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                                                                    EXHIBIT 10.5


                              THE FIRST YEARS INC.

               2002 AMENDED AND RESTATED EQUITY INCENTIVE PLAN


1.   PURPOSE

The purpose of this 2002 Amended and Restated Equity Incentive Plan (the "Plan")
is to advance the interests of The First Years Inc. (the "Company"), by
enhancing its ability to attract and retain employees and other persons or
entities who are in a position to make significant contributions to the success
of the Company and its subsidiaries through ownership of shares of the Company's
common stock ("Stock").

The Plan is intended to accomplish these goals by enabling the Company to grant
Awards in the form of Options, Stock Appreciation Rights, Restricted Stock or
Unrestricted Stock Awards, Deferred Stock Awards, Performance Awards, Loans or
Supplement Grants, or combinations thereof, all as more fully described below.

2.   ADMINISTRATION

Unless otherwise determined by the Board of Directors of the Company (the
"Board"), the Plan will be administered by a Committee of the Board designated
for such purpose (the "Committee"). The Committee shall consist of at least two
directors. A majority of the members of the Committee shall constitute a quorum,
and all determinations of the Committee shall be made by a majority of its
members. Any determination of the Committee under the Plan may be made without
notice or meeting of the Committee by a writing signed by a majority of the
Committee members. So long as the Stock is registered under the Securities
Exchange Act of 1934 (the "1934 Act"), all members of the Committee shall be
non-employee directors within the meaning of Rule 16b-3 under the 1934 Act. The
Committee will have authority, not inconsistent with the express provisions of
the Plan and in addition to other authority granted under the Plan, to (a) grant
Awards at such time or times as it may choose; (b) determine the size of each
Award, including the number of shares of Stock subject to the Award; (c)
determine the type or types of each Award; (d) determine the terms and
conditions of each Award; (e) waive compliance by a Participant (as defined
below) with any obligations to be performed by the Participant under an Award
and waive any term or condition of an Award; (f) amend or cancel an existing
Award in whole or in part (and if an award if canceled, grant another Award in
its place on such terms as the Board shall specify), except that the Board may
not, without the consent of the holder of an Award, take any action under this
clause with respect to such Award if such action would adversely affect the
rights of such holder; (g) prescribe the form or forms of instruments that are
required or deemed appropriate under the Plan, including any written notices and
elections required of Participants, and change such forms from time to time; (h)
adopt, amend and rescind rules and regulations for the administration of the
Plan; and (i) interpret the Plan and decide any questions and settle all
controversies and disputes that may arise in connection with the Plan. Such
determinations and actions of the Board, and all other determinations and
actions of the Board made or taken under authority granted by any provision of
the Plan, will be conclusive and will bind all parties. Nothing in this
paragraph shall be construed as limiting the power of the Committee to make
adjustments under Section 7.3 or Section 8.6.

If permissible under applicable law, the Board or the Committee may allocate all
or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any portion of its responsibilities and powers
to any other person selected by it. Any such allocation or delegation may be
revoked by the Board or the Committee at any time.
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3.   EFFECTIVE DATE AND TERM OF PLAN

The Plan became effective on the date on which it was initially approved by the
stockholders of the Company. No Award may be granted under the Plan after
January 7, 2013, but Awards previously granted may extend beyond that date.

4.   SHARES SUBJECT TO THE PLAN

Subject to the adjustment as provided in Section 8.6 below, the aggregate number
of shares of Stock that may be delivered under the Plan will be 2,420,000. If
any Award requiring exercise by the Participant for delivery of Stock terminates
without having been exercised in full, or if any Award payable in Stock or cash
is satisfied in cash rather than Stock, the number of shares of Stock as to
which such Award was not exercised or for which cash was substituted will be
available for future grants. If any Stock purchased on exercise of an Option is
paid for through the delivery of shares of Stock or if shares of Stock are held
back by the Company, or delivered to the Company, to satisfy a tax withholding
requirement on an Award, the number of shares of Stock delivered to or held back
by the Company shall be available for future grants.

The maximum number of shares for which Options and Stock Appreciation Rights may
be granted to any individual over the life of the Plan shall be 1,200,000, which
limitation shall be construed and applied consistently with the rules under
Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code").

Stock delivered under the Plan may be either authorized but unissued Stock or
previously issued Stock acquired by the Company and held in treasury. No
fractional shares of Stock will be delivered under the Plan.

5.   ELIGIBILITY AND PARTICIPATION

Those eligible to receive Awards under the Plan ("Participants") will be persons
in the employ of the Company or any of its subsidiaries ("Employees") and other
persons or entities (including without limitation non-Employee directors of the
Company or a subsidiary of the Company) who, in the opinion of the Committee,
are in a position to make a significant contribution to the success of the
Company or its subsidiaries. A "subsidiary" for purposes of the Plan will be a
corporation in which the Company owns, directly or indirectly, stock possessing
50% or more of the total combined voting power of all classes of stock.

6.   TYPES OF AWARDS

     6.1.  OPTIONS

     (a) NATURE OF OPTIONS. An Option is an Award entitling the recipient on
     exercise thereof to purchase Stock at a specified exercise price.

     Both "incentive stock options," as defined in Section 422 of the Code (any
     Option intended to qualify as an incentive stock option being hereinafter
     referred to as an "ISO"), and Options that are not incentive stock options,
     may be granted under the Plan. ISOs shall be awarded only to Employees.

     (b) EXERCISE PRICE. The exercise price of an Option will be determined
     by the Board subject to the following:
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         (1) The exercise price of an ISO shall not be less than 100% (110% in
         the case of an ISO granted to a ten-percent stockholder) of the fair
         market value of the Stock subject to the Option, determined as of the
         time the Option is granted. A "ten-percent stockholder" is any person
         who at the time of grant owns, directly or indirectly, or is deemed to
         own by reason of the attribution rules of section 424(d) of the Code,
         stock possessing more than 10% of the total combined voting power of
         all classes of stock of the Company or of any of its subsidiaries.

         (2) In no case may the exercise price paid for Stock which is part of
         an original issue of authorized Stock be less than the par value per
         share of the Stock.

         (3) The Committee may reduce the exercise price of an Option at any
         time after the time of grant, but in the case of an Option originally
         awarded as an ISO, only with the consent of the Participant.

     (c) DURATION OF OPTIONS. The latest date on which an Option may be
     exercised will be the tenth anniversary (fifth anniversary, in the case of
     an ISO granted to a ten-percent stockholder) of the day immediately
     preceding the date the Option was granted, or such earlier date as may have
     been specified by the Committee at the time the Option was granted.

     (d) EXERCISE OF OPTIONS. Options granted under any single Award will become
     exercisable at such time or times, and on such conditions, as the Committee
     may specify. The Committee may at any time and from time to time accelerate
     the time at which all or any part of the Option may be exercised.

     Any exercise of an Option must be in writing, signed by the proper person
     and delivered or mailed to the Company, accompanied by (1) any documents
     required by the Committee and (2) payment in full in accordance with
     paragraph (e) below for the number of shares for which the Option is
     exercised.

     (e) PAYMENT FOR STOCK. Stock purchased on exercise of an Option must be
     paid for as follows: (1) in cash or by check (acceptable to the Company in
     accordance with guidelines established for this purpose), bank draft or
     money order payable to the order of the Company or (2) if so permitted by
     the instrument evidencing the Option (or in the case of an Option which is
     not an ISO, by the Committee at or after grant of the Option), (i) through
     the delivery of shares of Stock which have been outstanding for at least
     six months (unless the Committee expressly approves a shorter period) and
     which have a fair market value on the last business day preceding the date
     of exercise equal to the exercise price, or (ii) by delivery of a
     promissory note of the Option holder to the Company, payable on such terms
     as are specified by the Committee, or (iii) by delivery of an unconditional
     and irrevocable undertaking by a broker to deliver promptly to the Company
     sufficient funds to pay the exercise price, or (iv) by any combination of
     the permissible forms of payment; provided, that if the Stock delivered
     upon exercise of the Option is an original issue of authorized Stock, at
     least so much of the exercise price as represents the par value of such
     Stock must be paid other than by the Option holder's promissory note or
     personal check.

     (f) DISCRETIONARY PAYMENTS. If the market price of shares of Stock subject
     to an Option (other than an Option which is in tandem with a Stock
     Appreciation Right as described in Section 6.2 below) exceeds the exercise
     price of the Option at the time of its exercise, the Committee may cancel
     the Option and cause the Company to pay in cash or in shares of Common
     Stock (at a price per share equal to the fair market value per share) to
     the person exercising the Option an amount equal to the difference between
     the fair market value of the Stock which would have been purchased pursuant
     to the exercise (determined on the date the Option is canceled) and the
     aggregate exercise price which would have been paid. The Committee may
     exercise its discretion to take such action only if it has received a
     written request from the person exercising the Option, but such a request
     will not be binding on the Committee.
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     6.2.  STOCK APPRECIATION RIGHTS

     (a) NATURE OF STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is an
     Award entitling the recipient on exercise of the Right to receive an
     amount, in cash or Stock or a combination thereof (such form to be
     determined by the Committee), determined in whole or in part by reference
     to appreciation in Stock value.

     In general, a Stock Appreciation Right entitles the Participant to receive,
     with respect to each share of Stock as to which the Right is exercised, the
     excess of the share's fair market value on the date of exercise over its
     fair market value on the date the Right was granted. However, the Committee
     may provide at the time of grant that the amount the recipient is entitled
     to receive will be adjusted upward or downward under rules established by
     the Committee to take into account the performance of the Stock in
     comparison with the performance of other stocks or an index or indices of
     other stocks. The Committee may also grant Stock Appreciation Rights
     providing that following a Change of Control of the Company, as defined in
     Paragraph 7.3 ("Change of Control") as determined by the Committee, the
     holder of such Right will be entitled to receive, with respect to each
     share of Stock subject to the Right, an amount equal to the excess of a
     specified value (which may include an average of values) for a share of
     Stock during a period preceding such Change of Control over the fair market
     value of a share of Stock on the date the Right was granted.

     (b) GRANT OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
     granted in tandem with, or independently of, Options granted under the
     Plan. A Stock Appreciation Right granted in tandem with an Option which is
     not an ISO may be granted either at or after the time the Option is
     granted. A Stock Appreciation Right granted in tandem with an ISO may be
     granted only at the time the Option is granted.

     (c) RULES APPLICABLE TO TANDEM AWARDS. When Stock Appreciation Rights
     are granted in tandem with Options, the following will apply:

         (1) The Stock Appreciation Right will be exercisable only at such time
         or times, and to the extent, that the related Option is exercisable and
         will be exercisable in accordance with the procedure required for
         exercise of the related Option.

         (2) The Stock Appreciation Right will terminate and no longer be
         exercisable upon the termination or exercise of the related Option,
         except that a Stock Appreciation Right granted with respect to less
         than the full number of shares covered by an Option will not be reduced
         until the number of shares as to which the related Option has been
         exercised or has terminated exceeds the number of shares not covered by
         the Stock Appreciation Right.

         (3) The Option will terminate and no longer be exercisable upon the
         exercise of the related Stock Appreciation Right.

         (4) The Stock Appreciation Right will be transferable only with the
         related Option.

         (5) A Stock Appreciation Right granted in tandem with an ISO may be
         exercised only when the market price of the Stock subject to the Option
         exceeds the exercise price of such option.
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     (d) EXERCISE OF INDEPENDENT STOCK APPRECIATION RIGHTS. A Stock Appreciation
     Right not granted in tandem with an Option will become exercisable at such
     time or times, and on such conditions, as the Committee may specify. The
     Committee may at any time accelerate the time at which all or any part of
     the Right may be exercised.

     Any exercise of an independent Stock Appreciation Right must be in writing,
     signed by the proper person and delivered or mailed to the Company,
     accompanied by any other documents required by the Committee.

     6.3.  RESTRICTED AND UNRESTRICTED STOCK

     (a) NATURE OF RESTRICTED STOCK AWARD. A Restricted Stock Award entitles
     the recipient to acquire, for a purchase price equal to par value,
     shares of Stock subject to the restrictions described in paragraph (d)
     below ("Restricted Stock").

     (b) ACCEPTANCE OF AWARD. A Participant who is granted a Restricted Stock
     Award will have no rights with respect to such Award unless the
     Participant accepts the Award by written instrument delivered or mailed
     to the Company accompanied by payment in full of the specified purchase
     price, if any, of the shares covered by the Award. Payment may be by
     certified or bank check or other instrument acceptable to the Committee.

     (c) RIGHTS AS A STOCKHOLDER. A Participant who receives Restricted Stock
     will have all the rights of a stockholder with respect to the Stock,
     including voting and dividend rights, subject to the restrictions
     described in paragraph (d) below and any other conditions imposed by the
     Committee at the time of grant. Unless the Committee otherwise
     determines, certificates evidencing shares of Restricted Stock will
     remain in the possession of the Company until such shares are free of
     all restrictions under the Plan.

     (d) RESTRICTIONS. Except as otherwise specifically provided by the Plan,
     Restricted Stock may not be sold, assigned, transferred, pledged or
     otherwise encumbered or disposed of, and if the Participant ceases to be
     an Employee or otherwise suffers a Status Change (as defined at Section
     7.2(a) below) for any reason, must be offered to the Company for
     purchase for the amount of cash paid for the Stock, or forfeited to the
     Company if no cash was paid. These restrictions will lapse at such time
     or times, and on such conditions, as the Committee may specify. The
     Committee may at any time accelerate the time at which the restrictions
     on all or any part of the shares will lapse.

     (e) NOTICE OF ELECTION. Any Participant making an election under Section
     83(b) of the Code with respect to Restricted Stock must provide a copy
     thereof to the Company within 10 days of the filing of such election
     with the Internal Revenue Service.

     (f) OTHER AWARDS SETTLED WITH RESTRICTED STOCK. The Committee may, at
     the time any Award described in this Section 6 is granted, provide that
     any or all the Stock delivered pursuant to the Award will be Restricted
     Stock.

     (g) UNRESTRICTED STOCK. The Committee may, in its sole discretion,
     approve the sale to any Participant of shares of Stock free of
     restrictions under the Plan for a price which is not less than the par
     value of the Stock.

     6.4.   DEFERRED STOCK
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        A Deferred Stock Award entitles the recipient to receive shares of Stock
        to be delivered in the future. Delivery of the Stock will take place at
        such time or times, and on such conditions, as the Committee may
        specify. The Committee may at any time accelerate the time at which
        delivery of all or any part of the Stock will take place. At the time
        any Award described in this Section 6 is granted, the Committee may
        provide that, at the time Stock would otherwise be delivered pursuant to
        the Award, the Participant will instead receive an instrument evidencing
        the Participant's right to future delivery of Deferred Stock.

        6.5.  PERFORMANCE AWARDS; PERFORMANCE GOALS

        (a) NATURE OF PERFORMANCE AWARDS. A Performance Award entitles the
        recipient to receive, without payment, an amount in cash or Stock or a
        combination thereof (such form to be determined by the Committee)
        following the attainment of Performance Goals. Performance Goals may be
        related to personal performance, corporate performance, departmental
        performance or any other category of performance deemed by the Committee
        to be important to the success of the Company. The Committee will
        determine the Performance Goals, the period or period during which
        performance is to be measured and all other terms and conditions
        applicable to the Award.

        (b) OTHER AWARDS SUBJECT TO PERFORMANCE CONDITION. The Committee may, at
        the time any Award described in this Section 6 is granted, impose the
        condition (in addition to any conditions specified or authorized in this
        Section 6 or any other provision of the Plan) that Performance Goals be
        met prior to the Participant's realization of any payment or benefit
        under the Award.

        6.6.  LOANS AND SUPPLEMENTAL GRANTS

        (a) LOANS. The Company may make a loan to a Participant ("Loan"), either
        on the date of or after the grant of any Award to the Participant. A
        Loan may be made either in connection with the purchase of Stock under
        the Award or with the payment of any Federal, state and local income tax
        with respect to income recognized as a result of the Award. The
        Committee will have full authority to decide whether to make a Loan and
        to determine the amount, terms and conditions of the Loan, including the
        interest rate (which may be zero), whether the Loan is to be secured or
        unsecured or with or without recourse against the borrower, the terms on
        which the Loan is to be repaid and the conditions, if any, under which
        it may be forgiven. However, no Loan may have a term (including
        extensions) exceeding ten years in duration.

        (b) SUPPLEMENTAL GRANTS. In connection with any Award, the Committee may
        at the time such Award is made or at a later date, provide for and grant
        a cash award to the Participant ("Supplemental Grant") not to exceed an
        amount equal to (1) the amount of any Federal, state and local income
        tax on ordinary income for which the Participant may be liable with
        respect to the Award, determined by assuming taxation at the highest
        marginal rate, plus (2) an additional amount on a grossed-up basis
        intended to make the Participant whole on an after-tax basis after
        discharging all the Participant's income tax liabilities arising from
        all payments under this Section 6. Any payments under this subsection
        (b) will be made at the time the Participant incurs Federal income tax
        liability with respect to the Award.

7.   EVENTS AFFECTING OUTSTANDING AWARDS

        7.1.  DEATH
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        If a Participant dies, the following will apply:

        (a) All Options and Stock Appreciation Rights held by the Participant
        immediately prior to death, to the extent then exercisable, may be
        exercised by the Participant's executor or administrator or the person
        or persons to whom the Option or Right is transferred by will or the
        applicable laws of descent and distribution, at any time within the one
        year period ending with the first anniversary of the Participant's death
        (or such shorter or longer period as the Committee may determine), and
        shall thereupon terminate. In no event, however, shall an Option or
        Stock Appreciation Right remain exercisable beyond the latest date on
        which it could have been exercised without regard to this Section 7.
        Except as otherwise determined by the Committee, all Options and Stock
        Appreciation Rights held by a Participant immediately prior to death
        that are not then exercisable shall terminate at death.

        (b) Except as otherwise determined by the Committee, all Restricted
        Stock held by the Participant must be transferred to the Company (and,
        in the event the certificates representing such Restricted Stock are
        held by the Company, such Restricted Stock will be so transferred
        without any further action by the Participant) in accordance with
        Section 6.3 above.

        (c) Any payment or benefit under a Deferred Stock Award, Performance
        Award, or Supplemental Grant to which the Participant was not
        irrevocably entitled prior to death will be forfeited and the Award
        canceled as of the time of death, unless otherwise determined the
        Committee.

        7.2.  TERMINATION OF SERVICE (OTHER THAN BY DEATH)

        If a Participant who is an Employee ceases to be an Employee for any
        reason other than death, or if there is a termination (other than by
        reason of death) of the consulting, service or similar relationship in
        respect of which a non-Employee Participant was granted an Award
        hereunder (such termination of the employment or other relationship
        being hereinafter referred to as a "Status Change"), the following will
        apply:

        (a) Except as otherwise determined by the Committee, all Options and
        Stock Appreciation Rights held by the Participant that were not
        exercisable immediately prior to the Status Change shall terminate at
        the time of the Status Change. Any Options or Rights that were
        exercisable immediately prior to the Status Change will continue to be
        exercisable for a period of three months (or such longer period as the
        Committee may determine), and shall thereupon terminate, unless the
        Award provides by its terms for immediate termination in the event of a
        Status Change or unless the Status Change results from a discharge for
        cause which in the opinion of the Committee casts such discredit on the
        Participant as to justify immediate termination of the Award. In no
        event, however, shall an Option or Stock Appreciation Right remain
        exercisable beyond the latest date on which it could have been exercised
        without regard to this Section 7. For purposes of this paragraph, in the
        case of a Participant who is an Employee, a Status Change shall not be
        deemed to have resulted by reason of (i) a sick leave or other bona fide
        leave of absence approved for purposes of the Plan by the Committee, so
        long as the Employee's right to reemployment is guaranteed either by
        statute or by contract, or (ii) a transfer of employment between the
        Company and a subsidiary or between subsidiary, or to the employment of
        a corporation (or a parent or subsidiary corporation of such
        corporation) issuing or assuming an option in a transaction to which
        section 424(a) of the Code applies.

        (b) Except as otherwise determined by the Committee, all Restricted
        Stock held by the Participant at the time of the Status Change must be
        transferred to the Company (and, in the event the certificates
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        representing such Restricted Stock are held by the Company, such
        Restricted Stock will be so transferred without any further action by
        the Participant) in accordance with Section 6.3 above.

        (c) Any payment or benefit under a Deferred Stock Award, Performance
        Award, or Supplemental Grant to which the Participant was not
        irrevocably entitled prior to the Status Change will be forfeited and
        the Award canceled as of the date of such Status Change unless otherwise
        determined by the Committee.

        7.3.  CERTAIN CORPORATE TRANSACTIONS.

        Upon the occurrence of a Change of Control as defined in this
        Section 7.3:

        (a) Each outstanding Option shall automatically become fully
        exercisable, notwithstanding any provision to the contrary herein and
        shall remain exercisable until the expiration of the term of the Option.

        (b) The Committee, in its sole discretion, may determine to make each
        Stock Appreciation Right exercisable in full; remove the restrictions
        from each outstanding share of Restricted Stock; cause the Company to
        make payment under each outstanding Deferred Stock Award, Performance
        Award and Supplemental Grant; forgive all or any portion of the
        principal or interest on a loan; and remove or waive any condition or
        restriction on any Award to the extent it may determine appropriate.

        (c) A "Change of Control" shall be deemed to have occurred if the event
        set forth in any one of the following paragraphs shall have occurred:

            (1) any Person is or becomes the Beneficial Owner, directly or
            indirectly, of securities of the Company (not including in the
            securities beneficially owned by such Person any securities acquired
            directly from the Company) representing 25% or more of the combined
            voting power of the Company's then outstanding securities, excluding
            any Person who becomes a Beneficial Owner in connection with a
            transaction described in Clause (i) of Paragraph (3) below; or,

            (2) the following individuals cease for any reason to
            constitute a majority of the number of directors then serving;
            individuals who, on May 20, 1999, constitute the Board of Directors
            and any new director (other than a director whose initial assumption
            of office is in connection with an actual or threatened election
            contest), whose appointment or election by the Board was approved or
            recommended by a vote of at least two-thirds (2/3) of the directors
            then still in office who either were directors on the date hereof or
            whose appointment, election or nomination for election was
            previously so approved or recommended; or

            (3) there is consummated a merger or consolidation of the
            Company with any other corporation, other than (i) a merger or
            consolidation which would result in the voting securities of the
            Company outstanding immediately prior to such merger or
            consolidation continuing to represent (either by remaining
            outstanding or by being converted into voting securities of the
            surviving entity or any parent thereof) at least 60% of the combined
            voting power of the securities of the Company or such surviving
            entity or any parent thereof outstanding immediately after such
            merger or consolidation; or (ii) a merger or consolidation effected
            to implement a recapitalization of the Company (or similar
            transaction) in which no Person is or becomes the Beneficial Owner,
            directly or indirectly, of securities of the Company (not including
            in the securities beneficially owned by such Person any securities
            acquired directly from the Company)
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            representing 25% or more of the combined voting power of the
            Company's then outstanding securities; or

            (4) the stockholders of the Company approve a plan of complete
            liquidation or dissolution of the Company or there is consummated an
            agreement for the sale or disposition of the Company of all or
            substantially all of the Company's assets, other than a sale or
            disposition by the Company of all or substantially all of the
            Company's assets to an entity, at least 60% of the combined voting
            power of the voting securities of which are owned by stockholders of
            the Company in substantially the same proportions as their ownership
            of the Company immediately prior to such sale.

For purposes of this Section 7.3(c), "Beneficial Owner" shall have the meaning
set forth in Rule 13d-3 under the Exchange Act; "Exchange Act" shall mean the
Securities and Exchange Act of 1934, as amended from time to time; and "Person"
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries; (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
any of its "affiliates" within the meaning set forth in Rule 12b-2 promulgated
under Section 12 of the Exchange Act; (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities; or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

8.   GENERAL PROVISIONS

        8.1.  DOCUMENTATION OF AWARDS

Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Committee from time to time. Such instruments may be in the
form of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.

        8.2.  RIGHTS AS A STOCKHOLDER, DIVIDEND EQUIVALENTS

Except as specifically provided by the Plan, the receipt of an Award will not
give a Participant rights as a stockholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Stock. However, the Committee may,
on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Stock subject to the Participant's Award had such Stock been outstanding.
Without limitation, the Committee may provide for payment to the Participant of
amounts representing such dividends, either currently or in the future, or for
the investment of such amounts on behalf of the Participant.

        8.3.  CONDITIONS ON DELIVERY OF STOCK

The Company will not be obligated to deliver any shares of Stock pursuant to the
Plan or to remove restriction from shares previously delivered under the Plan
(a) until all conditions of the Award have been satisfied or removed, (b) until,
in the opinion of the Company's counsel, all applicable federal and state laws
and regulation have been complied with, (c) if the outstanding Stock is at the
time listed on any stock exchange, until the shares to be delivered have been
listed or authorized to be listed on such exchange upon official notice of
notice of issuance, and (d) until all other legal matters in connection with the
issuance and delivery of such shares have
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been approved by the Company's counsel. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the Award, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.

If an Award is exercised by the Participant's legal representative, the Company
will be under no obligation to deliver Stock pursuant to such exercise until the
Company is satisfied as to the authority of such representative.

        8.4.  TAX WITHHOLDING

The Company will withhold from any cash payment made pursuant to an Award an
amount sufficient to satisfy all federal, state and local withholding tax
requirements (the "withholding requirements").

In the case of an Award pursuant to which Stock may be delivered, the Committee
will have the right to require that the Participant or other appropriate person
remit to the Company an amount sufficient to satisfy the withholding
requirements, or make other arrangements satisfactory to the Committee with
regard to such requirements, prior to the delivery of any Stock. If and to the
extent that such withholding is required, the Committee may permit the
Participant or such other person to elect at such time and in such manner as the
Committee provides to have the Company hold back from the shares to be
delivered, or to deliver to the Company, Stock having a value calculated to
satisfy the withholding requirement. The Committee may make such share
withholding mandatory with respect to any Award at the time such Award is made
to a Participant.

If at the time an ISO is exercised the Committee determines that the Company
could be liable for withholding requirements with respect to a disposition of
the Stock received upon exercise, the Committee may require as a condition of
exercise that the person exercising the ISO agree (a) to inform the Company
promptly of any disposition (within the meaning of section 424(c) of the Code)
of Stock received upon exercise, and (b) to give such security as the Committee
deems adequate to meet the potential liability of the Company for the
withholding requirements and to augment such security from time to time in any
amount reasonably deemed necessary by the Committee to preserve the adequacy of
such security.

        8.5.  NONTRANSFERABILITY OF AWARDS

Except as otherwise specified by the Committee, no Award (other than an Award in
the form of an outright transfer of cash or Unrestricted Stock) may be
transferred other than by will or by the laws of descent and distribution, and
during an employee's lifetime an Award requiring exercise may be exercised only
by the Participant (or in the event of the Participant's incapacity, the person
or persons legally appointed to act on the Participant's behalf).

        8.6.  ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS

        (a) In the event of a stock dividend, stock split or combination of
        shares, recapitalization or other change in the Company's
        capitalization, or other distribution to common stockholders other than
        normal cash dividends, after the effective date of the Plan, the
        Committee will make any appropriate adjustments to the maximum number of
        shares that may be delivered under the Plan under Section 4 above.

        (b) In any event referred to in paragraph (a), the Committee will
        also make any appropriate adjustments to the number and kind of shares
        of stock or securities subject to Awards then outstanding or
        subsequently granted, any exercise prices relating to Awards and any
        other provision of Awards
<PAGE>
        affected by such change. The Committee may also make such adjustments to
        take into account material changes in law or in accounting practices or
        principles, mergers, consolidations, acquisitions, dispositions or
        similar corporate transactions, or any other event, if it is determined
        by the Committee that adjustments are appropriate to avoid distortion in
        the operation of the Plan.

        8.7.  EMPLOYMENT RIGHTS, ETC.

Neither the adoption of the Plan nor the grant of Awards will confer upon any
person any right to continued retention by the Company or any subsidiary as an
Employee or otherwise, or affect in any way the right of the Company or
subsidiary to terminate an employment, service or similar relationship at any
time. Except as specifically provided by the Committee in any particular case,
the loss of existing or potential profit in Awards granted under the Plan will
not constitute an element of damages in the event of termination of an
employment, service or similar relationship even if the termination is in
violation of an obligation of the Company to the Participant.

        8.8.  DEFERRAL OF PAYMENTS

The Committee may agree at any time, upon request of the Participant, to defer
the date on which any payment under an Award will be made.

        8.9.  PAST SERVICES AS CONSIDERATION

Where a Participant purchases Stock under an Award for a price equal to the par
value of the Stock the Committee may determine that such price has been
satisfied by past services rendered by the Participant.

        8.10. FORFEITURE PROVISIONS

The Committee may establish provisions that require the Participant to forfeit
an Award, or the economic value of an Award, upon the occurrence of certain
events that it may specify, including breach by a Participant of agreements with
the Company.

9.   EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

Neither adoption of the Plan nor the grant of Awards to a Participant will
affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
Employees.

The Committee may at any time or times amend the Plan or any outstanding Award
for any purpose which may at the time be permitted by law, or may at any time
terminate the Plan as to any further grants of Awards, provided that (except to
the extent expressly required or permitted by the Plan) no such amendment will,
without the approval of the stockholders of the Company, effectuate a change for
which stockholder approval is required in order for the Plan to continue to
qualify for the award of ISOs under Section 422 of the Code.