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                                                                    Exhibit 10.1


                           K-TRON INTERNATIONAL, INC.
                         1996 EQUITY COMPENSATION PLAN
                         (September 11, 1996 Revision)


         The purpose of the K-Tron International, Inc. 1996 Equity Compensation
Plan (the "Plan") is to provide officers and other employees of K-Tron
International, Inc. (the "Company") and its subsidiaries with the opportunity
to receive grants of incentive stock options, nonqualified stock options, stock
appreciation rights and restricted stock.  The Company believes that the Plan
will provide an incentive to the participants to contribute materially to the
long-term growth of the Company, will align the economic interests of the
participants with those of the Company's shareholders and will aid the Company
and its subsidiaries in attracting and retaining officers and employees of
outstanding ability.

1.       Administration

         The Plan shall be administered and interpreted by a committee (the
"Committee"), which shall consist of two or more persons appointed by the
Company's Board of Directors (the "Board"), all of whom shall be "non-employee
directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934
(the "Exchange Act") and "outside directors" as defined in Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code") and related Treasury
regulations.

         The Committee shall have the sole authority to (i) determine the
individuals to whom grants shall be made under the Plan, (ii) determine the
type, size and terms of the grants to be made to each such individual, (iii)
determine the time when the grants will be made and the duration of any
applicable exercise or restriction period, including the criteria for vesting
and the acceleration of vesting and (iv) deal with any other matters arising
under the Plan.

         The Committee shall have full power and authority to administer and
interpret the Plan, to make factual determinations and to adopt or amend such
rules, regulations, agreements and instruments for implementing the Plan and
for the conduct of its business as it deems necessary or advisable, in its sole
discretion.  The Committee's interpretations of the Plan and all determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interests in the Plan or in
any awards granted hereunder.  All powers of the Committee shall be executed in
its sole discretion, in the best interest of the Company and in keeping with
the objectives of the Plan and need not be uniform as to similarly situated
individuals.

2.       Grants

         Incentives under the Plan shall consist of incentive stock options,
nonqualified stock options, stock appreciation rights and restricted stock
(hereinafter collectively referred to as "Grants").  All Grants shall be
subject to the terms and conditions set forth herein and to those
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other terms and conditions consistent with the Plan as the Committee deems
appropriate and as are specified in writing by the Committee to the individual
in a grant letter (the "Grant Letter") or an amendment thereto.  The Committee
shall approve the form and provisions of each Grant Letter or amendment.
Grants under a particular Section of the Plan need not be uniform as among the
grantees.

3.       Shares Subject to the Plan

         (a)     Subject to the adjustments specified in Section 3(b), the
aggregate number of shares of common stock of the Company (the "Company Stock")
that may be issued or transferred pursuant to Grants or otherwise under the
Plan is 450,000 shares.  Notwithstanding anything in the Plan to the contrary,
the maximum aggregate number of shares of Company Stock that shall be subject
to Grants made under the Plan to any single employee during any one year period
shall be 100,000 shares.  The shares may be authorized but unissued shares of
Company Stock or reacquired shares of Company Stock, including shares purchased
by the Company on the open market for purposes of the Plan.  If and to the
extent options granted under the Plan terminate, expire or are canceled,
forfeited, exchanged or surrendered without having been exercised, or if any
shares of restricted stock are forfeited, the shares subject to such Grants
shall again be available for purposes of the Plan.

         (b)     If there is any change in the number or kind of shares of
Company Stock outstanding by reason of (i) a stock dividend, (ii) a
recapitalization, (iii) a stock split, combination or exchange of shares, (iv)
a merger, reorganization or consolidation in which the Company is the surviving
corporation, (v) a reclassification or (vi) any other extraordinary or unusual
event affecting the outstanding Company Stock as a class without in any of such
cases the Company's receipt of consideration, or if in the opinion of the
Committee the value of outstanding shares of Company Stock is substantially
reduced due to the Company's payment of an extraordinary dividend or
distribution, the maximum number of shares of Company Stock available for
Grants, the maximum number of shares of Company Stock which any one individual
participating in the Plan may be granted during any one year, the number of
shares covered by outstanding Grants and the price per share or the applicable
market value of such Grants shall be proportionately adjusted by the Committee
to reflect any increase or decrease in the number or kind of issued shares of
Company Stock to preclude the enlargement or dilution of rights and benefits
under such Grants; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated.  The adjustments determined by the
Committee shall be final, binding and conclusive.  Notwithstanding the
foregoing, no adjustment shall be authorized or made pursuant to this Section
if such authorization or adjustment would cause any Incentive Stock Option to
fail to comply with Section 422 of the Code.

4.       Eligibility for Participation

         All employees employed by the Company or any subsidiary ("Employees")
(including Employees who are officers or members of the Board) shall be
eligible to participate in the Plan.





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The Committee shall select the Employees to receive Grants and determine the
number of shares of Company Stock subject to a particular Grant in such manner
as the Committee determines.  (Employees who receive Grants under this Plan
shall hereinafter be referred to as "Grantees".)  The term "Company" as used
hereinafter when referring to Employees or matters involving Employees (such as
termination of employment or the withholding of taxes) shall include the
Company's subsidiaries.

         Nothing contained in this Plan shall be construed to limit the right
of the Company to make Grants in connection with the acquisition, by purchase,
lease, merger, consolidation or otherwise, of the business or assets of any
corporation, firm or association, including options granted to employees
thereof who become Employees of the Company, or for any other proper corporate
purpose.

5.       Granting of Stock Options

         (a)     Number of Shares.  The Committee, in its sole discretion,
shall determine the number of shares of Company Stock that will be subject to
each Grant of stock options.

         (b)     Type of Option and Price.  The Committee may grant options
intended to qualify as incentive stock options ("Incentive Stock Options")
within the meaning of Section 422 of the Code or options which are not intended
so to qualify ("Nonqualified Stock Options") (hereinafter collectively referred
to as "Stock Options") or any combination of Incentive Stock Options and
Nonqualified Stock Options, all in accordance with the terms and conditions set
forth herein.

         The per share purchase price of Company Stock subject to a Stock
Option shall be determined by the Committee and may be equal to, greater than
or less than the Fair Market Value (as defined in the next paragraph) of a
share of such Stock on the date such Stock Option is granted; provided,
however, that (i) the per share purchase price of Company Stock subject to an
Incentive Stock Option shall be equal to, or greater than, the Fair Market
Value of a share of such Stock on the date such Stock Option is granted and
(ii) an Incentive Stock Option may not be granted to an Employee who, at the
time of grant, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company, or any parent or
subsidiary of the Company, unless the purchase price per share is not less than
one hundred ten percent (110%) of the Fair Market Value of a share of such
Stock on the date of grant.

         If the Company Stock is traded in a public market, then the Fair
Market Value per share shall be determined as follows:  (i) if the principal
trading market for the Company Stock is a national securities exchange or the
National Market segment of The Nasdaq Stock Market, the last reported sale
price thereof on the relevant date or, if there were no trades on that date,
the latest preceding date upon which a sale was reported, or (ii) if the
Company Stock is not principally traded on any such exchange or market, the
mean between the last reported "bid" and "asked" prices thereof on the relevant
date, as reported on Nasdaq or, if not so reported, as





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reported by the National Daily Quotation Bureau, Inc. or as reported in a
customary financial reporting service, as applicable and as the Committee
determines.  If the Company Stock is not traded in a public market or subject
to reported transactions or "bid" and "asked" quotations as set forth above,
the Fair Market Value per share shall be as determined by the Committee.

         (c)     Exercise Period.  The Committee shall determine the option
exercise period of each Stock Option.  The exercise period shall not exceed ten
(10) years from the date of grant.  However, an Incentive Stock Option that is
granted to an Employee who, at the time of grant, owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, or any parent or subsidiary of the Company, may not have
a term that exceeds five (5) years from the date of grant.

         (d)     Vesting and Exercisability of Options.  Stock Options shall
become vested and exercisable in accordance with the terms and conditions
determined by the Committee, in its sole discretion and as specified in the
applicable Grant Letter.  The Committee, in its sole discretion, may accelerate
the exercisability of any or all outstanding Stock Options at any time for any
reason.  In addition, all outstanding Stock Options shall vest upon a Change of
Control (as defined in Section 9) unless the Committee determines otherwise
pursuant to Section 10.

         (e)     Manner of Exercise.  A Grantee may exercise a Stock Option
which has become exercisable, in whole or in part, by delivering a written
notice of exercise to the Committee or other recipient designated by the
Committee for this purpose, with accompanying payment of the option price in
accordance with Section 5(g).  Such notice may instruct the Company to deliver
shares of Company Stock due upon the exercise of the Stock Option to any
registered broker or dealer designated by the Committee in lieu of delivery to
the Grantee, in which case such instructions must also designate the account
into which the shares are to be deposited.

         (f)     Termination of Employment, Disability or Death.

                 (1)  In the event that a Grantee ceases to be an employee of
the Company for any reason other than "disability", death or "termination for
cause", any Stock Option which is otherwise vested and exercisable by the
Grantee shall terminate unless exercised within thirty (30) days of the date on
which the Grantee ceases to be an employee of the Company (or within such other
period of time as may be specified in the Grant Letter), but in any event no
later than the date of expiration of the option exercise period.  Any of the
Grantee's Stock Options which are not otherwise vested and exercisable as of
the date on which the Grantee ceases to be an employee of the Company shall
terminate as of such date.

                 (2)  In the event that a Grantee ceases to be an employee of
the Company on account of a "termination for cause" by the Company, any Stock
Option held by the Grantee shall terminate as of the date the Grantee ceases to
be an employee of the Company.

                 (3)  In the event that a Grantee ceases to be an employee of
the Company because





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the Grantee is "disabled", any Stock Option which is otherwise vested and
exercisable by the Grantee shall terminate unless exercised within one (1) year
of the date on which the Grantee ceases to be an employee of the Company (or
within such other period of time as may be specified in the Grant Letter), but
in any event no later than the date of expiration of the option exercise
period.  Any of the Grantee's Stock Options which are not otherwise vested and
exercisable as of the date on which the Grantee ceases to be an employee of the
Company shall terminate as of such date.

                 (4)  In the event of the death of a Grantee while the Grantee
is an employee of the Company or within not more than thirty (30) days of the
date on which the Grantee ceases to be an employee of the Company on account of
a termination of employment for any reason other than "termination for cause"
or "disability" (or within such other period of time as may be specified in the
Grant Letter), any Stock Option which is otherwise vested and exercisable by
the Grantee shall terminate unless exercised within one (1) year of the date on
which the Grantee ceases to be an employee of the Company (or within such other
period of time as may be specified in the Grant Letter), but in any event no
later than the date of expiration of the option exercise period.  Any of the
Grantee's Stock Options which are not otherwise vested and exercisable as of
the date on which the Grantee ceases to be an employee of the Company shall
terminate as of such date.

                 (5) For purposes of this Section 5(f), the following terms
shall be defined as follows: (A) "disability" shall mean a Grantee's becoming
disabled within the meaning of section 22(e)(3) of the Code and (B)
"termination for cause" shall mean, except to the extent otherwise provided in
a Grantee's Grant Letter, a finding by the Committee, after full consideration
of the facts presented on behalf of both the Company and the Grantee, that the
Grantee has (i) breached his or her employment or service contract with the
Company, or (ii) has engaged in disloyalty to the Company, fraud, embezzlement,
theft, commission of a felony or proven dishonesty in the course of his or her
employment by or service to the Company, or (iii) has disclosed trade secrets
or other confidential information of the Company to persons not entitled to
receive the same.  In the event of a finding by the Committee of "termination
for cause" with respect to a Grantee, in addition to the immediate termination
of all Stock Options held by such Grantee, the Grantee shall automatically
forfeit all option shares for any exercised portion of a Stock Option for which
the Company has not yet delivered the share certificates upon refund by the
Company of the option price paid by the Grantee for such option shares.

         (g)     Satisfaction of Option Price.  The Grantee shall pay the
option price specified in the Grant Letter in (i) cash, (ii) with the approval
of the Committee, by delivering shares of Company Stock owned by the Grantee
(including Company Stock acquired in connection with the exercise of a Stock
Option), subject to such restrictions as the Committee deems appropriate, and
having a Fair Market Value on the date of exercise equal to the option price or
(iii) through any combination of (i) and (ii).  The Grantee shall pay the
option price and the amount of withholding tax due, if any, at the time of
exercise.  Shares of Company Stock shall not be issued





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or transferred upon exercise of a Stock Option until the option price is fully
paid and any required withholding is made.

         (h)     Limits on Incentive Stock Options.  Each Incentive Stock
Option shall provide that, if the aggregate Fair Market Value on the date of
the Grant of the Company Stock with respect to which Incentive Stock Options
are exercisable for the first time by a Grantee during any calendar year (under
the Plan or any other stock option plan of the Company or a parent or
subsidiary corporation) exceeds $100,000, then such option, as to the excess,
shall be treated as a Nonqualified Stock Option.

6.       Restricted Stock Grants

         The Committee may issue or transfer shares of Company Stock to an
Employee under a Grant (a "Restricted Stock Grant"), upon such terms as the
Committee deems appropriate.  The following provisions are applicable to
Restricted Stock Grants:

         (a)     General Requirements.  Shares of Company Stock issued or
transferred pursuant to Restricted Stock Grants may be issued or transferred
for consideration or for no consideration, at the sole discretion of the
Committee.  The Committee shall establish conditions under which restrictions
on the transfer of shares of Company Stock shall lapse over a period of time or
according to such other criteria as the Committee deems appropriate.  The
period of years during which the Restricted Stock Grant will remain subject to
restrictions will be designated in the Grant Letter as the "Restriction
Period."

         (b)     Number of Shares.  The Committee shall issue or transfer to
each Grantee of a Restricted Stock Grant such number of shares of restricted
Company Stock as the Committee deems appropriate.

         (c)     Requirement of Employment.  If a Grantee's employment
terminates during the period designated in the Grant Letter as the Restriction
Period, or if other specified conditions are not met, the Restricted Stock
Grant shall terminate as to all shares covered by the Grant as to which the
restrictions on transfer have not lapsed, and those shares of Company Stock
must be immediately returned to the Company.  The Committee may, however,
provide for complete or partial exceptions to this requirement as it deems
equitable.

         (d)     Restrictions on Transfer and Legend on Share Certificate.
During the Restriction Period, a Grantee may not sell, assign, transfer, pledge
or otherwise dispose of the shares of Company Stock to which such Restriction
Period applies except to a Successor Grantee under Section 8(a).  Each
certificate for shares issued or transferred under a Restricted Stock Grant
shall contain a legend giving appropriate notice of the restrictions in the
Grant.  The Grantee shall be entitled to have the legend removed from the share
certificate covering any of the shares subject to restrictions when all
restrictions on such shares have lapsed.  The Committee, in its sole
discretion, may determine that the Company will not issue certificates for
shares of





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Restricted Stock until all restrictions on such shares have lapsed, or that the
Company will retain possession of certificates for shares of Restricted Stock
until all restrictions on such shares have lapsed.

         (e)     Right to Vote and to Receive Dividends.  During the
Restriction Period, unless the Committee determines otherwise, the Grantee
shall have the right to vote shares subject to the Restricted Stock Grant and
to receive any dividends or other distributions paid on such shares, subject to
any restrictions deemed appropriate by the Committee.

         (f)     Lapse of Restrictions.  All restrictions imposed under a
Restricted Stock Grant shall lapse upon the expiration of the applicable
Restriction Period and the satisfaction of any conditions imposed by the
Committee.  The Committee may determine, as to any or all Restricted Stock
Grants, that all the restrictions shall lapse without regard to any Restriction
Period.  All outstanding Restricted Stock Grants shall vest upon a Change of
Control, unless the Committee determines otherwise pursuant to Section 10.

7.       Stock Appreciation Rights

         (a)     The Committee may grant stock appreciation rights ("SARs") to
any Grantee in tandem with any Stock Option, for all or a portion of the
applicable Stock Option, either at the time the Stock Option is granted or at
any time thereafter while the Stock Option remains outstanding; provided,
however, that in the case of an Incentive Stock Option, such rights may be
granted only at the time of the Grant of such Incentive Stock Option.  Unless
the Committee determines otherwise, the base price of each SAR shall be equal to
the greater of (i) the exercise price of the related Stock Option or (ii) the
Fair Market Value of a share of Company Stock as of the date of Grant of such
SAR.

         (b)     The number of SARs granted to a Grantee which shall be
exercisable during any given period of time shall not exceed the number of
shares of Company Stock which the Grantee may purchase upon the exercise of the
related Stock Option during such period of time.  Upon the exercise of a Stock
Option, the SARs relating to the Company Stock covered by such Stock Option
shall terminate.  Upon the exercise of SARs, the related Stock Option shall
terminate to the extent of an equal number of shares of Company Stock.

         (c)     Upon a Grantee's exercise of some or all of the Grantee's SARs,
the Grantee shall receive in settlement of such SARs an amount equal to the
value of the stock appreciation for the number of SARs exercised, payable in
cash, Company Stock or a combination thereof.  The stock appreciation for an
SAR is the difference between the base price of the SAR as described in Section
7(a) and the Fair Market Value of the underlying Company Stock on the date of
exercise of such SAR.

         (d)     At the time of such exercise, the Grantee shall have the right
to elect the portion of the amount to be received that shall consist of cash
and the portion that shall consist of





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Company Stock, which, for purposes of calculating the number of shares of
Company Stock to be received, shall be valued at their Fair Market Value on the
date of exercise of such SARs.  The Committee shall have the right to
disapprove a Grantee's election to receive cash in full or partial settlement
of the SARs exercised and to require that shares of Company Stock be delivered
in lieu of cash.  If shares of Company Stock are to be received upon exercise
of an SAR, cash shall be delivered in lieu of any fractional share.  A SAR
shall be exercisable only during the period when the Stock Option to which it
is related is also exercisable.

8.       Transferability of Grants

         (a)     Only the Grantee or a Successor Grantee (as defined below) may
exercise rights under a Grant.  Such persons may not transfer those rights,
except that a Grantee may transfer rights under a Grant  by will or by the laws
of descent and distribution or, with respect to Grants other than Incentive
Stock Options, if permitted under Rule 16b-3 of the Exchange Act and if
permitted in any specific case by the Committee in its sole discretion,
pursuant to a domestic relations order as defined under the Code or Title I of
the Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  When a Grantee dies, the representative or other
person entitled to succeed to the rights of the Grantee ("Successor Grantee")
may exercise such rights.  A Successor Grantee must furnish proof satisfactory
to the Company of his or her right to receive the Grant under the Grantee's
will or under the applicable laws of descent and distribution.

         (b)     Notwithstanding the foregoing, the Committee may provide, in a
Grant Letter, that a Grantee may transfer Nonqualified Stock Options to family
members or other persons or entities according to such terms as the Committee
may determine.

9.       Change of Control of the Company

         As used herein, a "Change of Control" shall be deemed to have occurred
if:

         (a)     A liquidation or dissolution of the Company or the sale
(excluding transfers to subsidiaries) of all or substantially all of the
Company's assets occurs;

         (b)     As a result of a tender offer, stock purchase, other stock
acquisition, merger, consolidation, recapitalization, reverse split or sale or
transfer of assets, any person or group (as such terms are used in and under
Section 13(d) of the Exchange Act) becomes the beneficial owner (as defined in
Rule 13-d under the Exchange Act), directly or indirectly, of securities of the
Company representing more than 20% of the common stock of the Company or the
combined voting power of the Company's then outstanding securities; or

         (c)     During any period of two consecutive years, individuals who,
at the beginning of such period, constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of at least two-





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thirds of the directors who were not directors at the beginning of such period
was approved by a vote of at least two-thirds of the directors then still in
office who were either directors at the beginning of the period or who, in
connection with their election or nomination, received the foregoing two-thirds
approval.

10.      Consequences of a Change of Control

         (a)     Upon a Change of Control, unless the Committee determines
otherwise, (i) the Company shall provide to each Grantee who holds an
outstanding Grant written notice of such Change of Control, (ii) all
outstanding Stock Options and SARs shall automatically accelerate and become
fully exercisable, and (iii) the restrictions and conditions on all outstanding
Restricted Stock shall immediately lapse.  Notwithstanding the foregoing, if a
Change of Control described in Section 9(a) will occur, or if a Change of
Control described in Section 9(b) will occur and the Company will not be the
surviving corporation (or will survive only as a subsidiary of another
corporation), then the provisions of this Section 10(a) shall be mandatory,
subject to the provisions of Section 10(d) below.

         (b)     In the event of a Change of Control where the Company is not
the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Stock
Options and SARs that are not exercised shall be assumed by, or replaced with
comparable options or rights by, the surviving corporation.

         (c)     In addition, in the event of a Change of Control, the
Committee may take one or both of the following actions: the Committee may (i)
require that Grantees surrender their outstanding Stock Options and SARs in
exchange for a payment by the Company, in cash or Company Stock as determined
by the Committee, in an amount equal to the amount by which the then Fair
Market Value of the shares of Company Stock subject to the Grantee's
outstanding Stock Options and SARs exceeds the purchase price of the Options or
the base price of the SARs, as applicable, or (ii) after giving Grantees an
opportunity to exercise their outstanding Stock Options and SARs, terminate any
or all outstanding Stock Options and SARs at such time as the Committee deems
appropriate.  Such surrender or termination shall take place as of the date of
the Change of Control or such other date as the Committee may specify.

         (d)     Notwithstanding anything in the Plan to the contrary, in the
event of a Change of Control, the Committee shall not have the right to take
any actions described in the Plan (including without limitation actions
described in Section 10(c) above) that would make the Change of Control
ineligible for pooling of interest accounting treatment or that would make the
Change of Control ineligible for desired tax treatment if, in the absence of
such right, the Change of Control would qualify for such treatment and the
Company intends to use such treatment with respect to the Change of Control.

         (e)     The Committee may make determinations under this Section 10
prior to the Change of Control or, if the Committee making such determinations
following a Change of





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Control is comprised of the same members as served on the Committee immediately
prior to such Change of Control, within twenty (20) days following such Change
of Control.

11.      Amendment and Termination of the Plan

         (a)     Amendment.  The Board may amend or terminate the Plan at any
time; provided, however, that any amendment that increases the aggregate number
(or individual limit for any single Grantee) of shares of Company Stock that
may be issued or transferred under the Plan (other than by operation of Section
3(b)), or modifies the requirements as to eligibility for participation in the
Plan, shall be subject to approval by the shareholders of the Company and
provided, further, that the Board shall not amend the Plan without shareholder
approval if such approval is required by Section 162(m) of the Code.

         (b)     Termination of Plan.  The Plan shall terminate on May 9, 2006
unless terminated earlier by the Board or unless extended by the Board with the
approval of the shareholders.

         (c)     Termination and Amendment of Outstanding Grants.  A
termination or amendment of the Plan that occurs after a Grant is made shall
not materially impair the rights of a Grantee under such Grant unless the
Grantee consents or unless the Committee acts under Section 19(b).  The
termination of the Plan shall not impair the power and authority of the
Committee with respect to any outstanding Grant.  Whether or not the Plan has
terminated, an outstanding Grant may be terminated or amended under Section
19(b) or may be amended by agreement of the Company and the Grantee consistent
with the Plan.

         (d)     Governing Document.  The Plan shall be the controlling
document.  No other statements, representations, explanatory materials or
examples, oral or written, may amend the Plan in any manner.  The Plan shall be
binding upon and enforceable against the Company and its successors and
assigns.

12.      Funding of the Plan

         The Plan shall be unfunded.  The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under the Plan.  In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

13.      Rights of Participants

         Nothing in the Plan shall entitle any Employee or other person to any
claim or right to be granted a Grant under the Plan.  Neither the Plan nor any
action taken hereunder shall be construed as giving any individual any rights
to be retained by or in the employ of the Company or any other employment
rights.





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14.      No Fractional Shares

         No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant.  The Committee shall determine whether cash,
other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

15.      Withholding of Taxes

         (a)     The Company shall have the right to deduct from all Grants
paid in cash, or from other wages paid to a Grantee, any federal, state or
local taxes required by law to be withheld with respect to such cash awards
and, in the case of Grants paid in Company Stock, the Grantee or other person
receiving such shares shall be required to pay to the Company the amount of any
such taxes which the Company is required to withhold with respect to such
Grants or the Company shall have the right to deduct from other wages paid to
the Grantee by the Company the amount of any withholding due with respect to
such Grants.

         (b)     If the Committee so permits, a Grantee may elect to satisfy
the Company's income tax withholding obligation with respect to a Grant paid in
Company Stock by having shares withheld up to an amount that does not exceed
the Grantee's maximum marginal tax rate for federal (including FICA), state and
local tax liabilities.  The election must be in a form and manner prescribed by
the Committee and shall be subject to the prior approval of the Committee.

16.      Requirements for Issuance or Transfer of Shares

         No Company Stock shall be issued or transferred in connection with any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee.  The Committee shall have the right to condition
any Grant made to any Grantee hereunder on such Grantee's undertaking in
writing to comply with such restrictions on his or her subsequent disposition
of such shares of Company Stock as the Committee shall deem necessary or
advisable as a result of any applicable law, regulation or official
interpretation thereof and certificates representing such shares may be
legended to reflect any such restrictions.  Certificates representing shares of
Company Stock issued or transferred under the Plan will be subject to such
stop-transfer orders and other restrictions as may be applicable under such
laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.

17.      Headings

         Section headings are for reference only.  In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.  References herein to a Section or a Subsection are references to
Sections or Subsections of the Plan unless otherwise noted.





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18.      Effective Date of the Plan

         The Plan became effective on May 10, 1996 when it was approved by the
Company's shareholders.

19.      Miscellaneous

         (a)     Substitute Grants.  The Committee may make a Grant to an
employee of another corporation who becomes an Employee by reason of a
corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation ("Substituted Stock Incentives").  The terms and conditions of the
substitute grant may vary from the terms and conditions required by the Plan
and from those of the Substituted Stock Incentives.  The Committee shall
prescribe the provisions of the substitute grants.

         (b)     Compliance with Law.  The Plan, the exercise of Stock Options
and the obligation of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required.  With respect to persons
subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act.  The
Committee may revoke any Grant if it is contrary to law or modify a Grant to
bring it into compliance with any valid and mandatory government regulation.
The Committee may also adopt rules regarding the withholding of taxes on
payments to Grantees.  The Committee may, in its sole discretion, agree to
limit its authority under this Section 19(b).

         (c)     Ownership of Stock.  A Grantee or Successor Grantee shall have
no rights as a shareholder with respect to any shares of Company Stock covered
by a Grant until the shares are issued or transferred to the Grantee or
Successor Grantee on the stock transfer records of the Company.

         (d)     Governing Law.  The validity, construction, interpretation and
effect of the Plan and Grant Letters issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the State of New
Jersey.





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