"), appointed from time to time by the
Board. The Committee shall have the power and authority to grant Options under
this Plan; provided, however, that, so long as the Company shall be required to
comply with Rule 16b-3 promulgated by the SEC under the Exchange Act ("Rule
16b-3") in order to permit officers and directors of the Company to be 




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exempt from the provisions of Section 16(b) of the Exchange Act with respect to
transactions effected pursuant to this Plan, each member of the Committee, at
the effective date of his or her appointment to the Committee and at all times
thereafter while serving on the Committee, shall be a "disinterested person"
within the meaning of Rule 16b-3.

          (b) Procedures. The members of the Committee shall from time to time
select a Chairman from among the members of the Committee. The Committee shall
adopt such rules and regulations as it shall deem appropriate concerning the
holding of meetings and the administration of this Plan. A majority of the
entire Committee shall constitute a quorum and the actions of a majority of the
members of the Committee present at a meeting at which a quorum is present, or
actions approved in writing by all of the members of the Committee shall be the
actions of the Committee.

          (c) Administration. Except as may otherwise be expressly reserved to
the Board as provided herein, and, with respect to any Option, except as may
otherwise be provided in the Option Agreement evidencing such Option, the
Committee shall have all powers with respect to the administration of this Plan,
including the interpretation of the provisions of this Plan and any Option
Agreement, and all decisions of the Committee, shall be conclusive and binding
on all participants in this Plan.

4. GRANT OF OPTIONS; SHARES SUBJECT TO THIS PLAN.

          (a) Power to Grant Options. Subject to the provisions of this Plan,
the Committee shall have the power and authority, in its sole discretion, to
determine:

               (i) the persons (from among the class of persons eligible to
          receive Options under this Plan) to whom Options shall be granted (the
          "Optionees");

               (ii) the time or times at which Options shall be granted; and

               (iii) the number of Shares subject to such Option.

          (b) Eligibility. Options may be granted under this Plan at any time
and from time to time on or prior to the tenth anniversary of the Effective Date
to any person who is an employee of the Company or any of its Subsidiaries at
the time of grant. Notwithstanding anything contained in Section 4(a) to the
contrary, Options which are "incentive stock options" may not be granted to any
Person in any one taxable year of the Company in excess of 25% of the Options
issued or issuable under this Plan.

          (c) Option Agreements. Each Option shall be evidenced by a written
agreement (an "Option Agreement"), in substantially the form of Exhibit A
hereto, with such changes thereto as are consistent with this Plan as the
Committee shall deem appropriate. Each Option Agreement shall be executed by the
Company and the Optionee. Notwithstanding any other provision of this Plan to
the contrary, the Committee may, in its discretion, provide that, with respect
to any Option, the terms of the Option Agreement evidencing such Option shall
control any conflicts between provisions of this Plan and provisions of such
Option Agreement.



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          (d) Tranche A Options and Tranche B Options. Three-quarters of the
Options granted shall vest in accordance with Section 6 ("Tranche A Options")
and one-quarter of the options granted shall vest in accordance with Section 7
("Tranche B Options").

          (e) Date of Grant. The date of grant of an Option under this Plan
shall be the date as of which the Committee approves the grant.

          (f) Number of Shares. Subject to any equitable adjustments for
Recapitalizations pursuant to Section 14 and subject to the vesting provisions
set forth herein, each Option shall be exercisable for one Share. Subject to any
equitable adjustments for Recapitalizations pursuant to Section 14, the number
of Shares subject at any one time to Options granted under this Plan, and the
number of Shares theretofore issued and delivered pursuant to the exercise of
Options granted under this Plan, shall be 60,074 Shares. If and to the extent
that Options granted under this Plan terminate, expire or are canceled without
having been fully exercised, new Options may be granted under this Plan with
respect to the Shares covered by the unexercised portion of such terminated,
expired or canceled Options.

          (g) Character of Shares. The Shares issuable upon exercise of Options
granted under this Plan shall be (i) authorized but unissued Shares, (ii) Shares
held in the Company's treasury or (iii) a combination of the foregoing.

          (h) Reservation of Shares. The Company shall use commercially
reasonable efforts to ensure that the number of Shares reserved for issuance
under this Plan shall at all times be equal to the maximum number of Shares
which may be purchased at such time pursuant to outstanding Options.

5.   OPTION PRICE

          (a) General. The exercise price (the "Option Price") for each Share
subject to an Option shall be determined by the Committee and set forth in the
Option Agreement, except that (i) the exercise price for the Tranche A Options
granted on the Effective Date shall be 50% of the Investor's Buy-In Price
(subject to equitable adjustment for Recapitalizations affecting the Class A
Common Stock) and (ii) the exercise price for the Tranche B Options granted on
the Effective Date shall be 100% of the Investor's Buy-In Price (subject to
equitable adjustment for Recapitalizations affecting the Class A Common Stock).

          (b) Incentive Stock Options. No incentive stock option may be granted
under the Plan to an employee who owns, directly or indirectly (within the
meaning of Sections 422(b)(6) and 424(d) of the Code), Capital Stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or any of its subsidiaries, unless (i) the Option Price of the Shares of
Class A Common Stock subject to such incentive stock option is fixed at not less
than 110% of the Fair Market Value on the date of grant of such Shares and (ii)
such incentive stock option by its terms is not exercisable after the expiration
of five years from the date it is granted.



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          (c) Repricing of Options. Subsequent to the date of grant of any
Option, the Committee may (i) in its sole discretion, establish a new Option
Price for such Option so as to decrease the Option Price of such Option or (ii)
with the consent of the Optionee, establish a new Option Price for such Option
so as to increase the Option Price of such Option.

6.   EXERCISABILITY AND VESTING OF TRANCHE A OPTIONS

          (a) All Tranche A Options granted on the Effective Date shall be
subject to vesting as set forth in this Section 6, and all Options granted after
the Effective Date shall be subject to vesting as determined by the Committee
and set forth in the applicable Option Agreement.

          (b) One-forty-eighth of the Tranche A Options shall become Vested
Options on the last day of each month following the date of grant if the
Optionee is employed by the Company on such date.

          (c) All of the Tranche A Options shall become Vested Options
immediately prior to a Change-in-Control if the Optionee is employed by the
Company or one of its subsidiaries at such time.

          (d) Notwithstanding anything to the contrary contained in this Plan,
each Tranche A Option shall cease vesting as of the time that an Optionee's
employment with the Company and/or its subsidiaries is terminated for any reason
(including a termination by resignation, death, disability or without Cause) and
no Tranche A Option which is not a Vested Option as of such time shall become a
Vested Option thereafter. All decisions by the Committee with respect to any
calculations pursuant to this Section (absent manifest error) shall be final and
binding on all Optionees.


7.   EXERCISABILITY AND VESTING OF TRANCHE B OPTIONS


          (a) If a Tranche B Option Vesting Event shall occur, then all of the
Tranche B Options shall immediately become Vested Options if the Optionee is
employed by the Company or one of its subsidiaries at the time of such Tranche B
Option Vesting Event.

          (b) Notwithstanding anything to the contrary contained in this Plan,
each Tranche B Option shall cease vesting as of the time that an Optionee's
employment with the Company and/or its subsidiaries is terminated for any reason
(including a termination by resignation, death, disability or without Cause) and
no Tranche B Option which is not a Vested Option as of such time shall become a
Vested Option thereafter. All decisions by the Committee with respect to any
calculations pursuant to this Section (absent manifest error) shall be final and
binding on all Optionees.

8.   AUTOMATIC TERMINATION OF OPTION

          Each Option granted under this Plan shall automatically terminate and
shall become null and void and be of no further force or effect upon the first
of the following to occur (the "Expiration Date"):


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          (a) the tenth anniversary on which such Option is granted;

          (b) subject to Section 8(e), if an Optionee terminates his employment
with the Company other than due to death or disability, or the Company
terminates the Optionee's employment for Cause, the tenth day following the date
of such termination;

          (c) subject to Section 8(e), if an Optionee's employment with the
Company is terminated by the Company for any reason other than for Cause, death
or disability, the sixtieth day following the date of such termination;

          (d) subject to Section 8(e), if an Optionee's employment with the
Company is terminated due to the death or disability of the Optionee, six months
after the date of such death or disability;

          (e) with respect to Options granted after the Effective Date, the
expiration of such other period of time or the occurrence of such other event as
the Committee, in its discretion, may provide in the Option Agreement governing
such Option; or

          (f) in the case of Tranche B Options, the earlier of (i) a
consummation of a Change-in-Control which is not a Qualified Change-in-Control
and (ii) the consummation of a public offering of Common Stock which is not a
Qualified Public Offering.

9.   REGISTRATION ON FORM S-8.

               On or prior to the first anniversary of a public offering by the
Company of Capital Stock, the Company will file or cause to be filed, and will
use commercially reasonable efforts to cause to be effective, a registration
statement on Form S-8 with respect to the sale of Shares purchased upon the
exercise of Options; provided that the Company may delay such filing on one or
more occasions for up to 180 days if the Company determines that the filing of a
Form S-8 would require disclosure that the Company deems advisable to defer.

10.  REPURCHASE OF SHARES

          (a) If an Optionee ceases to be employed by the Company for any
reason, the Company shall have the right, but not the obligation, to repurchase
each Vested Option (or portion thereof) and each Share owned by such Optionee
(the "Repurchase Right") beginning on the day of termination of the Optionee's
employment with the Company. 

          (b) The Repurchase Right may be exercised by delivery of a notice of
exercise to the Optionee, at the address of such Optionee set forth in the
Company's records, specifying the number of Vested Options and Shares to be
repurchased.

          (c) The repurchase price for Vested Options and Shares shall be the
Fair Market Value thereof.


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          (d) The Company shall have the right to assign its Repurchase Rights
to any Affiliate of the Company.

11.  DRAG-ALONG RIGHT

           (a) If, prior to the consummation of a Qualified Public Offering, (i)
stockholders of the Company holding more than 50% of the outstanding shares of
Common Stock (assuming all Options are exercised) (the "Drag-Along Grantees")
enter into an agreement with any Person or Persons, to Transfer (pursuant to a
merger or otherwise) all shares of Common Stock then held by such Drag-Along
Grantees, the Drag-Along Grantees shall be entitled, at their option, to require
each Optionee to sell all Shares held by such Optionee (together with all
Options then outstanding and held by such Optionee), by providing such Optionee
with notice at least fifteen days prior to consummation of the proposed
transaction, setting forth in reasonable detail the material terms and
conditions of the proposed transaction or offering, and the price per share at
which such Optionee shall be required to sell all of his or her Shares (which
price per share shall be equal to the same price per share that the Drag-Along
Grantees shall receive pursuant to the proposed transaction) and/or Options.

          (b) Immediately prior to the closing of the proposed transaction
(notice of the date, place and time of which shall be designated by the Company
and provided to such Optionee in writing at least five business days prior
thereto), if requested by the Drag-Along Grantees, such Optionee shall exercise
all Vested Options. To the extent that Vested Options are not exercised, such
Optionee shall be entitled to receive the consideration that would have been
received had the Option been exercised less the Option Price in respect of all
such Vested Options. At such closing, the Optionee shall deliver certificates
evidencing all Shares then held by such Optionee, duly endorsed for transfer to
the proposed transferee, against the purchase price therefor and all Option
Agreements to which the Optionee is a party. Such Shares and Options shall be
delivered free and clear of all liens, charges, encumbrances and other security
interests. None of the Drag-Along Grantees nor the Company shall have any
liability or obligation to deliver the purchase price payable pursuant to this
Section, except to the extent that any such Drag-Along Grantees or the Company
receive the consideration thereof from the proposed purchaser. All consideration
payable pursuant to this Section shall be payable in the same form as the
consideration received by the Drag-Along Grantees.

          (c) The Drag-Along Optionees shall have the right to assign its rights
pursuant to this Section to the Company or any Affiliate of the Company.

          (d) The rights granted pursuant to this Section shall terminate upon
consummation of a Qualified Public Offering.

12.  TAG-ALONG RIGHT

          (a) If stockholders of the Company holding more than 50% of the
outstanding shares of Common Stock (assuming all Options are exercised) (the
"Tag-Along Grantors") enter into an agreement with any Person or Persons to
Transfer Shares (pursuant to a merger or otherwise) representing more than 25%
of the outstanding shares of Common Stock, then each Optionee 




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shall have the right to include a Pro Rata Portion of Shares owned by such
Optionee in the proposed transaction by providing a notice of exercise to the
Company at any time on or before five business days following the last day that
a Drag-Along Notice may be given. The term "Pro Rata Portion" means the total
number of Shares held by such Optionee multiplied by a fraction, the numerator
of which is the total number of shares of Common Stock proposed to be disposed
of by the Tag-Along Grantors in the proposed transaction and the denominator of
which is the total number of shares of Common Stock outstanding on a
fully-diluted basis.

          (b) At the closing of the proposed transaction (notice of the date,
place and time of which shall be designated by the Company and provided to each
such Optionee in writing at least five business days prior thereto), such
Optionee shall deliver certificates evidencing the Pro Rata Portion of the
Shares owned by such Optionee, duly endorsed for transfer to the proposed
purchaser, against delivery of the purchase price therefor. Such Shares shall be
delivered free and clear of all liens, charges, encumbrances and other security
interests. None of the Tag-Along Grantors or the Company shall have any
liability or obligation to deliver the purchase price payable pursuant to this
Section, except to the extent that any such Tag-Along Grantors or the Company
receive the consideration thereof from the proposed purchaser. All consideration
payable pursuant to this Section shall be payable in the same form as the
consideration received by the Tag-Along Grantors.

          (c) The rights granted pursuant to this Section shall terminate upon
consummation of a public offering of Shares that is registered under the
Securities Act.

13.  PROCEDURE FOR EXERCISE

          (a) Payment. At the time an Option is granted under this Plan, the
Committee shall, in its discretion, specify one or more of the following forms
of payment which may be used by an Optionee upon exercise of his Option:

               (i) cash or personal or certified check payable to the Company in
          an amount equal to the aggregate Option Price of the Shares with
          respect to which the Option is being exercised and the aforementioned
          form of payment shall be the only form available on or after a
          Qualified Public Offering;

               (ii) stock certificates (in negotiable form) representing Shares
          having a Fair Market Value on the date of exercise equal to the
          aggregate Option Price of the Shares with respect to which the Option
          is being exercised;

               (iii) Vested Options, valued for such purposes at the Fair Market
          Value per share of Class A Common Stock on the date of exercise, net
          of the Option Price for each such Share; or

               (iv) a combination of the methods set forth in clauses (i), (ii)
          and (iii) above.

          (b) Notice. An Optionee (or other person, as provided in Section
15(c)) may exercise a Vested Option granted under this Plan in whole or in part
(but for the purchase of whole Shares 




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only), as provided in the Option Agreement evidencing his Option, by delivering
a written notice (the "Notice") to the Secretary of the Company. The Notice
shall include:

               (i) a statement that the Optionee elects to exercise the Vested
          Option;

               (ii) the number of Shares with respect to which the Vested Option
          is being exercised (the "Optioned Shares");

               (iii) the method of payment for the Optioned Shares (which method
          must be available to the Optionee under the terms of his or her Option
          Agreement);

               (iv) the date upon which the Optionee desires to consummate the
          purchase (which date must be prior to the termination of such Option);

               (v) a copy of any election filed by the Optionee pursuant to
          Section 83(b) of the Code; and

               (vi) such further provisions consistent with this Plan as the
          Committee may from time to time require.

The exercise date of a Vested Option shall be the date on which the Company
receives the Notice from the Optionee.

          (c) Issuance of Certificates. The Company shall issue a stock
certificate in the name of the Optionee (or such other person exercising the
Option in accordance with the provisions of the Plan) for the Shares purchased
upon exercise of an Option as soon as practicable after receipt of the Notice
and payment of the aggregate Option Price for such Shares. Neither the Optionee
nor any person exercising a Vested Option in accordance with the provisions of
the Plan shall have any privileges as a stockholder of the Company with respect
to any Shares of stock subject to an Option granted under this Plan until the
date of issuance of a stock certificate pursuant to this Section 13(c).

14.  ADJUSTMENTS

          (a) Changes in Capital Structure. If the Class A Common Stock is
changed by reason of a stock split, reverse stock split or stock combination,
stock dividend or distribution, or recapitalization, or converted into or
exchanged for other securities as a result of a merger, consolidation or
reorganization (each such event being a "Recapitalization"), the Committee shall
make such adjustments in the number and class of shares of stock available under
this Plan as shall be necessary to preserve to an Optionee rights substantially
proportionate to his rights existing immediately prior to such transaction or
event (but subject to the limitations and restrictions on such rights),
including, without limitation, a corresponding adjustment changing the number
and class of shares allocated to, and the Option Price of, each Option or
portion thereof outstanding at the time of such change and the number of shares
that vest pursuant to this Plan.


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          (b) Special Rules. The following rules shall apply in connection with
Section 14(a) above:

               (i) no adjustment shall be made for cash dividends or the
          issuance to stockholders of rights to subscribe for additional Shares;
          and

               (ii) any adjustments referred to in Section 14(a) shall be made
          by the Committee in its sole and absolute discretion, and shall be
          conclusive and binding on all persons holding any Options granted
          under this Plan.

15.  RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

          (a) No Options shall be granted under this Plan, and no Shares shall
be issued and delivered upon the exercise of Options granted under this Plan,
unless and until the Company and/or the Optionee shall have complied with all
applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction.

          (b) The Committee in its sole and absolute discretion may, as a
condition to the exercise of any Vested Option granted under this Plan, require
an Optionee (i) to represent in writing that the Shares received upon exercise
of a Vested Option are being acquired for investment and not with a view to
distribution and (ii) to make such other representations and warranties as are
reasonably deemed appropriate by the Company to satisfy the requirements of
applicable law, including, without limitation, an applicable private placement
exemption of the Securities Act as determined by the Committee. Stock
certificates representing Shares acquired upon the exercise of Vested Options
that have not been registered under the Securities Act shall, if required by the
Committee, bear the following legend and such additional legends as may be
required by the Option Agreement evidencing a particular Option:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL TO THE ISSUER HEREOF THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT." 

          (c) No Option granted under this Plan may be Transferred by the
Optionee, except by will or by the laws of descent and distribution. A Vested
Option may be exercised during the lifetime of the Optionee only by the
Optionee. If an Optionee dies, his or her Vested Options shall thereafter be
exercisable, during the period specified in Section 8(d) or the applicable
Option Agreement (as the case may be), by his or her executors or administrators
to the full extent (but only to such extent) to which such Options were
exercisable by the Optionee at the time of his or her death.




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          (d) No Share issued upon the exercise of an Option may be Transferred
except (i) as otherwise provided by this Plan, (ii) by will, (iii) by the laws
of descent and distribution or (iv) to the Company or any Affiliate of the
Company.


16.      EFFECTIVE DATE AND TERMINATION OF THE PLAN.

          (a) This Plan shall become effective on the Effective Date.

          (b) No Options may be granted after the tenth anniversary of the
Effective Date.

          (c) Any Option outstanding as of the tenth anniversary of the
Effective Date shall remain in effect until the earlier of the exercise thereof
and the Expiration Date with respect to such Option.

17.      WITHHOLDING TAXES.

          Whenever under this Plan, Shares are to be delivered to an Optionee,
the Company shall be entitled to require as a condition of delivery that the
Optionee remit or, in appropriate cases, agree to remit when due, an amount
sufficient to satisfy all current or estimated future Federal, state and local
withholding taxes and employment taxes relating thereto.
                                                                              
18.  MISCELLANEOUS

          (a) Each Option granted under this Plan may contain such other terms
and conditions not inconsistent with this Plan as may be determined by the
Committee, in its sole and absolute discretion.

          (b) Number and Gender. With respect to words used in this Plan, the
singular form shall include the plural form, the masculine gender shall include
the feminine gender, and vice-versa, as the context requires.

          (c) Captions. The use of captions in this Plan is for convenience. The
captions are not intended to provide substantive rights.

          (d) Amendment of Plan. This Plan may be modified or amended in any
respect by the Board.

          (e) Governing Law. All questions concerning the construction,
interpretation and validity of this Plan and the instruments evidencing the
Options granted hereunder shall be governed by and construed and enforced in
accordance with the domestic laws of the State of New York, without giving
effect to any choice or conflict of law provision or rule (whether in the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York. In furtherance of the
foregoing, the internal law of the State of New York will control the
interpretation and construction of this Plan, even if 



                                       13
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under such jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.

          (f) Exchange Act Compliance. The Corporation will use its commercially
reasonable efforts to cause the exemption from Section 16 of the Exchange Act
afforded by such Rule 16b-3 to be available at the time the Company has a class
of equity securities registered under Section 12 of the Exchange Act.

          (g) No Evidence of Employment or Service Nothing contained in this
Plan or in any Option Agreement shall confer upon any Optionee any right with
respect to the continuation of his or her employment by or service with the
Company or any of its Affiliates or interfere in any way with the right of the
Company or any such Affiliate (subject to the terms of any separate agreement to
the contrary) at any time to terminate such employment or service or to increase
or decrease the compensation of the Optionee from the rate in existence at the
time of the grant of an Option.

          (h) Status of Optionees. Any Optionee who receives Shares under this
Plan shall be a "Management Stockholder" for purposes of the Stockholders
Agreement. If any conflict exists between this Plan and the Stockholders
Agreement, this Plan shall control with respect to any Options and Optioned
Shares, and the Stockholder Agreement shall control with respect to any other
securities.

                                    * * * * *





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