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                                                                   EXHIBIT 10.7




                              AMENDED AND RESTATED

                               STOCK OPTION PLAN

                                       OF

                          MINDSPRING ENTERPRISES, INC.






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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>   <C>                                                                    <C>
1.    PURPOSE................................................................1
2.    ADMINISTRATION.........................................................1
         2.1. The Board......................................................1
         2.2. The Committee..................................................2
         2.3. No Liability...................................................2
3.    STOCK..................................................................2
4.    ELIGIBILITY............................................................2
5.    EFFECTIVE DATE AND TERM OF THE PLAN....................................3
         5.1. Effective Date.................................................3
         5.2. Term...........................................................3
6.    GRANT OF OPTIONS.......................................................3
7.    LIMITATION ON INCENTIVE STOCK OPTIONS..................................3
8.    OPTION AGREEMENTS......................................................4
9.    OPTION PRICE...........................................................4
10.   TERM AND EXERCISE OF OPTIONS...........................................4
         10.1. Term and Exercise.............................................4
         10.2. Option Period and Limitations on Exercise.....................5
         10.3. Method of Exercise............................................5
11.   TRANSFERABILITY OF OPTIONS.............................................6
12.   TERMINATION OF EMPLOYMENT..............................................6
13.   RIGHTS IN THE EVENT OF DEATH OR DISABILITY.............................7
         13.1. Death.........................................................7
         13.2. Disability....................................................8
14.   USE OF PROCEEDS........................................................8
15.   SECURITIES ACT OF 1933.................................................8
16.   SECURITIES EXCHANGE ACT OF 1934: RULE 16B-3............................9
         16.1. General.......................................................9
         16.2. Compensation Committee........................................9
         16.3. Action by the Board...........................................9
         16.4. Additional Restriction on Transfer of Stock...................10
         16.5. Additional Requirement of Stockholders' Approval..............10
17.   AMENDMENT AND TERMINATION OF THE PLAN..................................10
18.   EFFECT OF CHANGES IN CAPITALIZATION....................................10
         18.1. Changes in Stock..............................................10
         18.2. Reorganization With Corporation Surviving.....................11
         18.3. Other Reorganizations; Sale of Assets/Stock...................11
         18.4. Adjustments...................................................12
         18.5. No Limitations on Corporation.................................12
19.   DISCLAIMER OF RIGHTS...................................................12
20.   NONEXCLUSIVITY OF THE PLAN.............................................12
</TABLE>

                                      -i-
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                     AMENDED AND RESTATED STOCK OPTION PLAN

           Mindspring Enterprises, Inc., a Delaware corporation (the
"Corporation"), sets forth herein the terms of this Stock Option Plan (the
"Plan") as follows:

1.   PURPOSE

           The Plan is intended to advance the interests of the Corporation by
providing eligible individuals (as designated pursuant to Section 4 below) an
opportunity to acquire (or increase) a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries and will encourage
such eligible individuals to remain in the employ or service of the Corporation
or that of one or more of its subsidiaries. Each stock option granted under the
Plan (an "Option") is intended to be an "incentive stock option" ("Incentive
Stock Option") within the meaning of Section 422 of the Internal Revenue Code
of 1986, or the corresponding provision of any subsequently enacted tax
statute, as amended from time to time (the "Code"), except to the extent that
any such Option would exceed the limitations set forth in Section 7 below and
except for Options specifically designated at the time of grant as not being
"incentive stock options."

2.   ADMINISTRATION

     2.1.  THE BOARD

           The Plan shall be administered by the Board of Directors of the
Corporation (the "Board"), which shall have the full power and authority to
take all actions and to make all determinations required or provided for under
the Plan or any Option granted or Option Agreement (as defined in Section 8
below) entered into hereunder and all such other actions and determinations not
inconsistent with the specific terms and provisions of the Plan deemed by the
Board to be necessary or appropriate to the administration of the Plan or any
Option granted or Option Agreement entered into hereunder. The interpretation
and construction by the Board of any provision of the Plan or of any Option
granted or Option Agreement entered into hereunder shall be final and
conclusive.

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     2.2.  THE COMMITTEE

           The Board may from time to time appoint a Compensation Committee
(the "Committee"). The Board, in its sole discretion, may provide that the role
of the Committee shall be limited to making recommendations to the Board
concerning any determinations to be made and actions to be taken by the Board
pursuant to or with respect to the Plan, or the Board may delegate to the
Committee such powers and authorities related to the administration of the
Plan, as set forth in Section 2.1 above, as the Board shall determine,
consistent with the Certificate of Incorporation and By-laws of the Corporation
and applicable law.  In the event that the Plan or any Option granted or Option
Agreement entered into hereunder provides for any action to be taken by or
determination to be made by the Board, such action may be taken by or such
determination may be made by the Committee if the power and authority to do so
has been delegated to the Committee by the Board as provided for in this
Section. Unless otherwise expressly determined by the Board, any such action or
determination by the Committee shall be final and conclusive.

     2.3.  NO LIABILITY

           No member of the Board or of the Committee shall be liable for any
action or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan or any Option granted or
Option Agreement entered into hereunder.

3.   STOCK

           The stock that may be issued pursuant to Options granted under the
Plan shall be shares of Common Stock and/or shares of Preferred Stock of the
Corporation (such shares of Common Stock and Preferred Stock being collectively
referred to herein as the "Stock"), which shares may be treasury shares or
authorized but unissued shares. The number of shares of Stock that may be
issued pursuant to Options granted under the Plan shall not exceed in the
aggregate 1,000,000 shares of Stock, which number of shares is subject to
adjustment as provided in Section 18 below. If any Option expires, terminates
or is terminated for any reason prior to exercise in full, the shares of Stock
that were subject to the unexercised portion of such Option shall be available
for future Options granted under the Plan.

4.   ELIGIBILITY

           Options may be granted under the Plan to any employee of the
Corporation or any "subsidiary corporation" thereof within the meaning of
Section 424(f) of the Code (a "Subsidiary") (including any such employee who is
an officer or director of the Corporation or any Subsidiary) as the Board shall
determine and designate from time to time prior to expiration or termination of
the

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Plan. An individual may hold more than one Option, subject to such restrictions
as are provided herein. The maximum number of shares of Stock subject to
Options that may be granted under the Plan to any employee of the Corporation
or any Subsidiary is 200,000 shares in any calendar year (subject to adjustment
pursuant to Section 18. hereof).

5.   EFFECTIVE DATE AND TERM OF THE PLAN

     5.1.  EFFECTIVE DATE

           The Plan shall become effective as of the date of adoption by the
Board, subject to stockholders' approval of the Plan within one year of such
effective date by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of
all outstanding stock is present, either in person or by proxy, and voting on
the matter, or by written consent in accordance with applicable state law and
the articles of incorporation and by-laws of the Corporation; provided,
however, that upon approval of the Plan by the stockholders of the Corporation
as set forth above, all options granted under the Plan on or after the
effective date shall be fully effective as if the stockholders of the
Corporation had approved the Plan on the effective date. If the stockholders
fail to approve the Plan within one year of such effective date, any options
granted hereunder shall be null, void and of no effect.

     5.2.  TERM

           The Plan shall terminate on the date ten years after the effective
date.

6.   GRANT OF OPTIONS

           Subject to the terms and conditions of the Plan, the Board may, at
any time and from time to time prior to the date of termination of the Plan,
grant to such eligible individuals as the Board may determine ("Optionees")
Options to purchase such number of shares of the Stock on such terms and
conditions as the Board may determine, including any terms or conditions which
may be necessary to qualify such Options as "incentive stock options" under
Section 422 of the Code. The date on which the Board approves the grant of an
Option shall be considered the date on which such Option is granted.

7.   LIMITATION ON INCENTIVE STOCK OPTIONS

           An Option shall constitute an Incentive Stock Option only to the
extent that the aggregate fair market value (determined at the time the Option
is granted) of the Stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year (under
the Plan and all other plans of the Optionee's employer corporation and its
parent and subsidiary

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corporations within the meaning of Section 422(d) of the Code) does not exceed
$100,000.

8.   OPTION AGREEMENTS

           All Options granted pursuant to the Plan shall be evidenced by
written agreements ("Option Agreements") to be executed by the Corporation and
by the Optionee, in such form or forms as the Board shall from time to time
determine. Option Agreements covering Options granted from time to time or at
the same time need not contain similar provisions; provided, however, that all
such Option Agreements shall comply with all terms of the Plan.

9.   OPTION PRICE

           The purchase price of each share of the Stock subject to an Option
(the "Option Price") shall be fixed by the Board and stated in each Option
Agreement. In the case of an Option that is intended to constitute an Incentive
Stock Option, the option price shall be not less than the greater of par value
or 100 percent of the fair market value of a share of the Stock covered by the
Option on the date the Option is granted (as determined in good faith by the
Board); provided, however, that in the event the Optionee would otherwise be
ineligible to receive an Incentive Stock Option by reason of the provisions of
Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of more
than ten percent), the Option Price of an Option which is intended to be an
Incentive Stock Option shall be not less than the greater of par value or 110
percent of the fair market value of a share of the Stock covered by the Option
at the time such Option is granted. In the event that the Stock is listed on an
established national or regional stock exchange, is admitted to quotation on
the National Association of Securities Dealers Automated Quotation System, or
is publicly traded in an established securities market, in determining the fair
market value of the Stock, the Board shall use the closing price of the Stock
on such exchange or System or in such market (the highest such closing price if
there is more than one such exchange or market) on the date the Option is
granted (or, if there is no such closing price, then the Board shall use the
mean between the highest bid and lowest asked prices or between the high and
low prices on such date), or, if no sale of the Stock has been made on such
day, on the next preceding day on which any such sale shall have been made. In
the case of an Option not intended to constitute an Incentive Stock Option, the
Option Price shall be not less than the par value of the Stock covered by the
Option.

10.  TERM AND EXERCISE OF OPTIONS

     10.1. TERM AND EXERCISE

           Each Option granted under the Plan shall terminate and all rights to
purchase shares thereunder shall cease upon the expiration of ten years (ten
years

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and 30 days, in the case of an Option which is not designated as an Incentive
Stock Option) from the date such Option is granted, or on such date prior
thereto as may be fixed by the Board and stated in the Option Agreement
relating to such Option; provided, however, that in the event the Optionee
would otherwise be ineligible to receive an Incentive Stock Option by reason of
the provisions of Sections 422(b)(6) and 424(d) of the Code (relating to stock
ownership of more than ten percent), an Option granted to such Optionee which
is intended to be an Incentive Stock Option shall in no event be exercisable
after the expiration of five years from the date it is granted.

     10.2. OPTION PERIOD AND LIMITATIONS ON EXERCISE

           Each Option granted under the Plan shall be exercisable, in whole or
in part, at any time and from time to time over a period commencing on or after
the date of grant and ending upon the expiration or termination of the Option,
as the Board shall determine and set forth in the Option Agreement relating to
such Option. Without limiting the foregoing, the Board, subject to the terms
and conditions of the Plan, may in its sole discretion provide that an Option
may not be exercised in whole or in part for a stated period or periods of time
during which such Option is outstanding; provided, however, that any such
limitation on the exercise of an Option contained in any Option Agreement may
be rescinded, modified or waived by the Board, in its sole discretion, at any
time and from time to time after the date of grant of such Option, so as to
accelerate the time at which the Option may be exercised. Notwithstanding any
other provisions of the Plan, no Option shall be exercisable in whole or in
part prior to the date the Plan is approved by the stockholders of the
Corporation as provided above.

     10.3. METHOD OF EXERCISE

           An Option that is exercisable hereunder may be exercised by delivery
to the Corporation on any business day, at its principal office addressed to
the attention of the President, of written notice of exercise, which notice
shall specify the number of shares with respect to which the Option is being
exercised and shall be accompanied by payment in full of the Option Price of
the shares for which the Option is being exercised. The minimum number of
shares of Stock with respect to which an Option may be exercised, in whole or
in part, at any time shall be the lesser of 100 shares or the maximum number of
shares available for purchase under the Option at the time of exercise. Payment
of the Option Price for the shares of Stock purchased pursuant to the exercise
of an Option shall be made, as determined by the Board and set forth in the
Option Agreement pertaining to an Option, either (i) in cash or by check
payable to the order of the Corporation (which check may, in the discretion of
the Corporation, be required to be certified); (ii) through the tender to the
Corporation of shares of Stock, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at
their fair market value (determined in the manner described in Section 9 above)
on the date of exercise; or (iii) by a combination of the methods described in
(i) and (ii);

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provided, however, that the Board may in its discretion impose and set forth in
the Option Agreement pertaining to an Option such limitations or prohibitions
on the use of shares of Stock to exercise Options as it deems appropriate.
Notwithstanding the foregoing, payment in full of the Option Price need not
accompany the written notice of exercise provided the notice directs that the
Stock certificate or certificates for the shares for which the Option is
exercised be delivered to a licensed broker acceptable to the Corporation as
the agent for the individual exercising the Option and, at the time such Stock
certificate or certificates are delivered, the broker tenders to the
Corporation cash (or cash equivalents acceptable to the Corporation) equal to
the Option Price. An attempt to exercise any Option granted hereunder other
than as set forth above shall be invalid and of no force and effect. Promptly
after the exercise of an Option and the payment in full of the Option Price of
the shares of Stock covered thereby, the individual exercising the Option shall
be entitled to the issuance of a Stock certificate or certificates evidencing
his ownership of such shares. A separate Stock certificate or certificates
shall be issued for any shares purchased pursuant to the exercise of an Option
which is an Incentive Stock Option, which certificate or certificates shall not
include any shares which were purchased pursuant to the exercise of an Option
which is not an Incentive Stock Option. An individual holding or exercising an
Option shall have none of the rights of a stockholder until the shares of Stock
covered thereby are fully paid and issued to him, and, except as provided in
Section 18 below, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance.

11.  TRANSFERABILITY OF OPTIONS

           During the lifetime of an Optionee, only such Optionee (or, in the
event of legal incapacity or incompetency, the Optionee's guardian or legal
representative) may exercise the Option. No Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.

12.  TERMINATION OF EMPLOYMENT

           On the 30th day following the termination of the employment of an
Optionee with the Corporation or a Subsidiary, other than by reason of the
death or "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of such Optionee, any Option granted to an Optionee
pursuant to the Plan shall terminate, and such Optionee shall have no further
right to purchase shares of Stock pursuant to such Option; provided, however,
that in the event that such termination of employment is by reason of the
Optionee's retirement with the consent of the Corporation or a Subsidiary in
accordance with the normal retirement policies of the Corporation or a
Subsidiary, as the case may be, then such Optionee shall have the right
(subject to the general limitations on exercise set forth in Section 10 above),
at any time within three months after such retirement

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and prior to termination of the Option pursuant to Section 10 above, to
exercise, in whole or in part, any Option held by such Optionee at the date of
such retirement, whether or not such Option was exercisable immediately prior
to such retirement; provided further, that the Board may provide, by inclusion
of appropriate language in any Option Agreement, that an Optionee may (subject
to the general limitations on exercise set forth in Section 10 above), in the
event of termination of employment of the Optionee with the Corporation or a
Subsidiary, exercise an Option, in whole or in part, at any time subsequent to
such termination of employment and prior to termination of the Option pursuant
to Section 10 above, either subject to or without regard to any installment
limitation on exercise imposed pursuant to Section 10 above, as the Board, in
its sole and absolute discretion, shall determine and set forth in the Option
Agreement. Whether a termination of employment is to be considered by reason of
retirement with the consent of the Corporation or a Subsidiary in accordance
with the normal retirement policies of the Corporation or a Subsidiary, as the
case may be, and whether a leave of absence or leave on military or government
service shall constitute a termination of employment for purposes of the Plan,
shall be determined by the Board, which determination shall be final and
conclusive. For purposes of the Plan, a termination of employment with the
Corporation or a Subsidiary shall not be deemed to occur if the Optionee is
immediately thereafter employed with the Corporation or any other Subsidiary.

13.  RIGHTS IN THE EVENT OF DEATH OR DISABILITY

     13.1. DEATH

           If an Optionee dies while employed by the Corporation or a
Subsidiary, the executors or administrators or legatees or distributees of such
Optionee's estate shall have the right (subject to the general limitations on
exercise set forth in Section 10 above), at any time within one year after the
date of such Optionee's death and prior to termination of the Option pursuant
to Section 10 above, to exercise any Option held by such Optionee at the date
of such Optionee's death, whether or not such Option was exercisable
immediately prior to such Optionee's death; provided, however, that the Board
may provide by inclusion of appropriate language in any Option Agreement that,
in the event of the death of an Optionee, the executors or administrators or
legatees or distributees of such Optionee's estate may exercise an Option
(subject to the general limitations on exercise set forth in Section 10 above),
in whole or in part, at any time subsequent to such Optionee's death and prior
to termination of the Option pursuant to Section 10 above, either subject to or
without regard to any installment limitation on exercise imposed pursuant to
Section 10 above, as the Board, in its sole and absolute discretion, shall
determine and set forth in the Option Agreement.

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     13.2. DISABILITY

           If an Optionee terminates employment with the Corporation or a
Subsidiary by reason of the "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) of such Optionee, then such Optionee
shall have the right (subject to the general limitations on exercise set forth
in Section 10 above), at any time within one year after such termination of
employment and prior to termination of the Option pursuant to Section 10 above,
to exercise, in whole or in part, any Option held by such Optionee at the date
of such termination of employment, whether or not such Option was exercisable
immediately prior to such termination of employment; provided, however, that
the Board may provide, by inclusion of appropriate language in any Option
Agreement, that an Optionee may (subject to the general limitations on exercise
set forth in Section 10 above), in the event of the termination of employment
of the Optionee with the Corporation or a Subsidiary by reason of the
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Optionee, exercise an Option, in whole or in part, at any time
subsequent to such termination of employment and prior to termination of the
Option pursuant to Section 10 above, either subject to or without regard to any
installment limitation on exercise imposed pursuant to Section 10 above, as the
Board, in its sole and absolute discretion, shall determine and set forth in
the Option Agreement. Whether a termination of employment is to be considered
by reason of "permanent and total disability" for purposes of this Plan shall
be determined by the Board, which determination shall be final and conclusive.

14.  USE OF PROCEEDS

           The proceeds received by the Corporation from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of
the Corporation.

15.  SECURITIES ACT OF 1933

           The Corporation shall not be required to sell or issue any shares of
Stock under any Option if the sale or issuance of such shares would constitute
a violation by the individual exercising the Option or the Corporation of any
provisions of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations.
Specifically in connection with the Securities Act of 1933, as amended (the
"Securities Act"), upon exercise of any Option, unless a registration statement
under such Act is in effect with respect to the shares of Stock covered by such
Option, the Corporation shall not be required to sell or issue such shares
unless the Corporation has received evidence satisfactory to it that the holder
of such Option may acquire such shares pursuant to an exemption from
registration under such Act. Any determination in this connection by the
Corporation shall be final, binding, and conclusive. The

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Corporation may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act. The Corporation shall not be
obligated to take any affirmative action in order to cause the exercise of an
Option or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority. As to any jurisdiction that expressly
imposes the requirement that an Option shall not be exercisable unless and
until the shares of Stock covered by such Option are registered or are subject
to an available exemption from registration, the exercise of such Option (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the availability of
such an exemption.

16.  SECURITIES EXCHANGE ACT OF 1934: RULE 16B-3

     16.1. GENERAL

           The Plan is intended to comply with Rule 16b-3 ("Rule 16b-3") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
after the date on which the Corporation first registers a class of equity
security under Section 12 of the Exchange Act (the "Registration Date"). From
and after the Registration Date, any provision inconsistent with Rule 16b-3 (as
in effect on the Registration Date) shall, to the extent permitted by law and
determined to be advisable by the Committee (constituted in accordance with
Section 10) or the Board (acting pursuant to Section 10), be inoperative and
void. Moreover, in the event that the Plan does not include a provision
required by Rule 16b-3 to be stated therein, such provision (other than one
relating to eligibility requirements and the amount or timing of awards) shall
be deemed automatically to be incorporated into the Plan insofar as
participants subject to Section 16 are concerned. In addition, from and after
the Registration Date the provisions set forth in Sections 16.2 through 16.5
shall apply.

     16.2. COMPENSATION COMMITTEE

           From and after the Registration Date, the Committee appointed
pursuant to Section 2.2 shall consist of not fewer than two members of the
Board, neither of whom, during the twelve months prior to service on such
Committee, shall have been granted an Option under this Plan and each of whom
shall qualify (at the time of appointment to the Committee and during all
periods of service on the Committee) in all respects as a "disinterested
person" as defined in Rule l6b-3.

     16.3. ACTION BY THE BOARD

           From and after the Registration Date, the Board may act under the
Plan other than by, or in accordance with the recommendations of, the
Committee, constituted as set forth in Section 2.2 above, only if all members
of the Board are "disinterested persons" as defined in Rule 16b-3.

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     16.4. ADDITIONAL RESTRICTION ON TRANSFER OF STOCK

           From and after the Registration Date, no director, officer or other
"insider" of the Corporation subject to Section 16 of the Exchange Act shall be
permitted to sell Stock (which such "insider" had received upon exercise of an
Option) during the six months immediately following the grant of such Option.

     16.5. ADDITIONAL REQUIREMENT OF STOCKHOLDERS' APPROVAL

           From and after the Registration Date, no amendment by the Board
shall, without approval by a majority of the votes cast at a duly held meeting
of the stockholders of the Corporation at which a quorum representing a
majority of all outstanding stock is present, either in person or by proxy, and
voting on the amendment, or by written consent in accordance with applicable
state law and the articles of incorporation and by-laws of the Corporation,
materially increase the benefits accruing to eligible individuals under the
Plan or take any other action that would require the approval of such
stockholders pursuant to Rule 16b-3.

17.  AMENDMENT AND TERMINATION OF THE PLAN

           The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted; provided, however, that no amendment by the Board shall, without
approval by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of
all outstanding stock is present, either in person or by proxy, and voting on
the amendment, or by written consent in accordance with applicable state law
and the articles of incorporation and by-laws of the Corporation, materially
change the requirements as to eligibility to receive Options or increase the
maximum number of shares of Stock in the aggregate that may be sold pursuant to
Options granted under the Plan (except as permitted under Section 18 hereof).
Except as permitted under Section 18 hereof, no amendment, suspension or
termination of the Plan shall, without the consent of the holder of the Option,
alter or impair rights or obligations under any Option theretofore granted
under the Plan.

18.  EFFECT OF CHANGES IN CAPITALIZATION

     18.1. CHANGES IN STOCK

           If the outstanding shares of Stock are increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Corporation by reason of the conversion of the outstanding
shares of Preferred Stock to shares of Common Stock of the Corporation pursuant
to the terms of the Certificate of Incorporation of the Corporation, or by
reason of any recapitalization, reclassification, stock split-up, combination
of shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other

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increase or decrease in such shares effected without receipt of consideration
by the Corporation, occurring after the effective date of the Plan, the number
and kinds of shares for the purchase of which Options may be granted under the
Plan shall be adjusted proportionately and accordingly by the Corporation. In
addition, the number and kind of shares for which Options are outstanding shall
be adjusted proportionately and accordingly, so that the proportionate interest
of the holder of the Option immediately following such event shall, to the
extent practicable, be the same as immediately prior to such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares subject to the unexercised portion of the Option
outstanding but shall include a corresponding proportionate adjustment in the
Option Price per share.

     18.2. REORGANIZATION WITH CORPORATION SURVIVING

           Subject to Section 18.3 hereof, if the Corporation shall be the
surviving corporation in any reorganization, merger or consolidation of the
Corporation with one or more other corporations, any Option theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option would have been
entitled immediately following such reorganization, merger or consolidation,
with a corresponding proportionate adjustment of the Option Price per share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option immediately prior to
such reorganization, merger or consolidation.

     18.3. OTHER REORGANIZATIONS; SALE OF ASSETS/STOCK

           Upon the dissolution or liquidation of the Corporation, or upon a
merger, consolidation or reorganization of the Corporation with one or more
other corporations in which the Corporation is not the surviving corporation,
or upon a sale of substantially all of the assets of the Corporation to another
corporation, or upon any transaction (including, without limitation, a merger
or reorganization in which the Corporation is the surviving corporation)
approved by the Board which results in any person or entity owning 80 percent
or more of the combined voting power of all classes of stock of the
Corporation, the Plan and all Options outstanding hereunder shall terminate,
except to the extent provision is made in writing in connection with such
transaction for the continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution for such Options of new
options covering the stock of a successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and exercise prices, in which event the Plan and Options theretofore
granted shall continue in the manner and under the terms so provided. In the
event of any such termination of the Plan, each individual holding an Option
shall have the right (subject to the general limitations on exercise set forth
in Section 10 above), immediately prior to the occurrence of such termination
and during such period occurring prior to such termination as the Board in its
sole discretion shall

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designate, to exercise such Option in whole or in part, whether or not such
Option was otherwise exercisable at the time such termination occurs and
without regard to any installment limitation on exercise imposed pursuant to
Section 10 above, but subject to any additional limitations that the Board may,
in its sole discretion, include in any Option Agreement. The Board shall send
written notice of an event that will result in such a termination to all
individuals who hold Options not later than the time at which the Corporation
gives notice thereof to its stockholders.

     18.4. ADJUSTMENTS

           Adjustments under this Section related to stock or securities of the
Corporation shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. No fractional shares of Stock or units
of other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case
by rounding downward to the nearest whole share or unit.

     18.5. NO LIMITATIONS ON CORPORATION

           The grant of an Option pursuant to the Plan shall not affect or
limit in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

19.  DISCLAIMER OF RIGHTS

           No provision in the Plan or in any Option granted or Option
Agreement entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ of the Corporation or any
Subsidiary, or to interfere in any way with the right and authority of the
Corporation or any Subsidiary either to increase or decrease the compensation
of any individual at any time, or to terminate any employment or other
relationship between any individual and the Corporation or any Subsidiary.

20.  NONEXCLUSIVITY OF THE PLAN

           Neither the adoption of the Plan nor the submission of the Plan to
the stockholders of the Corporation for approval shall be construed as creating
any limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a
particular individual or individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.

                                     * * *


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