Exhibit 10.7

                        MONEYGRAM PAYMENT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN
                          (AS ADOPTED December 6, 1996)


                               I.  INTRODUCTION

1.1  PURPOSES.  The purposes of the 1996 Stock Option Plan (the "Plan") of
MoneyGram Payment Systems, Inc. (the "Company") are to align the interests of
the Company's stockholders and the recipients of options under this Plan by
increasing the proprietary interest of such recipients in the Company's growth
and success, to advance the interests of the Company by attracting and retaining
officers and other key employees and to motivate such persons to act in the
long-term best interests of the Company's stockholders.

1.2   ADMINISTRATION.  This Plan shall be administered by a committee (the
"Committee") designated by the Board of Directors of the Company (the "Board")
consisting of two or more members of the Board. Each member of the Committee,
(i) prior to August 15, 1996, shall be a "disinterested person" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and on and after August 15, 1996, shall be a "Non-Employee
Director" within the meaning of Rule 16b-3 and (ii) shall be an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code").

     The Committee shall, subject to the terms of this Plan, select eligible
officers and other key employees of the Company and its Subsidiaries (as defined
in Section 1.3) for participation in this Plan and shall determine the number of
shares of Common Stock subject to each option granted hereunder, the exercise
price of such option, the time and conditions of exercise of such option and all
other terms and conditions of such option, including, without limitation, the
form of the option agreement. The Committee shall, subject to the terms of this
Plan, interpret this Plan and the application thereof, establish rules and
regulations it deems necessary or desirable for the administration of this Plan
and may impose, incidental to the grant of an option, conditions with respect to
the grant, such as limiting competitive employment or other activities. All such
interpretations, rules, regulations and conditions shall be final, binding and
conclusive. The Committee may, in its sole discretion and for any reason at any
time, subject to the requirements imposed under Section 162(m) of the Code and
regulations promulgated thereunder in the case of an option intended to be
qualified performance-based compensation, take action such that any or all
outstanding options shall become exercisable in part or in full. Each option
shall be evidenced by a written agreement (an "Agreement") between the Company
and the optionee setting forth the terms and conditions of such option.
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     The Committee may delegate some or all of its power and authority hereunder
to an executive officer of the Company as the Committee deems appropriate;
provided, however, that the Committee may not delegate its power and authority
with regard to (i) the grant of an option to any person who is a "covered
employee" within the meaning of Section 162(m) of the Code or who, in the
Committee's judgment, is likely to be a covered employee at any time during the
period an option granted hereunder to such employee would be outstanding or (ii)
the selection for participation in this Plan of an officer or other person
subject to Section 16 of the Exchange Act or decisions concerning the timing,
pricing or amount of an option grant to such an officer or other person.

     A majority of the Committee shall constitute a quorum.  The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by a majority of the members of the Committee without a meeting.

1.3   ELIGIBILITY.  Participants in this Plan shall consist of such officers and
other key employees of the Company, its subsidiaries from time to time and any
other entity designated by the Board or the Committee (individually a
"Subsidiary" and collectively the "Subsidiaries") as the Board or Committee may
select from time to time.  For purposes of this Plan, references to employment
shall also mean an agency or independent contractor relationship and references
to employment by the Company shall also mean employment by a Subsidiary.  The
Committee's selection of a person to participate in this Plan at any time shall
not require the Committee to select such person to participate in this Plan at
any other time.

1.4   SHARES AVAILABLE.  Subject to adjustment as provided in Section 3.7,
1,400,000 shares of the common stock, $.01 par value, of the Company ("Common
Stock"), shall be available for grants of options under this Plan, reduced by
the sum of the aggregate number of shares of Common Stock which become subject
to outstanding options.  To the extent that shares of Common Stock subject to an
outstanding option are not issued or delivered by reason of the expiration,
termination, cancellation or forfeiture of such option or by reason of the
delivery or withholding of shares of Common Stock to pay all or a portion of the
exercise price of such option, or to satisfy all or a portion of the tax
withholding obligations relating to such option, then such shares of Common
Stock shall again be available under this Plan.

     Shares of Common Stock shall be made available from authorized and unissued
shares of Common Stock, or authorized and

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issued shares of Common Stock reacquired and held as treasury shares or
otherwise or a combination thereof.

     To the extent required by Section 162(m) of the Code and the rules and
regulations thereunder, the maximum number of shares of Common Stock with
respect to which options may be granted during any calendar year to any person
shall be 500,000, subject to adjustment as provided in Section 3.7.

                               II.  STOCK OPTIONS

2.1   GRANTS OF STOCK OPTIONS.  The Committee may, in its discretion, grant
options to purchase shares of Common Stock to such eligible persons as may be
selected by the Committee.  Each option, or portion thereof, that is not an
incentive stock option, shall be a non-qualified stock option.  An incentive
stock option shall mean an option to purchase shares of Common Stock that meets
the requirements of Section 422 of the Code, or any successor provision, which
is intended by the Committee to constitute an incentive stock option.  Each
incentive stock option shall be granted within ten years of the effective date
of this Plan.  To the extent that the aggregate Fair Market Value (determined as
of the date of grant) of shares of Common Stock with respect to which options
designated as incentive stock options are exercisable for the first time by a
participant during any calendar year (under this Plan or any other plan of the
Company, or any parent or subsidiary as defined in Section 424 of the Code)
exceeds the amount (currently $100,000) established by the Code, such options
shall constitute non-qualified stock options.  "Fair Market Value" shall mean
the closing transaction price of a share of Common Stock as reported in the New
York Stock Exchange Composite Transactions on the date as of which such value is
being determined or, if there shall be no reported transaction on such date, on
the next preceding date for which a transaction was reported; provided that if
Fair Market Value for any date cannot be determined as above provided, Fair
Market Value shall be determined by the Committee by whatever means or method as
the Committee, in the good faith exercise of its discretion, shall at such time
deem appropriate.

2.2   TERMS OF STOCK OPTIONS.  Options shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable:

     (a)  Number of Shares and Purchase Price.  The number of shares of Common
Stock subject to an option and the purchase price per share of Common Stock
purchasable upon exercise of the option shall be determined by the Committee;
provided, however, that the purchase price per share of Common Stock purchasable
upon exercise of any option shall not be less than 100% of the

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Fair Market Value of a share of Common Stock on the date of grant of such
option; provided further, that if an incentive stock option shall be granted to
any person who, at the time such option is granted, owns capital stock
possessing more than ten percent of the total combined voting power of all
classes of capital stock of the Company (or of any parent or subsidiary) (a "Ten
Percent Holder"), the purchase price per share of Common Stock shall be the
price (currently 110% of Fair Market Value) required by the Code in order to
constitute an incentive stock option.

     (b)  Option Period and Exercisability.  The period during which an option
may be exercised shall be determined by the Committee; provided, however, that
no incentive stock option shall be exercised later than ten years after its date
of grant; provided further, that if an incentive stock option shall be granted
to a Ten Percent Holder, such option shall not be exercised later than five
years after its date of grant.  The Committee may, in its discretion, establish
performance measures or other criteria which shall be satisfied or met as a
condition to the grant of an option or to the exercisability of all or a portion
of an option.  The Committee shall determine whether an option shall become
exercisable in cumulative or non-cumulative installments and in part or in full
at any time.  An exercisable option, or portion thereof, may be exercised only
with respect to whole shares of Common Stock.

     (c)  Method of Exercise.  An option may be exercised (i) by giving written
notice to the Company specifying the number of whole shares of Common Stock to
be purchased and accompanied by payment therefor in full (or arrangement made
for such payment to the Company's satisfaction) either (A) in cash, (B) by
delivery of previously owned whole shares of Common Stock (which the optionee
has held for at least six months prior to the delivery of such shares or which
the optionee purchased on the open market and in each case for which the
optionee has good title, free and clear of all liens and encumbrances) having a
Fair Market Value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise, (C) by authorizing the
Company to withhold whole shares of Common Stock which would otherwise be
delivered upon exercise of the option having a Fair Market Value, determined as
of the date of exercise, equal to the aggregate purchase price payable by reason
of such exercise, (D) in cash by a broker-dealer acceptable to the Company to
whom the optionee has submitted an irrevocable notice of exercise or (E) a
combination of (A), (B) and (C), in each case to the extent set forth in the
Agreement relating to the option and (ii) by executing such documents as the
Company may reasonably request.  The Committee shall have sole discretion to
disapprove of an election pursuant to any of clauses (B)-(E) and in the case of
an optionee who is subject to Section 16 of the Exchange Act, the Company may
require that the method of

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making such payment be in compliance with Section 16 and the rules and
regulations thereunder. Any fraction of a share of Common Stock which would be
required to pay such purchase price shall be disregarded and the remaining
amount due shall be paid in cash by the optionee. No certificate representing
Common Stock shall be delivered until the full purchase price therefor has been
paid (or arrangement made for such payment to the Company's satisfaction).

2.3   TERMINATION OF EMPLOYMENT.

     (a)  Disability and Retirement.  Subject to paragraph (f) below and unless
otherwise specified in the Agreement relating to an option, if an optionee's
employment with the Company terminates by reason of Disability or retirement on
or after age 55 after a minimum of ten years of employment with the Company
("Retirement"), each option held by such optionee shall be exercisable only to
the extent that such option is exercisable on the effective date of such
optionee's termination of employment and may thereafter be exercised by such
optionee (or such optionee's legal representative or similar person) until and
including the earliest to occur of (i) the date which is three years (or such
other period as set forth in the Agreement relating to such option) after the
effective date of such optionee's termination of employment and (ii) the
expiration date of the term of such option.  For purposes of this Plan,
"Disability" shall mean the inability of an optionee substantially to perform
such optionee's duties and responsibilities for a continuous period of at least
six months.

     (b)  Termination by the Company other than for Cause. Subject to paragraph
(f) below and unless otherwise specified in the Agreement relating to an option,
if an optionee's employment with the Company is terminated by the Company for
any reason other than for Cause, each option held by such optionee shall be
exercisable only to the extent that such option is exercisable on the effective
date of such optionee's termination of employment and may thereafter be
exercised by such optionee (or such optionee's legal representative or similar
person) until and including the earliest to occur of (i) the date which is three
months (or such other period as set forth in the Agreement relating to such
option) after the effective date of such optionee's termination of employment
and (ii) the expiration date of the term of such option.  For purposes of this
Plan, "Cause" shall mean the willful and continued failure to substantially
perform the duties with the Company (other than a failure resulting from the
optionee's Disability), the willful engaging in conduct which is demonstrably
injurious to the Company or any Subsidiary, monetarily or otherwise, including
conduct that, in the reasonable judgment of the Company, no longer conforms to
the standard of the Company's executives, any act of dishonesty,

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commission of a felony, or a significant violation of any statutory or common
law duty of loyalty to the Company.

     (c)  Death.  Subject to paragraph (f) below and unless otherwise specified
in the Agreement relating to an option, if an optionee's employment with the
Company terminates by reason of death, each option held by such optionee shall
be exercisable only to the extent that such option is exercisable on the date of
such optionee's death and may thereafter be exercised by such optionee's
executor, administrator, legal representative, beneficiary or similar person
until and including the earliest to occur of (i) the date which is one year (or
such other period as set forth in the Agreement relating to such option) after
the date of death and (ii) the expiration date of the term of such option.

     (d)  Other Termination.  Subject to paragraph (f) below and unless
otherwise specified in the Agreement relating to an option, if an optionee's
employment with the Company terminates for any reason other than Disability,
Retirement, termination of employment by the Company for any reason other than
for Cause or death, each option held by such optionee shall terminate
automatically on the effective date of such optionee's termination of
employment.

     (e)  Death Following Termination of Employment.  Subject to paragraph (f)
below and unless otherwise specified in the Agreement relating to an option, if
an optionee dies during the period set forth in Section 2.3(a) following
termination of employment by reason of Disability or Retirement, or if an
optionee dies during the period set forth in Section 2.3(b) following
termination of employment by the Company other than for Cause, (or, in each
case, such other period as set forth in the Agreement relating to an option),
each option held by such optionee shall be exercisable only to the extent that
such option is exercisable on the date of such optionee's death and may
thereafter be exercised by such optionee's executor, administrator, legal
representative, beneficiary or similar person until and including the earliest
to occur of (i) the date which is one year (or such other period as set forth in
the Agreement relating to such option) after the date of death and (ii) the
expiration date of the term of such option.

     (f)  Termination of Employment - Incentive Stock Options. Unless otherwise
specified in the Agreement relating to the option, if the employment with the
Company of a holder of an incentive stock option terminates by reason of
Permanent and Total Disability (as defined in Section 22(e)(3) of the Code) or
death, each incentive stock option held by such optionee shall be exercisable
only to the extent that such option is exercisable on the effective date of such
optionee's termination of employment by reason of Permanent and Total Disability
date of death, as the

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case may be, and may thereafter be exercised by such optionee (or such
optionee's executor, administrator, legal representative, beneficiary or similar
person) until and including the earliest to occur of (i) the date which is one
year (or such shorter period as set forth in the Agreement relating to such
option) after the effective date of such optionee's termination of employment by
reason of Permanent and Total Disability or date of death, as the case may be,
and (ii) the expiration date of the term of such option.

     If the employment with the Company of a holder of an incentive stock option
terminates for any reason other than Permanent and Total Disability or death,
each incentive stock option held by such optionee shall be exercisable only to
the extent such option is exercisable on the effective date of such optionee's
termination of employment, and may thereafter be exercised by such holder (or
such holder's legal representative or similar person) until and including the
earliest to occur of (i) the date which is three months after the effective date
of such optionee's termination of employment and (ii) the expiration date of the
term of such option.

     If the holder of an incentive stock option dies during the period set forth
in the first paragraph of this Section 2.3(f) following termination of
employment by reason of Permanent and Total Disability (or such shorter period
as set forth in the Agreement relating to such option), or if the holder of an
incentive stock option dies during the period set forth in the second paragraph
of this Section 2.3(f) following termination of employment for any reason other
than Permanent and Total Disability, each incentive stock option held by such
optionee shall be exercisable only to the extent such option is exercisable on
the date of the optionee's death and may thereafter be exercised by the
optionee's executor, administrator, legal representative, beneficiary or similar
person until and including the earliest to occur of (i) the date which is one
year (or such shorter period as set forth in the Agreement relating to such
option) after the date of death and (ii) the expiration date of the term of such
option.

     (g)  Participation in Severance Pay Plan.  Notwithstanding anything to the
contrary above, if an optionee is receiving severance benefits under the
MoneyGram Payment Systems, Inc. Severance Pay Plan for Executives and such
benefits are being paid in installments, then such optionee shall be deemed to
be an active employee for purposes of Sections 2.3(b) and (d) and the second
paragraph of Section 2.3(f) during the period such installments are being paid.

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                                 III.  GENERAL

3.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan shall become effective as of the
date of approval hereof by the Board. This Plan shall terminate when shares of
Common Stock are no longer available for grants of options, unless terminated
earlier by the Board. Termination of this Plan shall not affect the terms or
conditions of any option granted prior to termination.

3.2   AMENDMENTS. The Board may amend this Plan as it shall deem advisable,
subject to any requirement of stockholder approval required by applicable law,
rule or regulation, including Rule 16b-3 under the Exchange Act and Section
162(m) of the Code; provided, however, that no amendment shall be made without
stockholder approval if such amendment would (a) increase the maximum number of
shares of Common Stock available under this Plan (subject to Section 3.7) or (b)
effect any change inconsistent with Section 422 of the Code.  No amendment may
impair the rights of a holder of an outstanding option without the consent of
such holder.

3.3   GOVERNING LAW.  This Plan, each option hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Delaware and construed in
accordance therewith without giving effect to principles of conflicts of laws.

3.4   NON-TRANSFERABILITY.  No option hereunder shall be transferable other than
(i) by will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company or (ii) as otherwise set forth in
the Agreement relating to such option.  Except to the extent permitted by the
foregoing sentence, each option may be exercised during the optionee's lifetime
only by the optionee or the optionee's legal representative or similar person.
Except as permitted by the second preceding sentence, no option hereunder shall
be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise
disposed of (whether by operation of law or otherwise) or be subject to
execution, attachment or similar process.  Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any
option

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hereunder, such option and all rights thereunder shall immediately become null
and void.

3.5   TAX WITHHOLDING.  The Company shall have the right to require, prior to
the issuance or delivery of any shares of Common Stock, payment by the optionee
of any Federal, state, local or other taxes which may be required to be withheld
or paid in connection with an option hereunder.  An Agreement may provide that
(i) the Company shall withhold whole shares of Common Stock which would
otherwise be delivered upon exercise of the option having an aggregate Fair
Market Value determined as of the date the obligation to withhold or pay taxes
arises in connection with the option (the "Tax Date") in the amount necessary to
                                           --------
satisfy any such obligation or (ii) the optionee may satisfy any such obligation
by any of the following means: (A) a cash payment to the Company, (B) delivery
to the Company of previously owned whole shares of Common Stock (which the
optionee has held for at least six months prior to the delivery of such shares
or which the optionee purchased on the open market and in each case for which
the optionee has good title, free and clear of all liens and encumbrances)
having an aggregate Fair Market Value determined as of the Tax Date, equal to
the amount necessary to satisfy any such obligation, (C) authorizing the Company
to withhold whole shares of Common Stock which would otherwise be delivered upon
exercise of the option having an aggregate Fair Market Value, determined as of
the Tax Date, equal to the amount necessary to satisfy any such obligation, (D)
a cash payment by a broker-dealer acceptable to the Company to whom the optionee
has submitted an irrevocable notice of exercise or (E) any combination of (A),
(B) and (C), in each case to the extent set forth in the Agreement relating to
the option; provided, however, that the Committee shall have sole discretion to
disapprove of an election pursuant to any of clauses (B)-(E) and that in the
case of an optionee who is subject to Section 16 of the Exchange Act, the
Company may require that the method of satisfying any such obligation be in
compliance with Section 16 and the rules and regulations thereunder. An
Agreement may provide for shares of Common Stock to be delivered or withheld
having a Fair Market Value in excess of the minimum amount required to be
withheld, but not in excess of the amount determined by applying the optionee's
maximum marginal tax rate. Any fraction of a share of Common Stock which would
be required to satisfy such an obligation shall be disregarded and the remaining
amount due shall be paid in cash by the optionee.

3.6   RESTRICTIONS ON SHARES.  Each option hereunder shall be subject to the
requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
option upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary

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or desirable as a condition of, or in connection with, the delivery of shares
thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any option hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

3.7   ADJUSTMENT.  In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
number and class of securities subject to each outstanding option and the
purchase price per security shall be appropriately adjusted by the Committee,
such adjustments to be made in the case of outstanding options without an
increase in the aggregate purchase price.  The decision of the Committee
regarding any such adjustment shall be final, binding and conclusive.  If any
adjustment would result in a fractional security being (a) available under this
Plan, such fractional security shall be disregarded, or (b) subject to an option
under this Plan, the Company shall pay the optionee, in connection with the
first exercise of the option in whole or in part occurring after such
adjustment, an amount in cash determined by multiplying (A) the fraction of such
security (rounded to the nearest hundredth) by (B) the excess, if any, of (x)
the Fair Market Value on the exercise date over (y) the exercise price of the
option.

3.8   CHANGE IN CONTROL.

     (a)  (1)  Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive shares of common stock
that are registered under Section 12 of the Exchange Act, all outstanding
options shall immediately be exercisable in full and there shall be substituted
for each share of Common Stock available under this Plan, whether or not then
subject to an outstanding option, the number and class of shares into which each
outstanding share of Common Stock shall be converted pursuant to such Change in
Control.  In the event of any such substitution, the purchase price per share of
each option shall be appropriately adjusted by the Committee, such adjustments
to be made without an increase in the aggregate purchase price or base price.

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          (2)  Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control pursuant to Section (b)(1) or (2) below, or in
the event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive consideration other
than shares of common stock that are registered under Section 12 of the Exchange
Act, each outstanding option shall be surrendered to the Company by the holder
thereof, and each such option shall immediately be cancelled by the Company, and
the holder shall receive, within ten days of the occurrence of a Change in
Control pursuant to Section (b)(1) or (2) below or within ten days of the
approval of the stockholders of the Company contemplated by Section (b)(3) or
(4) below, a cash payment from the Company in an amount equal to the number of
shares of Common Stock then subject to such option, multiplied by the excess, if
any, of (i) the greater of (A) the highest per share price offered to
stockholders of the Company in any transaction whereby the Change in Control
takes place or (B) the Fair Market Value of a share of Common Stock on the date
of occurrence of the Change in Control over (ii) the purchase price per share of
Common Stock subject to the option. The Company may, but is not required to,
cooperate with any person who is subject to Section 16 of the Exchange Act to
assure that any cash payment in accordance with the foregoing to such person is
made in compliance with Section 16 and the rules and regulations thereunder.

     (b)  "Change in Control" shall mean:

          (1) the acquisition by any individual, entity or group (a "Person"),
including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 25% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding Common
Stock") or (ii) the combined voting power of the then outstanding securities of
the Company entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"); excluding, however, the following:  (A) any
acquisition directly from the Company (excluding any acquisition resulting from
the exercise of an exercise, conversion or exchange privilege unless the
security being so exercised, converted or exchanged was acquired directly from
the Company), (B) any acquisition by the Company, (C) any acquisition by an
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Section 3.8(b);

          (2)  individuals who, as of the date the Company's registration
statement under Section 12 of the Exchange Act

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becomes effective, constitute the Board of Directors (the "Incumbent Board")
cease for any reason to constitute at least a majority of such Board; provided
that any individual who becomes a director of the Company subsequent to such
date whose election or nomination for election by the Company's stockholders was
approved by the vote of at least a majority of the directors then comprising the
Incumbent Board shall be deemed a member of the Incumbent Board; and provided
further, that any individual who was initially elected as a director of the
Company as a result of an actual or threatened election contest, as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or
any other actual or threatened solicitation of proxies or consents by or on
behalf of any Person other than the Board shall not be deemed a member of the
Incumbent Board;

          (3)  consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Corporate Transaction"); excluding, however, a
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Corporate Transaction pursuant to which (i) all or substantially all of the
individuals or entities who are the beneficial owners, respectively, of the
Outstanding Common Stock and the Outstanding Voting Securities immediately prior
to such Corporate Transaction will beneficially own, directly or indirectly,
more than 60% of, respectively, the outstanding shares of common stock, and the
combined voting power of the outstanding securities of such corporation entitled
to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company's assets either directly or
indirectly) in substantially the same proportions relative to each other as
their ownership, immediately prior to such Corporate Transaction, of the
Outstanding Common Stock and the Outstanding Voting Securities, as the case may
be, (ii) no Person (other than:  the Company; any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company; the corporation resulting from such Corporate
Transaction; and any Person which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 25% or more of the Outstanding
Common Stock or the Outstanding Voting Securities, as the case may be) will
beneficially own, directly or indirectly, 25% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding securities
of such corporation entitled to vote generally in the election of directors and
(iii) individuals who were members of the Incumbent Board will constitute at
least a majority of the members of the board of directors of the corporation
resulting from such Corporate Transaction; or

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          (4)  consummation by the Company of a plan of complete liquidation or
dissolution of the Company.

     (c)  With respect to any optionee who is subject to Section 16 of the
Exchange Act, (i) notwithstanding the exercise periods set forth in subsections
(a), (b), (c), (e) and (f) of Section 2.3 or as set forth pursuant to such
subsections in any Agreement to which such optionee is a party and (ii)
notwithstanding the expiration date of the term of such option (other than an
Incentive Stock Option), in the event the Company is involved in a business
combination which is intended to be treated as a pooling of interests for
financial accounting purposes (a "Pooling Transaction") or pursuant to which
                                  -------------------
such optionee receives a substitute option to purchase securities of any entity,
including an entity directly or indirectly acquiring the Company, then each
option (or option in substitution thereof) held by such optionee shall be
exercisable to the extent set forth in the Agreement evidencing such option
until and including the latest of (x) the expiration date of the option or, in
the event the optionee's employment with the Company is terminated, the date
determined pursuant to Section 2.3 or 3.2(c) (or as set forth pursuant to such
subsections in any Agreement to which such optionee is a party), as applicable,
(y) the date which is six months and one day after the consummation of such
business combination and (z) the date which is ten business days after the date
of expiration of any period during which such optionee may not dispose of a
security issued in the Pooling Transaction in order for the Pooling Transaction
to be accounted for as a pooling of interests.

3.9   NO RIGHT OF PARTICIPATION OR EMPLOYMENT.  No person shall have any right
to participate in this Plan.  Neither this Plan nor any option granted hereunder
shall confer upon any person any right to continued employment by the Company,
any Subsidiary or any affiliate of the Company or affect in any manner the right
of the Company, any Subsidiary or any affiliate of the Company to terminate the
employment of any person at any time without liability hereunder.

3.10   RIGHTS AS STOCKHOLDER.  No person shall have any rights as a stockholder
of the Company with respect to any shares of Common Stock which are subject to
an option hereunder until such person becomes a stockholder of record with
respect to such shares of Common Stock.

3.11   DESIGNATION OF BENEFICIARY.  If permitted by the Company, an optionee may
file with the Committee a written designation of one or more persons as such
optionee's beneficiary or beneficiaries (both primary and contingent) in the
event of the optionee's death.  To the extent an outstanding option granted

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hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to
exercise such option.

Each beneficiary designation shall become effective only when filed in writing
with the Committee during the optionee's lifetime on a form prescribed by the
Committee.  The spouse of a married optionee domiciled in a community property
jurisdiction shall join in any designation of a beneficiary other than such
spouse.  The filing with the Committee of a new beneficiary designation shall
cancel all previously filed beneficiary designations.

If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option hereunder held by such optionee, to the extent exercisable, may be
exercised by such optionee's executor, administrator, legal representative or
similar person.

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