ION LASER TECHNOLOGY, INC.

                               a Utah corporation
     
                     1997 Stock Option and Incentive Plan

                                   ARTICLE I
                                    GENERAL


1.01.  Purpose.

     The purposes of this 1997 Stock Option and Incentive Plan (the "Plan") 
are to:  (1) closely associate the interests of the management of Ion Laser 
Technology, Inc., a Utah corporation,  and its Affiliates (collectively 
referred to as the "Company") with the shareholders of the Company by 
reinforcing the relationship between participants' rewards and shareholder 
gains; (2) provide management with an equity ownership in the Company 
commensurate with Company performance, as reflected in increased shareholder 
value; (3) maintain competitive compensation levels; and (4) provide an 
incentive to management to remain with the Company, whether as an employee or 
as a non-employee director, and to put forth maximum efforts for the success 
of its business.

1.02.  Administration.

     (a)     Pursuant to the corporate laws of the State of Utah, the Board of 
Directors of the Company, or a Committee appointed by the Board consisting 
solely of two or more non-employee directors, (the "Committee"), shall 
administer the Plan and shall approve any transaction under the Plan involving 
a grant, award or other acquisition from the Company.  Once appointed, the 
Committee shall continue to serve until otherwise directed by the Board.  From 
time to time, the Board may increase or change the size of the Committee, and 
appoint new members thereof, remove members (with or without cause) and 
appoint new members in substitution therefor, fill vacancies, however caused, 
or remove all members of the Committee.

     (b)     The Committee shall have the authority, without limitation, in 
its sole discretion, subject to and not inconsistent with the express 
provisions of the Plan, and from time to time, to:

             (i)    administer the Plan and to exercise all the powers an
authorities either specifically granted to it under the Plan or necessary
or advisable in the administration of the Plan;

             (ii)   designate the directors, employees or classes of employees
eligible to participate in the Plan from among those described in Section 1.03
below;

             (iii)  grant awards provided in the Plan in such form, amount and
under such terms as the Committee shall determine;

             (iv)   determine the purchase price of shares of Common Stock
covered by each Option (the "Option Price");

             (v)    determine the Fair Market Value of Common Stock for
purposes of Options or of determining the appreciation of Common Stock with
respect to Stock Appreciation Rights;

             (vi)   determine the time or times at which Options and/or Stock
Appreciation Rights shall be granted;

             (vii)  determine the terms and provisions of the various Option or
Stock Appreciation Rights Agreements (none of which need be identical or
uniform) evidencing Options or Stock Appreciation Rights granted under the Plan
and to impose such limitations, restrictions and conditions upon any such award
as the Committee shall deem appropriate; and

             (viii)  interpret the Plan, adopt, amend and rescind rules and
regulations relating to the Plan, and make all other determinations and take
all other action necessary or advisable for the implementation and
administration of the Plan.

     The Committee may delegate to one or more of its members or to one or 
more agents such administrative duties as it may deem advisable, and the 
Committee or any delegate may employ one or more persons to render advice with 
respect to any responsibility the Committee or such person may have under the 
Plan.

     (c)     All decisions, determinations and interpretations of the 
Committee on all matters relating to the Plan shall be in its sole discretion 
and shall be final, binding and conclusive on all Optionees and the Company.

     (d)     One member of the Committee shall be elected by the Board as 
chairman.  The Committee shall hold its meetings at such times and places as 
it shall deem advisable.  All determinations of the Committee shall be made by 
a majority of its members either present in person or participating by 
conference telephone at a meeting or by written consent.  The Committee may 
appoint a secretary and make such rules and regulations for the conduct of its 
business as it shall deem advisable, and shall keep minutes of its meetings.

     (e)     No member of the Board or Committee shall be liable for any 
action taken or decision or determination made in good faith with respect to 
any Option, Stock Appreciation Right, the Plan, or any award thereunder.

     (f)     For purposes of this Section 1.02, a "non-employee director" 
shall mean a director who:  (i) is not currently an officer of the Company or 
a parent or subsidiary of the Company, or otherwise currently employed by the 
Company or a parent or subsidiary of the Company; (ii) does not receive 
compensation, either directly or indirectly, from the Company or a parent or 
subsidiary of the Company, for services rendered as a consultant or in any 
capacity other than as a director, except for an amount that does not exceed 
the dollar amount for which disclosure would be required pursuant to Item 
404(a) of Regulation S-K promulgated by the Securities and Exchange 
Commission; (iii) does not possess an interest in any other transaction for 
which disclosure would be required pursuant to Item 404(a) of Regulation S-K; 
and (iv) is not engaged in a business relationship for which disclosure would 
be required pursuant to Item 404(b) of Regulation S-K.

     (g)     Unless such holding period is waived by the Company, officers or 
directors of the Company who are subject to the short-swing profits provisions 
of Section 16 of the Securities Exchange Act of 1934 (the "34 Act") and who 
acquire shares of Company stock pursuant to this Plan, must hold such shares 
for a period of six months following the date of acquisition, provided that 
this condition shall be satisfied with respect to stock options or other 
derivative securities granted to such officers or directors if at least six 
months elapse from the date of grant of the Option to the date of disposition 
by Optionee of the Option (other than upon exercise), or the shares of Common 
Stock underlying the Option.

1.03. Eligibility for Participation

     Participants in the Plan shall be selected by the Committee, and awards 
under the Plan, as described in Section 1.04 below, may be granted by the 
Committee, to directors, officers and key employees of the Company and to 
other key individuals such as consultants and non-employee agents to the 
Company whom the Committee believes have made or will make an essential 
contribution to the Company; provided, however, that Incentive Stock Options 
may only be granted to executive officers and other key employees of the 
Company who occupy responsible managerial or professional positions, who have 
the capability of making a substantial contribution to the success of the 
Company, and who agree, in writing, to remain in the employ of, and to render 
services to, the Company for a period of at least one (1) year from the date 
of the grant of the award.  The Committee has the authority to select 
particular employees within the eligible group to receive awards under the 
Plan.  In making this selection and in determining the persons to whom awards 
under the Plan shall be granted and the form and amount of awards under the 
Plan, the Committee shall consider any factors deemed relevant in connection 
with accomplishing the purposes of the Plan, including the duties of the 
respective persons and the value of their present and potential services and 
contributions to the success, profitability and sound growth of the Company.  
A person to whom an award has been granted is sometimes referred to herein as 
an "Optionee."  An Optionee shall be eligible to receive more than one Option 
and/or Stock Appreciation Right during the term of the Plan, but only on the 
terms and subject to the restrictions hereinafter set forth.

1.04.  Types of Awards Under Plan.

     Awards under the Plan may be in the form of any one or more of the 
following:

     (a)     "Stock Options" which are nonqualified stock options, the tax 
consequences of which are governed by the provisions of Section 83 of the 
Internal Revenue Code (the "Code"), as described in Article II;

     (b)     "Incentive Stock Options" which are statutory stock options, the 
tax consequences of which are governed by Section 422 of the Code, as 
described in Article III;

     (c)     "Reload Options" which are also nonqualified stock options, the 
tax consequences of which are governed by Section 83 of the Code, as described 
in Article IV;

     (d)     "Alternate Rights" which are Stock Appreciation Rights, the tax 
consequences of which are governed by Section 83 of the Code, as described in 
Article V; and/or

     (e)     "Limited Rights" which are also Stock Appreciation Rights, the 
tax consequences of which are governed by Section 83 of the Code, as described 
in Article VI.

     (f)     "Stock Bonuses" which are compensation, the tax consequences of 
which are governed by Section 83 of the Code, as described in Article VII.

     (g)     "Cash Bonuses" which are compensation, the tax consequences of 
which are governed by Section 61 of the Code, as described in Article VIII.

1.05.  Aggregate Limitation on Awards.

     (a)     Except as may be adjusted pursuant to Section 9.12(i) below, 
shares of stock which may be issued as Stock Bonuses or upon exercise of 
Options or Alternate Rights under the Plan shall be authorized and unissued or 
treasury shares of Common Stock of the Company ("Common Stock").  The number 
of shares of Common Stock the Company shall reserve for issuance as Stock 
Bonuses or upon exercise of Options or Alternate Rights to be granted from 
time to time under the Plan, and the maximum number of shares of Common Stock 
which may be issued under the Plan, shall not exceed in the aggregate 
1,000,000 shares of Common Stock.  In the absence of an effective registration 
statement under the Securities Act of 1933 (the "Act"), all Stock Bonuses, 
Options and Stock Appreciation Rights granted and shares of Common Stock 
subject to their exercise will be restricted as to subsequent resale or 
transfer, pursuant to the provisions of Rule 144 promulgated under the Act.

     (b)     For purposes of calculating the maximum number of shares of 
Common Stock which may be issued under the Plan:

             (i)     all the shares issued (including the shares, if any,
withheld for tax withholding requirements) shall be counted when cash is used
as full payment for shares issued upon exercise of an Option;

             (ii)     only the shares issued (including the shares, if any,
withheld for tax withholding requirements) as a result of an exercise of
Alternate Rights shall be counted; and

             (iii)     only the net shares issued (including the shares, if any,
withheld for tax withholding requirements) shall be counted when shares of
Common Stock are used as full or partial payment for shares issued upon
exercise of an Option.

             (iv)     all shares issued (including the shares, if any, withheld
for tax withholding requirements) as Stock Bonuses shall be counted.

     (c)     In addition to shares of Common Stock actually issued pursuant to 
Stock Bonuses or the exercise of Options or Alternate Rights, there shall be 
deemed to have been issued a number of shares equal to the number of shares of 
Common Stock in respect of which Limited Rights shall have been exercised.

     (d)     Shares tendered by a participant as payment for shares issued 
upon exercise of an Option shall be available for issuance under the Plan.  
Any shares of Common Stock subject to an Option or Stock Appreciation Right 
granted without a related Option, which for any reason is canceled, 
terminated, unexercised or expires in whole or in part shall again be 
available for issuance under the Plan, but shares subject to an Option or 
Alternate Right which are not issued as a result of the exercise of Limited 
Rights shall not again be available for issuance under the Plan.

1.06.  Effective Date and Term of Plan.

     (a)     The Plan shall become effective as of the 31st day of January, 
1997, the date the Plan is adopted by the Board (the "Effective Date").

     (b)     No awards shall be granted under the Plan after or on the 31st 
day of January, 2007, which date is ten (10) years after the Effective Date 
(the "Plan Termination Date").  Provided, however, that the Plan and all 
awards made under the Plan prior to such Plan Termination Date shall remain in 
effect until such awards have been satisfied or terminated in accordance with 
the Plan and the terms of such awards.

                               ARTICLE II
                             STOCK OPTIONS

2.01.  Award of Stock Options.

     The Committee may from time to time, and subject to the provisions of the 
Plan, and such other terms and conditions as the Committee may prescribe, 
grant to any participant in the Plan one or more options to purchase for cash 
or for Company shares the number of shares of Common Stock allotted by the 
Committee ("Stock Options").  The date a Stock Option is granted shall mean 
the date selected by the Committee as of which the Committee allots a specific 
number of shares to a participant pursuant to the Plan.

2.02.  Stock Option Agreements.

     The grant of a Stock Option shall be evidenced by a written Stock Option 
Agreement, executed by the Company and the holder of a Stock Option (the 
"Optionee"), stating the number of shares of Common Stock subject to the Stock 
Option evidenced thereby, and in such form as the Committee may from time to 
time determine.

2.03  Stock Option Price.

     The Option Price per share of Common Stock deliverable upon the exercise 
of a Stock Option shall be 100% of the Fair Market Value of a share of Common 
Stock on the date the Stock Option is granted, unless the Committee shall 
determine, in its sole discretion, that there are circumstances which 
reasonably justify the establishment of a lower or higher Option Price.  

2.04.  Term and Exercise.

     Unless otherwise provided by the Committee or in the Stock Option 
Agreement pertaining to the Stock Options, each Stock Option shall be fully 
exercisable beginning after the date of its grant and ending not later than 
ten years after the date of grant thereof (the "Option Term").  No Stock 
Option shall be exercisable after the expiration of its Option Term.

2.05  Manner of Payment.

     Each Stock Option Agreement shall set forth the procedure governing the 
exercise of the Stock Option granted thereunder, and shall provide that, upon 
such exercise in respect of any shares of Common Stock subject thereto, the 
Optionee shall pay to the Company, in full, the Option Price for such shares 
with cash or with Common Stock previously owned by Optionee.

2.06  Death of Optionee.

     (a)  Upon the death of the Optionee, any rights to the extent exercisable 
on the date of death may be exercised by the Optionee's estate, or by a person 
who acquires the right to exercise such Stock Option by bequest or inheritance 
or by reason of the death of the Optionee, provided that such exercise occurs 
within both the remaining effective term of the Stock Option and three years 
after the Optionee's death.

     (b)  The provisions of this Section shall apply notwithstanding the fact 
that the Optionee's employment may have terminated prior to death, but only to 
the extent of any rights exercisable on the date of death.

2.07  Retirement or Disability.

     Upon termination of the Optionee's employment by reason of retirement or 
permanent disability (as each is determined by the Committee), the Optionee 
may, within three years from the date of termination, exercise any Stock 
Options to the extent such options are exercisable during such three year 
period.

2.08  Termination for Other Reasons.

     Except as provided in Sections 2.06, 2.07, or 9.12(f), or except as 
otherwise determined by the Committee, all Stock Options shall terminate six 
months after the termination of the Optionee's employment.

2.9  Effect of Exercise.

     The exercise of any Stock Option shall cancel that number of related 
Alternate Rights and/or Limited Rights, if any, which is equal to the number 
of shares of Common Stock purchased pursuant to said Stock Option.

                                ARTICLE III
                         INCENTIVE STOCK OPTIONS

3.01  Award of Incentive Stock Options.

     The Committee may, from time to time and subject to the provisions of the 
Plan and such other terms and conditions as the Committee may prescribe, grant 
to any participant in the Plan one or more "incentive stock options", which 
are intended to qualify as such under the provisions of Section 422 of the  
Code, to purchase for cash or for Company shares the number of shares of 
Common Stock allotted by the Committee ("Incentive Stock Options").  The date 
an Incentive Stock Option is granted shall mean the date selected by the 
Committee as of which the Committee shall allot a specific number of shares to 
a participant pursuant to the Plan.

3.02  Incentive Stock Option Agreements.

     The grant of an Incentive Stock Option shall be evidenced by a written 
Incentive Stock Option Agreement, executed by the Company and the holder of an 
Incentive Stock Option (the "Optionee"), stating the number of shares of 
Common Stock subject to the Incentive Stock Option evidenced thereby, and in 
such form as the Committee may from time to time determine.

3.03  Incentive Stock Option Price.

     Except as provided in Section 3.10 below, the Option Price per share of 
Common Stock deliverable upon the exercise of an Incentive Stock Option shall 
be 100% of the Fair Market Value of a share of Common Stock on the date the 
Incentive Stock Option is granted.

3.04  Term and Exercise.

     Except as provided elsewhere herein, or unless otherwise provided by the 
Committee, or in the Stock Option Agreement pertaining to the Incentive Stock 
Option, each Incentive Stock Option shall be fully exercisable beginning after 
the date of its grant and ending not later than ten years after the date of 
grant thereof (the "Option Term").  No Incentive Stock Option shall be 
exercisable after the expiration of its Option Term.

3.05  Maximum Amount of Incentive Stock Option Grant.

     The aggregate Fair Market Value (determined on the date the Incentive 
Stock Option is granted) of Common Stock subject to an Incentive Stock Option 
granted to any Optionee by the Committee in any calendar year shall not exceed 
$100,000.  Multiple Incentive Stock Options may be granted to an Optionee in 
any calendar year, which Multiple Incentive Stock Options may in the aggregate 
exceed such $100,000 Fair Market Value limitation, so long as each such 
Incentive Stock Option within the Multiple Incentive Stock Option award does 
not exceed such $100,000 Fair Market Value limitation and so long as no two 
such Incentive Stock Options may be exercised by the Optionee in the same 
calendar year.

3.06  Death of Optionee.

     (a)  Upon the death of the Optionee, any Incentive Stock Option 
exercisable on the date of death may be exercised by the Optionee's estate or 
by a person who acquires the right to exercise such Incentive Stock Option by 
bequest or inheritance or by reason of the death of the Optionee, provided 
that such exercise occurs within both the remaining Option Term of the 
Incentive Stock Option and three years after the Optionee's death.

     (b)  The provisions of this Section shall apply notwithstanding the fact 
that the Optionee's employment may have terminated prior to death, but only to 
the extent of any Incentive Stock Options exercisable on the date of death.

3.07  Retirement or Disability.

     Upon the termination of the Optionee's employment by reason of permanent 
disability or retirement (as each is determined by the Committee), the 
Optionee may, within three years from the date of such termination of 
employment, exercise any Incentive Stock Options to the extent such Incentive 
Stock Options were exercisable at the date of such termination of employment.  
Notwithstanding the foregoing, the tax treatment available pursuant to Section 
422 of the Code, upon the exercise of an Incentive Stock Option will not be 
available to an Optionee who exercises any Incentive Stock Options more than 
(i) 12 months after the date of termination of employment due to permanent 
disability or (ii) three months after the date of termination of employment 
due to retirement.

3.08  Termination for Other Reasons.

     Except as provided in Sections 3.06, 3.07 or 9.12(f), or except as 
otherwise determined by the Committee, all Incentive Stock Options shall 
terminate six months after the date of termination of the Optionee's 
employment.

3.09  Applicability of Stock Options Sections and Other Restrictions.

     Sections 2.05, Manner of Payment; and 2.09, Effect of Exercise,
applicable to Stock Options, shall apply equally to Incentive Stock Options.  
Said Sections are incorporated by reference in this Article III as though 
fully set forth herein.  In addition, the Optionee shall be prohibited from 
the sale, exchange, transfer, pledge, hypothecation, gift or other disposition 
of the shares of Common Stock underlying the Incentive Stock Options until the 
later of either two (2) years after the date of granting the Incentive Stock 
Option or one (1) year after the transfer to the Optionee of such underlying 
Common Stock after the Optionee's exercise of such Incentive Stock Options.

3.10  Employee/Ten Percent Shareholders.

     In the event the Committee determines to grant an Incentive Stock Option 
to an employee who is also a Ten Percent Stockholder, as defined in 9.07(i) 
below, (i) the Option Price shall not be less than 110% of the Fair Market 
Value of the shares of Common Stock of the Company on the date of grant of 
such Incentive Stock Option, and (ii) the exercise period shall not exceed 5 
years from the date of grant of such Incentive Stock Option.  Fair Market 
Value shall be as defined in 9.07(c) below.

                                ARTICLE IV
                              RELOAD OPTIONS

4.01.  Authorization of Reload Options.

     Concurrently with the award of Stock Options and/or the award of 
Incentive Stock Options to any participant in the Plan, the Committee may, 
subject to the provisions of the Plan, particularly the provisions of Section 
9.11 below, and such other terms and conditions as the Committee may 
prescribe, authorize reload options to purchase for cash or for Company shares 
a number of shares of Common Stock allotted by the Committee ("Reload 
Options").  The number of Reload Options shall equal (i) the number of shares 
of Common Stock used to exercise the underlying Stock Options or Incentive 
Stock Options and (ii) to the extent authorized by the Committee, the number 
of shares of Common Stock used to satisfy any tax withholding requirement 
incident to the exercise of the underlying Stock Options or Incentive Stock 
Options.  The grant of a Reload Option will become effective upon the exercise 
of underlying Stock Options, Incentive Stock Options or other Reload Options 
through the use of shares of Common Stock held by the Optionee for at least 12 
months.  Notwithstanding the fact that the underlying Option may be an 
Incentive Stock Option, a Reload Option is not intended to qualify as an 
"incentive stock option" under Section 422 of the Code.

4.02.  Reload Option Amendment.

     Each Stock Option Agreement and Incentive Stock Option Agreement shall
state whether the Committee has authorized Reload Options with respect to the 
underlying Stock Options and/or Incentive Stock Options.  Upon the exercise of 
an underlying Stock Option, Incentive Stock Option or other Reload Option, the 
Reload Option will be evidenced by an amendment to the underlying Stock Option 
Agreement or Incentive Stock Option Agreement.

4.03.  Reload Option Price.

     The Option Price per share of Common Stock deliverable upon the exercise 
of a Reload Option shall be the Fair Market Value of a share of Common Stock 
on the date the grant of the Reload Option becomes effective, unless the 
Committee shall determine, in its sole discretion, that there are 
circumstances which reasonably justify the establishment of a lower Option 
Price.  

4.04.  Term and Exercise.

     The term of each Reload Option shall be equal to the remaining Option 
Term of the underlying Stock Option and/or Incentive Stock Option.

4.05.  Termination of Employment.

     No additional Reload Options shall be granted to Optionees when Stock 
Options, Incentive Stock Options and/or Reload Options are exercised pursuant 
to the terms of this Plan following termination of the Optionee's employment.

4.06.  Applicability of Stock Options Sections.

     Sections 2.05, Manner of Payment; 2.06 Death of Optionee; 2.07, 
Retirement or Disability; 2.08, Termination for Other Reasons; and 2.09, 
Effect of Exercise, applicable to Stock Options, shall apply equally to Reload 
Options.  Said Sections are incorporated by reference in this Article IV as 
though fully set forth herein.

                                ARTICLE V
                   ALTERNATE STOCK APPRECIATION RIGHTS

5.01.  Award of Alternate Rights.

     Concurrently with or subsequent to the award of any Option to purchase 
one or more shares of Common Stock, the Committee may, subject to the 
provisions of the Plan and such other terms and conditions as the Committee 
may prescribe, award to the Optionee with respect to each share of Common 
Stock, a related alternate stock appreciation right, permitting the Optionee 
to be paid the appreciation on the Option in Common Stock in lieu of 
exercising the Option ("Alternate Right").

5.02.  Alternate Rights Agreement.

     Alternate Rights shall be evidenced by written agreements in such form as 
the Committee may from time to time determine.

5.03.  Term and Exercise.

     An Optionee who has been granted Alternate Rights may, from time to time, 
in lieu of the exercise of an equal number of Options, elect to exercise one 
or more Alternate Rights and thereby become entitled to receive from the 
Company payment in Common Stock the number of shares determined pursuant to 
Sections 5.04 and 5.05.  Alternate Rights shall be exercisable only to the 
same extent and subject to the same conditions and within the same Option 
Terms as the Options related thereto are exercisable, as provided in this 
Plan.  The Committee may, in its discretion, prescribe additional conditions 
to the exercise of any Alternate Rights.

5.04.  Amount of Payment.

     The amount of payment to which an Optionee shall be entitled upon the 
exercise of each Alternate Right shall be equal to 100% of the amount, if any, 
by which the Fair Market Value of a share of Common Stock on the exercise date 
exceeds the Fair Market Value of a share of Common Stock on the date the 
Option related to said Alternate Right was granted or became effective, as the 
case may be.

5.05.  Form of Payment.

     Upon exercise of Alternate Rights, the Company shall pay Optionee the 
amount of payment determined pursuant to Section 5.04 in Common Stock.  The 
number of shares to be paid shall be determined by dividing the amount of 
payment determined pursuant to Section 5.04 by the Fair Market Value of a 
share of Common Stock on the exercise date of such Alternate Rights.  As soon 
as practicable after exercise, the Company shall deliver to the Optionee a 
certificate or certificates for such shares of Common Stock.

5.06.  Effect of Exercise.

     The exercise of any Alternate Rights shall cancel an equal number of 
Stock Options, Incentive Stock Options, Reload Options and Limited Rights, if 
any, related to said Alternate Rights.

5.07.  Retirement or Disability.

     Upon termination of the Optionee's employment (including employment as a
director of the Company after an Optionee terminates employment as an officer 
or key employee of the Company) by reason of permanent disability or 
retirement (as each is determined by the Committee), the Optionee may, within 
three years from the date of such termination, exercise any Alternate Rights 
to the extent such Alternate Rights are exercisable during such three year 
period.

5.08.  Death of Optionee or Termination for Other Reasons.

     Except as provided in Section 5.07 or 9.12(f), or except as otherwise 
determined by the Committee, all Alternate Rights shall terminate six months 
after the date of termination of the Optionee's employment or three years 
after the death of the Optionee.

                               ARTICLE VI
                             LIMITED RIGHTS

6.01.  Award of Limited Rights.

     Concurrently with or subsequent to the award of an Option or Alternate 
Right, the Committee may, subject to the provisions of the Plan and such other 
terms and conditions as the Committee may prescribe, award to the Optionee 
with respect to each share of Common Stock underlying such Option or Alternate 
Right, a related limited right permitting the Optionee, during a specified 
limited time period, to be paid the appreciation on the Option in cash in lieu 
of exercising the Option ("Limited Right").

6.02.  Limited Rights Agreement.

     Limited Rights granted under the Plan shall be evidenced by written 
agreements in such form as the Committee may from time to time determine.

6.03.  Term and Exercise.

     An Optionee who has been granted Limited Rights may, from time to time, 
in lieu of the exercise of an equal number of Options and Alternate Rights 
related thereto, elect to exercise one or more Limited Rights and thereby 
become entitled to receive from the Company payment in cash in the amount 
determined pursuant to Sections 6.04 and 6.05.  Limited Rights shall be 
exercisable only to the same extent and subject to the same conditions and 
within the same Option Terms as the Options or Alternate Rights related 
thereto are exercisable, as provided in this Plan.  The Committee may, in its 
discretion, prescribe additional conditions to the exercise of any Limited 
Rights.

     Notwithstanding any other provision in this Section 6.03 to the contrary, 
Limited Rights are exercisable in full for a period of seven months following 
the date of a Change in Control of the Company (the "Exercise Period").

     As used in the Plan, a "Change of Control" shall be deemed to have 
occurred if (a) individuals who are currently directors of the Company 
immediately prior to a Control Transaction shall cease, within one year of 
such Control Transaction, to constitute a majority of the Board (or of the 
Board of Directors of any successor to the Company, or to all or substantially 
all of its assets), or any entity, person or Group other than the Company or a 
Subsidiary Corporation of the Company acquires shares of the Company in a 
transaction or series of transactions that result in such entity, person or 
Group directly or indirectly owning beneficially fifty-one percent (51%) or 
more of the outstanding shares of the Company.

     As used herein, "Control Transaction" shall be (i) any tender offer for 
or acquisition of capital stock of the Company, (ii) any merger, 
consolidation, reorganization or sale of all or substantially all of the 
assets of the Company which has been approved by the shareholders, (iii) any 
contested election of directors of the Company, or (iv) any combination of the 
foregoing which results in a change in voting power sufficient to elect a 
majority of the Board.  As used herein, "Group" shall mean persons who act in 
concert as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities 
Exchange Act of 1934, as amended.

6.04.  Amount of Payment.

     The amount of payment to which an Optionee shall be entitled upon the 
exercise of each Limited Right shall be equal to 100% of the amount, if any, 
which is equal to the difference between the Fair Market Value per share of 
Common Stock covered by the related Option or Alternative Right on the date 
the Option or Alternate Right was granted and the Fair Market Value per share 
of such Common Stock on the exercise date.

6.05.  Form of Payment.

     Payment of the amount to which an Optionee is entitled upon the exercise 
of Limited Rights, as determined pursuant to Section 6.04, shall be paid by 
the Company solely in cash.

6.06.  Effect of Exercise.

     If Limited Rights are exercised, the Options and Alternate Rights, if 
any, related to such Limited Rights cease to be exercisable to the extent of 
the number of shares with respect to which the Limited Rights were exercised.  
Upon the exercise or termination of the Options and Alternate Rights, if any, 
related to such Limited Rights, the Limited Rights granted with respect 
thereto terminate to the extent of the number of shares as to which the 
related Options and Alternate Rights were exercised or terminated.

6.07.  Retirement or Disability.

     Upon termination of the Optionee's employment (including employment as a 
director of this Company after an Optionee terminates employment as an officer 
or key employee of this Company) by reason of permanent disability or 
retirement (as each is determined by the Committee), the Optionee may, within 
three years from the date of termination, exercise any Limited Right to the 
extent such Limited Right is exercisable during such three year period.

6.08.  Death of Optionee or Termination for Other Reasons.

     Except as provided in Sections 6.07, 6.09 or 9.12(f), or except as 
otherwise determined by the Committee, all Limited Rights granted under the 
Plan shall terminate three months after the date of termination of the 
Optionee's employment or three years after the death of the Optionee.

6.09.  Termination Related to a Change in Control.

     The requirement that an Optionee be terminated by reason of retirement or 
permanent disability or be employed by the Company at the time of exercise 
pursuant to Sections 6.07 and 6.08 respectively, is waived during the Exercise 
Period as to any Optionee who (i) was employed by the Company at the time of 
the Change in Control and (ii) is subsequently terminated by the Company other 
than for cause, or who voluntarily terminates if such termination was the 
result of a good faith determination by the Optionee that as a result of the 
Change in Control he is unable to effectively discharge his present duties or 
the duties of the position which he occupied just prior to the Change in 
Control.  As used in this Plan, "for cause" shall mean willful misconduct or 
dishonesty or conviction of or failure to contest prosecution for a felony, or 
excessive absenteeism unrelated to illness.

                                ARTICLE VII
                               STOCK BONUSES

7.01   Terms, Conditions and Restrictions.

     The Committee may from time to time, and subject to the provisions of the 
Plan and such other terms and conditions as the Committee may prescribe, grant 
to any participant in the Plan one or more Stock Bonuses as compensation the 
number of shares of Common Stock allotted by the Committee ("Stock Bonuses").  
Stock awarded as a Stock Bonus shall be subject to the terms, conditions and 
restrictions determined by the Committee at the time of the award.  The 
Committee may require the recipient to sign an agreement as a condition of the 
award.  The agreement may contain such terms, conditions, representations, and 
warranties as the Committee may require.

                               ARTICLE VIII
                               CASH BONUSES

8.01       Grant.

     The Committee may from time to time, and subject to the provisions of the 
Plan and such other terms and conditions as the Committee may prescribe, grant 
to any participant in the Plan one or more cash bonuses as compensation ("Cash 
Bonuses").  The Committee may grant Cash Bonuses under the Plan outright or in 
connection with (i) an Option or Stock Appreciation Right granted or 
previously granted or (ii) a Stock Bonus awarded, or previously awarded.  
Bonuses will be subject to rules, terms, and conditions as the Committee may 
prescribe.

8.02       Cash Bonuses in Connection with Options and Stock Appreciation 
Rights.

     Cash Bonuses granted in connection with Options will entitle an Optionee 
to a Cash Bonus when the related Option is exercised (or surrendered in 
connection with exercise of a Stock Appreciation Right related to the Option) 
in whole or in part.  Cash Bonuses granted in connection with Stock 
Appreciation Rights will entitle the holder to a Cash Bonus when the Stock 
Appreciation Right is exercised.  Upon exercise of an Option, the amount of 
the Cash Bonus shall be determined by multiplying the amount by which the 
total Fair Market Value of the shares to be acquired upon the exercise exceeds 
the total Option Price for the shares by the applicable bonus percentage.  
Upon exercise of a Stock Appreciation Right, the cash bonus shall be 
determined by multiplying the total Fair Market Value of the shares or cash 
received pursuant to the exercise of the Stock Appreciation Right by the 
applicable bonus percentage.  The bonus percentage applicable to a Cash Bonus 
shall be determined from time to time by the Committee but shall in no event 
exceed thirty percent.

8.03   Cash Bonuses in Connection with Stock Bonuses.

     Cash Bonuses granted in connection with Stock Bonuses will entitle the 
person awarded such Stock Bonuses to a Cash Bonus either at the time the Stock 
Bonus is awarded or at such time as restrictions, if any, to which the Stock 
Bonus is subject lapse.  If a Stock Bonus awarded is subject to restrictions 
and is repurchased by the Company or forfeited by the holder, the Cash Bonus 
granted in connection with such Stock Bonus shall terminate and may not be 
exercised.  Whether any Cash Bonus is to be awarded and, if so, the amount and 
timing of such Cash Bonus shall be determined from time to time by the 
Committee.

                             ARTICLE IX
                            MISCELLANEOUS

9.01.  General Restriction.

     Each award under the Plan shall be subject to the requirement that, if at
any time the Committee shall determine that (i) the listing, registration or 
qualification of the shares of Common Stock subject or related thereto upon 
any securities exchange or under any state or Federal law, or (ii) the consent 
or approval of any government regulatory body, or (iii) an agreement by the 
grantee of an award with respect to the disposition of shares of Common Stock, 
is necessary or desirable as a condition of, or in connection with, the 
granting of such award or the issue or purchase of shares of Common Stock 
thereunder, such award may not be exercised or consummated in whole or in part 
unless and until such listing, registration, qualification, consent, approval 
or agreement shall have been effected or obtained free of any conditions not 
acceptable to the Committee.

9.02.  Withholding Taxes.

     Whenever the Company proposes or is required to issue or transfer shares 
of Common Stock under the Plan, the Company shall, to the extent permitted or 
required by law, have the right to require the grantee, as a condition of 
issuance of a Stock Bonus or exercise of its Options or Stock Appreciation 
Rights, to remit to the Company no later than the date of issuance or 
exercise, or make arrangements satisfactory to the Committee regarding payment 
of, any amount sufficient to satisfy any Federal, state and/or local taxes of 
any kind, including, but not limited to, withholding tax requirements prior to 
the delivery of any certificate or certificates for such shares.  If the 
participant fails to pay the amount required by the Committee, the Company 
shall have the right to withhold such amount from other amounts payable by the 
Company to the participant, including but not limited to, salary, fees or 
benefits, subject to applicable law.  Alternatively, the Company may issue or 
transfer such shares of Common Stock net of the number of shares sufficient to 
satisfy any such taxes, including, but not limited to, the withholding tax 
requirements.  For withholding tax purposes, the shares of Common Stock shall 
be valued on the date the withholding obligation is incurred.

9.03.  Right to Terminate Employment.

     Nothing in the Plan or in any agreement entered into pursuant to the Plan 
shall confer upon any participant the right to continue in the employment of 
the Company or affect any right which the Company may have to terminate the 
employment of such participant.

9.04.  Non-Uniform Determinations.

     The Committee's determinations under the Plan (including without 
limitation determinations of the persons to receive awards, the form, amount 
and timing of such awards, the terms and provisions of such awards and the 
agreements evidencing same) need not be uniform and may be made by it 
selectively among persons who receive, or are eligible to receive, awards 
under the Plan, whether or not such persons are similarly situated.

9.05.  Rights as a Shareholder.

     The recipient of any award under the Plan shall have no rights as a 
shareholder with respect thereto unless and until certificates for shares of 
Common Stock are issued to him or her.

9.06     Fractional Shares.

     Fractional shares shall not be granted under any award under this Plan, 
unless the provision of the Plan which authorizes such award also specifies 
the terms under which fractional shares or interests may be granted.

9.07.  Definitions.

     As used in this Plan, the following words and phrases shall have the 
meanings indicated in the following definitions:

     (a)     "AFFILIATE" means any person or entity which directly, or 
indirectly through one or more intermediaries, controls, is controlled by, or 
is under common control with  the Company.

     (b)     "DISABILITY" shall mean an Optionee's inability to engage in any 
substantial gainful activity by reason of any medically determinable physical 
or mental impairment that can be expected to result in death or that has 
lasted or can be expected to last for a continuous period of not less than one 
year.

     (c)     "FAIR MARKET VALUE" per share in respect of any share of Common 
Stock as of any particular date shall mean (i) the closing sales price per 
share of Common Stock reflected on a national securities exchange for the last 
preceding date on which there was a sale of such Common Stock on such 
exchange; or (ii) if the shares of Common Stock are then traded on an 
over-the-counter market, the average of the closing bid and asked prices for 
the shares of Common Stock in such over-the-counter market for the last 
preceding date on which there was a sale of such Common Stock in such market; 
or (iii) in case no reported sale takes place, the average of the closing bid 
and asked prices on the National Association of Securities Dealers' Automated 
Quotations System ("NASDAQ") or any comparable system, or if the shares of 
Common Stock are not listed on NASDAQ or comparable system, the closing sale 
price or, in case no reported sale takes place, the average of the closing bid 
and asked prices, as furnished by any member of the National Association of 
Securities Dealers, Inc. selected from time to time by the Company for that 
purpose; or (iv) if the shares of Common Stock are not then listed on a 
national securities exchange or traded in an over-the-counter market, such 
value as the Committee in its discretion may determine in any such other 
manner as the Committee may deem appropriate.  In no event shall the Fair 
Market Value of any share of Common Stock be less than its par value.  In the 
case of Incentive Stock Options, the Fair Market Value shall not be discounted 
for restrictions, lack of marketability and other such limitations on the 
enjoyment of the Common Stock.  In the case of other type of Options, the Fair 
Market Value of the Common Stock shall be so discounted.

     (d)     "OPTION" means Stock Option, Incentive Stock Option or Reload 
Option.

     (e)     "OPTION PRICE" means the purchase price per share of Common Stock 
deliverable upon the exercise of an Option.

     (f)     "PARENT CORPORATION" shall mean any corporation (other than the 
Company) in an unbroken chain of corporations ending with the Optionee's 
employer corporation if, at the time of granting an Option, each of the 
corporations other than the Optionee's employer corporation owns stock 
possessing 50% or more of the total combined voting power of all classes of 
stock in one of the other corporations in such chain.

     (g)     "STOCK APPRECIATION RIGHT" shall mean Alternate Right or Limited 
Right.

     (h)     "SUBSIDIARY CORPORATION" shall mean any corporation (other than 
the Company) in an unbroken chain of corporations beginning with the 
Optionee's employer corporation if, at the time of granting an Option, each of 
the corporations other than the last corporation in the unbroken chain owns 
stock possessing 50% or more of the total combined voting power of all classes 
of stock in one of the other corporations in such chain.

     (i)     "TEN PERCENT STOCKHOLDER" shall mean an Optionee who, at the time 
an Incentive Stock Option is granted, is an employee of the Company who owns 
stock possessing more than ten percent (10%) of the total combined voting 
power of all classes of stock of the Company or of its Parent or Subsidiary 
Corporations.

9.08.  Leaves of Absence and Performance Targets.

     The Committee shall be entitled to make such rules, regulations and 
determinations as it deems appropriate under the Plan in respect of any leave 
of absence taken by the recipient of any award.  Without limiting the 
generality of the foregoing, the Committee shall be entitled to determine (i) 
whether or not any such leave of absence shall constitute a termination of 
employment within the meaning of the Plan and (ii) the impact, if any, of such 
leave of absence on awards under the Plan theretofore made to any recipient 
who takes such leave of absence.  The Committee shall also be entitled to make 
such determination of performance targets, if any, as it deems appropriate and 
to impose them upon an Optionee as a condition of continued employment.

9.09.  Newly Eligible Employees.

     The Committee shall be entitled to make such rules, regulations, 
determinations and awards as it deems appropriate in respect of any employee 
who becomes eligible to participate in the Plan or any portion thereof, after 
the commencement of an award or incentive period.

<PAGE>
9.10.  Adjustments.

     In the event of any change in the outstanding Common Stock by reason of a 
stock dividend or distribution, recapitalization, merger, consolidation, 
split-up, combination, exchange of shares or the like, the Committee may 
appropriately adjust the number of shares of Common Stock which may be issued 
under the Plan, the number of shares of Common Stock subject to Options 
theretofore granted under the Plan, the Option Price of Options theretofore 
granted under the Plan, the performance targets referred to in Section 9.08 
and any and all other matters deemed appropriate by the Committee.

9.11.  Amendment of the Plan.

     The Committee may at any time and from time to time terminate or modify 
or amend the Plan in any respect, including  in response to changes in 
securities, tax or other laws or rules, regulations or regulatory 
interpretations thereof applicable to this Plan or to comply with stock 
exchange rules or requirements.  The termination or any modification or 
amendment of the Plan shall not, without the consent of a participant, affect 
his other rights under an award previously granted to him or her.

9.12.  General Terms and Conditions of Options.

     Each Option shall be evidenced by a written Option Agreement between the 
Company and the Optionee, which agreement, unless otherwise stated in Articles 
II, III or IV of the Plan, shall comply with and be subject to the following 
terms and conditions:

     (a)     Number of Shares.  Each Option Agreement shall state the number 
of shares of Common Stock to which the Option relates.

     (b)     Type of Option.  Each Option Agreement shall specifically 
identify the portion, if any, of the Option which constitutes an Incentive 
Stock Option and the portion, if any, which constitutes a Non-qualified Stock 
Option in the form of either a Stock Option or a Reload Option.

     (c)     Option Price.  Each Option Agreement shall state the Option Price 
which, in the case of Incentive Stock Options (except to the extent provided 
in Article III above), shall be not less than 100% of the undiscounted Fair 
Market Value of the shares of Common Stock of the Company on the date of grant 
of the Option.  The Option Price shall be subject to adjustment as provided in 
9.13(i) hereof.  The date on which the Committee adopts a resolution expressly 
granting an Option shall be considered the day on which such Option is 
granted.  No Options shall be granted under the Plan more than 10 years after 
the date of adoption of the Plan by the Board, but the validity of Options 
previously granted may extend and be validly exercised beyond that date.  
Except as provided in Section 3.10 above, Options granted under the Plan shall 
be for a period determined by the Committee as provided in Section 9.12(e), 
below.

     (d)     Medium and Time of Payment.  The Option Price shall be paid in 
full at the time of exercise in cash or in shares of Common Stock having a 
Fair Market Value equal to such Option Price or in a combination of cash and 
such shares, and may be effected in whole or in part (i) with monies received 
from the Company at the time of exercise as a compensatory cash payment, or 
(ii) with monies borrowed from the Company pursuant to repayment terms and 
conditions as shall be determined from time to time by the Committee, in its 
discretion, separately with respect to each exercise of Options and each 
Optionee; provided, however, that each such method and time for payment and 
each such borrowing and terms and conditions of repayment shall be permitted 
by and be in compliance with applicable law, and provided, further, if the 
Option Price is paid with monies borrowed from the Company, such fact shall be 
noted conspicuously on the certificate evidencing such shares in accordance 
with applicable law.

     (e)     Term and Exercise of Options.  Options shall be exercisable over 
the exercise period as and at the times and upon the conditions that the 
Committee may determine, as reflected in the Option Agreement; provided, 
however, that the Committee shall have the authority to accelerate the 
exercisability of any outstanding Option at such time and under such 
circumstances, as it, in its sole discretion, deems appropriate.  The exercise 
period shall be determined by the Committee for all Options; provided, however 
that such exercise period shall not exceed 10 years from the date of grant of 
such Option.  The exercise period shall be subject to earlier termination as 
provided in Sections 9.12(f) and 9.12(g) hereof.  An Option may be exercised, 
as to any or all full shares of Common Stock as to which the Option has become 
exercisable, by giving written notice of such exercise to the Committee; 
provided, however, that an Option may not be exercised at any one time as to 
fewer than 100 shares (or such number of shares as to which the Option is then 
exercisable if such number of shares is less than 100).

     (f)     Termination.  Except as provided in Section 9.12(e) and in this 
Section 9.12(f) hereof, an Option may not be exercised unless the Optionee is 
then in the employ of the Company or a Parent, division or Subsidiary 
Corporation (or a corporation issuing or assuming the Option in a transaction 
to which Code Section 424(a) applies), and unless the Optionee has remained 
continuously so employed since the date of grant of the Option.  If the 
employment of an Optionee shall terminate (other than by reason of death, 
disability or retirement), all Options of such Optionee that are exercisable 
at the time of such termination may, unless earlier terminated in accordance 
with their terms, be exercised within six months after such termination; 
provided, however, that if the employment of an Optionee shall terminate for 
cause, all Options theretofore granted to such Optionee shall, to the extent 
not theretofore exercised, terminate forthwith.  Nothing in the Plan or in any 
Option shall limit the Company's rights under Section 9.03 above.  No Option 
may be exercised after the expiration of its term.

     (g)     Death, Disability or Retirement.  If an Optionee shall die while 
employed by the Company, a Parent or a Subsidiary Corporation thereof, or die 
within three months after the termination of such Optionee's employment other 
than for cause, or if the Optionee's employment shall terminate by reason of 
disability or retirement, all Options theretofore granted to such Optionee (to 
the extent otherwise exercisable) may, unless earlier terminated in accordance 
with their terms, be exercised by the Optionee or by the Optionee's estate or 
by a person who acquired the right to exercise such Option by bequest or 
inheritance or otherwise by reason of the death or disability of the Optionee, 
at any time within three years after the date of death, disability or 
retirement of the Optionee.  If the Optionee's employment shall terminate by 
reason of removal for cause, all Options theretofore granted to such Optionee 
shall terminate immediately upon removal and may not be exercised.

     (h)     Non-transferability of Options.  For the purpose of preserving to 
the Company the right and ability to register the exercise of Options on Form 
S-8 under the Act, including exercises of Options by former employees and the 
executors, administrators or beneficiaries of the estates of deceased 
employees, Options granted under the Plan shall not be transferable otherwise 
than (i) by will; (ii) by the laws of descent and distribution; or (iii) to a 
revocable inter vivos trust for the primary benefit of the Optionee and his or 
her spouse.  Options may be exercised, during the lifetime of the Optionee, 
only by the Optionee, his or her guardian, legal representative or the Trustee 
of an above described trust.  Except as permitted by the preceding sentences, 
or unless the Committee determines that the ability to register the underlying 
shares on Form S-8 need not be preserved, no Option granted under the Plan or 
any of the rights and privileges thereby conferred shall be transferred, 
assigned, pledged, or hypothecated in any way (whether by operation of law or 
otherwise), and no such Option, right, or privilege shall be subject to 
execution, attachment, or similar process.  Upon any attempt so to transfer, 
assign, pledge, hypothecate, or otherwise dispose of the Option, or of any 
right or privilege conferred thereby, contrary to the provisions of this Plan, 
or upon the levy of any attachment or similar process upon such Option, right, 
or privilege, the Option and such rights and privileges shall immediately 
become null and void.

     (i)     Effect of Certain Changes.

     (A)  If there is any change in the number of shares of Common Stock 
through the declaration of stock dividends, or through recapitalization 
resulting in stock splits, or combinations or exchanges of such shares, the 
number of shares of Common Stock available for awards under the Plan pursuant 
to Section 1.05 above, the number of such shares covered by the outstanding 
Options and the price per share of such Options shall be proportionately 
adjusted by the Committee to reflect any increase or decrease in the number of 
issued shares of Common Stock; provided, however, that any fractional shares 
resulting from such adjustment shall be eliminated.

     (B)  In the event of the proposed dissolution or liquidation of the 
Company, in the event of any corporate separation or division, including, but 
not limited to split-up, split-off or spin-off, or in the event of a merger, 
consolidation or other reorganization of the Corporation with another 
corporation, the Committee may provide that the holder of each Option then 
exercisable shall have the right to exercise such Option (at its then Option 
Price) solely for the kind and amount of shares of stock and other securities, 
property, cash or any combination thereof receivable upon such dissolution, 
liquidation, or corporate separation or division, or merger, consolidation or 
other reorganization by a holder of the number of shares of Common Stock for 
which such Option might have been exercised immediately prior to such 
dissolution, liquidation, or corporate separation or division, or merger, 
consolidation or other reorganization; or the Committee may provide, in the 
alternative, that each Option granted under the Plan shall terminate as of a 
date to be fixed by the Committee; provided, however, that not less than 
90-days' written notice of the date so fixed shall be given to each Optionee, 
who shall have the right, during the period of 90 days preceding such 
termination, to exercise the Options as to all or any part of the shares of 
Common Stock covered thereby, including, if so determined by the Committee, 
shares as to which such Options would not otherwise be exercisable; provided, 
further, that failure to provide such notice shall not invalidate or affect 
the action with respect to which such notice was required.

     (C)  If while unexercised Options remain outstanding under the Plan, the
stockholders of the Corporation approve a definitive agreement to merge, 
consolidate or otherwise reorganize the Company with or into another 
corporation or to sell or otherwise dispose of all or substantially all of its 
assets, or adopt a plan of liquidation (each, a "Disposition Transaction"), 
then the Committee may: (i) make an appropriate adjustment to the number and 
class of shares available for awards under the Plan pursuant to Section 1.05 
above, and to the amount and kind of shares or other securities or property 
(including cash) receivable upon exercise of any outstanding options after the 
effective date of such transaction, and the price thereof, or, in lieu of such 
adjustment, provide for the cancellation of all options outstanding at or 
prior to the effective date of such transaction; (ii) provide that 
exercisability of all Options shall be accelerated, whether or not otherwise 
exercisable; or (iii) in its discretion, permit Optionees to surrender 
outstanding options for cancellation; provided, however, that if the 
stockholders approve such Disposition Transaction within five years of the 
date of adoption of this Plan and before the Company is taken public, the 
Committee shall provide for the alternative in (ii) above.  Upon any 
cancellation of an outstanding Option pursuant to this 9.12(i)(C), the Optionee 
shall be entitled to receive, in exchange therefor, a cash payment under any 
such Option in an amount per share determined by the Committee in its sole 
discretion, but not less than the difference between the per share exercise 
price of such Option and the Fair Market Value of a share of Company Common 
Stock on such date as the Committee shall determine.

     (D)  Paragraphs (B) and (C) of this Section 9.12(i) shall not apply to a 
merger, consolidation or other reorganization in which the Company is the 
surviving corporation and shares of Common Stock are not converted into or 
exchanged for stock, securities of any other corporation, cash or any other 
thing of value.  Notwithstanding the preceding sentence, in case of any 
consolidation, merger or other reorganization of another corporation into the 
Company in which the Company is the surviving corporation and in which there 
is a reclassification or change (including a change to the right to receive 
cash or other property) of the shares of Common Stock (other than a change in 
par value, or from par value to no par value, or as a result of a subdivision 
or combination, but including any change in such shares into two or more 
classes or series of shares), the Committee may provide that the holder of 
each Option then exercisable shall have the right to exercise such Option 
solely for the kind and amount of shares of stock and other securities 
(including those of any new direct or indirect parent of the Company), 
property, cash or any combination thereof receivable upon such 
reclassification, change, consolidation or merger by the holder of the number 
of shares of Common Stock for which such Option might have been exercised.

     (E)  In the event of a change in the Common Stock of the Company as 
presently constituted which is limited to a change of all of its authorized 
shares with par value into the same number of shares with a different par 
value or without par value, the shares resulting from any such change shall be 
deemed to be the Common Stock within the meaning of the Plan.

     (F)  To the extent that the foregoing adjustments relate to stock or 
securities of the Company, such adjustments shall be made by the Committee, 
whose determination in that respect shall be final, binding and conclusive, 
provided that each Incentive Stock Option granted pursuant to Article III of 
this Plan shall not be adjusted in a manner that causes such option to fail to 
continue to qualify as an Incentive Stock Option within the meaning of Section 
422 of the Code.

     (G)  Except as hereinbefore expressly provided in this Section 9.12(i), 
the Optionee shall have no rights by reason of any subdivision or 
consolidation of shares of stock or any class or the payment of any stock 
dividend or any other increase or decrease in the number of shares of stock of 
any class or by reason of any dissolution, liquidation, merger, consolidation 
or other reorganization or spin-off of assets or stock of another corporation; 
and any issue by the Company of shares of stock of any class shall not affect, 
and no adjustment by reason thereof shall be made with respect to, the number 
of price of shares of Common Stock subject to the Option.  The grant of an 
Option pursuant to the Plan shall not affect in any way the right or power of 
the Company to make adjustments, reclassifications, reorganizations or changes 
of its capital or business structures or to merge or to consolidate or to 
dissolve, liquidate or sell, or transfer all or part of its business or 
assets.

     (j)  Rights as a Shareholder.  An Optionee or a transferee of an Option 
shall have no right as a shareholder with respect to any shares covered by the 
Option until the date of the issuance of a certificate evidencing such 
shares.  No adjustment shall be made for dividends (ordinary or extraordinary, 
whether in cash, securities or other property) or distribution of other rights 
for which the record date is prior to the date such certificate is issued, 
except as provided in Section 9.12(i) hereof.

     (k)  Other Provisions.  The Option Agreement authorized under the Plan 
shall contain such other provisions, including, without limitation, (A) the 
imposition of restrictions upon the exercise of an Option; (B) in the case of 
an Incentive Stock Option, the inclusion of any condition not inconsistent 
with such Option qualifying as an Incentive Stock Option; and (C) conditions 
relating to compliance with applicable federal and state securities laws, as 
the Committee shall deem advisable.

9.13.  Effects of Headings

     The Section and Subsection headings contained herein are for convenience 
only and shall not affect the construction hereof.

ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS, EFFECTIVE THE 31st DAY OF 
JANUARY, 1997.



                              _________________________________________

                              ________________________, Secretary