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                                                                   EXHIBIT 10.1


                           DECISIONONE HOLDINGS CORP.
                         1997 MANAGEMENT INCENTIVE PLAN


        SECTION 1. Purpose. The purposes of the DecisionOne Holdings Corp. 1997
Management Incentive Plan are to promote the interests of DecisionOne Holdings
Corp. (the "Company") and its stockholders by (i) attracting and retaining
exceptional executive personnel and other key employees of the Company and its
Subsidiaries, as defined below; (ii) motivating such employees by means of
performance-related incentives to achieve longer-range performance goals; and
(iii) enabling such employees to participate in the long-term growth and
financial success of the Company. In addition, the Plan shall cover certain
"rollover" options resulting from the merger of the Company with Quaker Holding
Co.

        SECTION 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:

        "AFFILIATE" means (i) any entity that is, directly or indirectly,
controlled by the Company and (ii) any other entity in which the Company has a
significant equity interest or which has a significant equity interest in the
Company, in either case as determined by the Committee.

        "AWARD" means any Option or Stock Appreciation Right.

        "AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

        "BOARD" means the Board of Directors of the Company.

        "CAUSE" means, unless otherwise defined in any Employment Agreement or
Award Agreement:

        (a) a Participant's willful and continued failure substantially to
perform his duties (other than as a result of total or partial incapacity due to
physical or mental illness);

        (b) an act or acts on a Participant's part constituting a felony under
the laws of the United States or any state thereof or any other jurisdiction in
which the Company conducts business;


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        (c) a Participant being repeatedly under the influence of illegal drugs
or alcohol while performing his duties; or

        (d) any other act or omission which is materially injurious to the
financial condition or business reputation of the Company or any of its
Affiliates as determined in the reasonable discretion of the Company, including
a Participant's breach of the provisions of any non-competition,
non-solicitation or confidentiality covenant in favor of the Company or its
Affiliates binding upon such Participant.

        "CHANGE OF CONTROL" shall mean, unless otherwise defined in any
Employment Agreement or Option Agreement,

                (i) any "person" (as such term is used in Section 3(a)(9) and
        13(d)(3) of the Exchange Act) other than (A) the DLJ Entities, the
        Institutional Shareholders (as defined in the Investors' Agreement)
        and/or their respective Permitted Transferees (as defined in the
        Investors' Agreement) or (B) any "group" (within the meaning of such
        Section 13(d)(3)) of which any of the DLJ Entities or any of the
        Institutional Shareholders is a part, acquires, directly or indirectly,
        by virtue of the consummation of any purchase, merger or other
        combination, securities of the Company representing more than 51% of the
        combined voting power of the Company's then outstanding voting
        securities with respect to matters submitted to a vote of the
        stockholders generally; or

                (ii) a sale or transfer by the Company or any of its
        Subsidiaries of substantially all of the consolidated assets of the
        Company and its Subsidiaries to an entity which is not an Affiliate of
        the Company prior to such sale or transfer.

        "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

        "COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3 and Section 162(m) each of whom, to the
extent necessary to comply with Rule 16b-3 and Section 162(m) only, is a
"Non-Employee Director" and an "Outside Director" within the meaning of Rule
16b-3 and Section 162(m), respectively. Until otherwise determined by the Board,
the full Board shall be the Committee under the Plan.

        "DISABILITY" shall mean a Participant's inability, as a result of
physical or mental illness, to perform the duties of his position(s) for a
period of 90 


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consecutive days or for an aggregate of 150 days in any twelve consecutive month
period. Any question as to the existence of the Disability of a Participant as
to which such Participant and the Company cannot agree shall be determined in
writing by a qualified independent physician selected by the Company and
reasonably acceptable to the Participant. The determination of Disability made
in writing to the Company and the Participant shall be final and conclusive for
all purposes of the Plan.

        "EMPLOYEE" means an employee of the Company or any Subsidiary.

        "EMPLOYMENT AGREEMENT" means an employment agreement entered into
between the Company or any Subsidiary and a Participant.

        "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

        "FAIR MARKET VALUE" means with respect to the Shares, as of the
consummation of the merger of the Company and Quaker Holding Co., $20.6084 per
share, and as of any other given date or dates, the average reported closing
price of a share of such class of common stock on such exchange or market as is
the principal trading market for such class of common stock for the three
trading days immediately preceding such date or dates. If such class of common
stock is not traded on an exchange or principal trading market on such date, the
fair market value of a Share shall be determined by the Committee in good faith
taking into account as appropriate recent sales of the Shares, recent valuations
of the Shares and such other factors as the Committee shall in its discretion
deem relevant or appropriate.

        "GOOD REASON" shall mean, unless otherwise defined in any Employment
Agreement or Award Agreement:

        (A) A Participant is removed from his/her position or assigned duties
and responsibilities materially inconsistent with his/her position; or

        (B) A Participant's base salary and benefits (including target bonus
opportunities and criteria but not actual bonus payments) are reduced by more
than 10% in the aggregate, except for across-the-board reductions similarly
affecting similarly situated employees.

        "INCENTIVE STOCK OPTION" means a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.


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        "INVESTORS' AGREEMENT" means the Investors' Agreement dated as of the
date hereof among Quaker Holding Co., DLJ Merchant Banking Partners II, L.P.,
DLJ Merchant Banking Partners II-A, L.P., DLJ Offshore Partners II, C.V., DLJ
Diversified Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ Millenium
Partners, L.P., DLJ Millenium Partners-A, L.P., DLJMB Funding II, Inc., UK
Investment Plan 1997 Partners, DLJ EAB Partners, L.P., DLJ First ESC, LLC, and
certain other shareholders listed on the signature pages thereto.

        "NON-QUALIFIED STOCK OPTION" means a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is not intended to
be an Incentive Stock Option.

        "OPTION" means an Incentive Stock Option or a Non-Qualified Stock
Option.

        "PARTICIPANT" means any Employee selected by the Committee to receive an
Award under the Plan and any former director who receives a Rollover Option (and
to the extent applicable, any heirs or legal representatives thereof).

        "PERMITTED TRANSFEREE" shall have the meaning assigned to it in the
Investors' Agreement.

        "PERSON" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

        "PLAN" means this DecisionOne Holdings Corp. 1997 Management Incentive
Plan.

        "ROLLOVER OPTION" means any employee or director options "rolled over"
in connection with the merger of the Company with Quaker Holding Co.

        "RULE 16B-3" means Rule 16b-3 as promulgated and interpreted by the SEC
under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.

        "SEC" means the Securities and Exchange Commission or any successor
thereto.

        "SECTION 162(M)" means Section 162(m) of the Code, or any successor
section thereto as in effect from time to time.


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        "SHARES" means shares of common stock, $.01 par value, of the Company or
such other securities as may be designated by the Committee from time to time.

        "STOCK APPRECIATION RIGHT" means any right granted under Section 7 of
the Plan.

        "SUBSIDIARY" shall mean, with respect to any Person, any corporation or
other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such Person.

        "SUBSTITUTE AWARDS" means Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

        SECTION 3. Administration.

        (a) AUTHORITY OF COMMITTEE. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting the Company, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a Participant; (iii) determine the number of
Shares to be covered by, or with respect to which payments, rights, or other
matters are to be calculated in connection with, Awards; (iv) determine the
terms and conditions of any Award and Award Agreement; (v) determine whether. to
what extent, and under what circumstances Awards may be settled or exercised in
cash, Shares, other securities, other Awards or other property, or canceled,
forfeited, or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited. or suspended; (vi) determine whether,
to what extent, and under what circumstances cash, Shares, other securities,
other Awards, other property, and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (viii) establish,
amend, suspend, or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; and (ix)
make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.

       (b) COMMITTEE DISCRETION BINDING. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other 


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decisions under or with respect to the Plan or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any Subsidiary,
any Participant, any holder or beneficiary of any Award, any shareholder and any
Employee.

        SECTION 4. Shares Available for Awards.

        (a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b)
and 4(c), the number of Shares with respect to which Awards may be granted under
the Plan shall be 1,447,452 plus the number of Shares necessary to accommodate
the Rollover Options and the number of Shares with respect to which Incentive
Stock Options may be granted under the Plan shall be 1,447,452 plus the number
of Shares necessary to accommodate any Rollover Options which are Incentive
Stock Options. If, after the effective date of the Plan, any Shares covered by
an Award granted under the Plan or to which such an Award relates are forfeited,
or if such an Award is settled for cash or otherwise terminates or is canceled
without the delivery of Shares, then the Shares covered by such Award, or to
which such Award relates, or the number of Shares otherwise counted against the
aggregate number of Shares with respect to which Awards may be granted, to the
extent of any such settlement, forfeiture, termination or cancellation, shall,
in the calendar year in which such settlement, forfeiture, termination or
cancellation occurs, again become Shares with respect to which Awards may be
granted unless any dividends have been paid thereon prior to such settlement,
forfeiture, termination or cancellation. In addition, Shares tendered in
satisfaction or partial satisfaction of the exercise price of any Award or any
tax withholding obligations will again become Shares with respect to which
Awards may be granted. Notwithstanding the foregoing and subject to adjustment
as provided in Section 4(b), no Employee of the Company may receive Options
and/or Stock Appreciation Rights in any calendar year that relate to more than
375,000 Shares.

        (b) ADJUSTMENTS. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, reclassification, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Shares or other securities of
the Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number of 


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Shares of the Company (or number and kind of other securities or property) with
respect to which Awards may thereafter be granted, (ii) the number of Shares or
other securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise price
with respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, in each case that, with
respect to Awards of Incentive Stock Options, no such adjustment shall be
authorized to the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code, as from time to time amended.

        (c) SUBSTITUTE AWARDS. Any Shares underlying Substitute Awards shall not
be counted against the Shares available for Awards under the Plan.

        (d) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

        SECTION 5. Eligibility. Any Employee, including any officer or
employee-director of the Company or any Subsidiary, and any former director of
the Company receiving a Rollover Option, shall be eligible to be designated a
Participant.

        SECTION 6. Stock Options.

        (a) GRANT. Subject to the provisions of the Plan and contractual
restrictions affecting the Company, the Committee shall have sole and complete
authority to determine the Employees to whom Options shall be granted, the
number of Shares to be covered by each Option, the exercise price therefor and
the conditions and limitations applicable to the exercise of the Option. The
Committee shall have the authority to grant Incentive Stock Options, or to grant
Non-Qualified Stock Options, or to grant both types of options. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422 of the
Code, as from time to time amended, and any regulations implementing such
statute.

        (b) EXERCISE PRICE. The Committee in its sole discretion shall establish
the exercise price at the time each Option is granted.

        (c) EXERCISE. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award Agreement or thereafter. The Committee may
impose such conditions with respect to the exercise of Options, including
without 


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limitation, any relating to the application of Federal or state securities laws,
as it may deem necessary or advisable.

        (d) PAYMENT. No Shares shall be delivered pursuant to any exercise of an
Option until payment in full of the exercise price, or adequate provision
therefor, is received by the Company. Such payment may be made: (i) in cash;
(ii) in Shares owned by the Participant for at least six months (the value of
such Shares shall be their Fair Market Value on the date of exercise); (iii) by
a combination of cash and Shares; (iv) if approved by the Committee, in
accordance with a cashless exercise program; or (v) in such other manner as
permitted by the Committee at the time of grant or thereafter.

        (e) ROLLOVER OPTIONS. Except as otherwise specifically provided herein
and in any option rollover agreement, the Rollover Options shall continue to be
governed by the terms under which they were originally granted.

        SECTION 7. Stock Appreciation Rights.

        (a) GRANT. Subject to the provisions of the Plan and contractual
restrictions affecting the Company, the Committee shall have sole and complete
authority to determine the Employees to whom Stock Appreciation Rights shall be
granted, the number of Shares to be covered by each Stock Appreciation Right
Award, the grant thereof and the conditions and limitations applicable to the
exercise thereof. Stock Appreciation Rights may be granted in tandem with
another Award, in addition to another Award, or freestanding and unrelated to
another Award. Stock Appreciation Rights granted in tandem with or in addition
to an Award may be granted either at the same time as the Award or at a later
time. Stock Appreciation Rights shall not be exercisable earlier than six months
after grant and shall have an exercise price as determined by the Committee on
the date of grant.

        (b) EXERCISE AND PAYMENT. A Stock Appreciation Right shall entitle the
Participant to receive an amount equal to the excess of the Fair Market Value of
a Share on the date of exercise of the Stock Appreciation Right over the
exercise price thereof. The Committee shall determine whether a Stock
Appreciation Right shall be settled in cash, Shares or a combination of cash and
Shares.

        (c) OTHER TERMS AND CONDITIONS. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine, at or after the grant
of a Stock Appreciation Right, the term, methods of exercise, methods and form
of settlement, and any other terms and conditions of any Stock Appreciation
Right. Any such determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock Appreciation 


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Rights granted or exercised prior to such determination as well as Stock
Appreciation Rights granted or exercised thereafter. The Committee may impose
such conditions or restrictions on the exercise of any Stock Appreciation Right
as it shall deem appropriate.

        SECTION 8. Termination or Suspension of Employment or Service. The
following provisions shall apply in the event of the Participant's termination
of employment or service unless the Committee shall have provided otherwise,
either at the time of the grant of the Award or thereafter.

        (i) TERMINATION OF EMPLOYMENT OR SERVICE. Except as the Committee may at
any time otherwise provide or as required to comply with applicable law, if the
Participant's employment or service with the Company or its Subsidiaries is
terminated for any reason other than death, Disability, retirement at age 62 or
older or by the Company for Cause, the Participant's right to exercise any
Option or Stock Appreciation Right shall terminate, and such Option or Stock
Appreciation Right shall expire, on the earlier of (A) the ninetieth day
following such termination of employment or service or (B) the date such Option
or Stock Appreciation Right would have expired had it not been for the
termination of employment or service. The Participant shall have the right to
exercise such Option or Stock Appreciation Right prior to such expiration to the
extent it was exercisable at the date of such termination of employment or
service and shall not have been exercised.

        (ii) DEATH, DISABILITY OR RETIREMENT. Except as the Committee may at any
time otherwise provide or as required to comply with applicable law, if the
Participant's employment or service with the Company or its Subsidiaries is
terminated by reason of death, Disability, or retirement at age 62 or older, all
Time Vesting Options (as defined in an Award Agreement) shall vest and become
immediately exercisable and the Participant or his successor (if employment or
service is terminated by death) shall have the right to exercise any Option or
Stock Appreciation Right during the one-year period following such termination
of employment or service, to the extent it was exercisable and outstanding at
the date of such termination of employment or service, but in no event shall
such option be exercisable later than the date the Option would have expired had
it not been for the termination of such employment or service.

        (iii) CAUSE. If the Participant's employment or service with the Company
or its Subsidiaries is terminated by the Company for Cause, all Awards other
than the Rollover Options (whether vested or unvested) shall be forfeited.

        (iv) PUTS, CALLS. In the event of a Participant's termination of
employment by reason of death or Disability, termination of employment by the


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Company other than for Cause or termination by a Participant for Good Reason
(and, in the case of the Rollover Options, upon any type of termination), the
Company or its designee shall have the right to purchase all or a portion of the
vested Options and/or Shares acquired upon the exercise of Options, and the
Participant shall have the right to cause the Company to purchase all or a
portion of the vested Options and/or Shares acquired upon the exercise of
Options, at a per share price equal to Fair Market Value on the date of
purchase, less the exercise price in the case of vested Options. If either the
Company or a Participant elects to exercise its right under this clause (iv),
the Company or the Participant, as the case may be, shall deliver written notice
(a "PURCHASE NOTICE") to the other to such effect within 60 days of a
termination of employment. For purposes of this Section 8, the "date of
purchase" shall mean the third business day following the receipt of notice by
the other party that the purchase right is to be exercised. Payment of the
purchase price may be made in cash or by certified check; provided that if the
terms of any agreement to which the Company is a party, or any of the indentures
governing any debt securities issued by the Company or any of its subsidiaries
would prohibit the Company from effecting such payment, payment may be effected
through a promissory note having such commercially reasonable terms and interest
rate as may be determined by the Company in its reasonable discretion, provided
that in any event such note shall become due at such time as the prohibitions
described above shall lapse.

        SECTION 9. Change of Control. The Committee, in its sole discretion, may
provide in an Award Agreement for the accelerated vesting of an Award in the
event of a Change of Control.

        SECTION 10. Amendment and Termination.

        (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act, for which or with which the Board deems it necessary
or desirable to qualify or comply. Notwithstanding anything to the contrary
herein, the Committee may amend the Plan in such manner as may be necessary so
as to have the Plan conform with local rules and regulations in any jurisdiction
outside the United States.

        (b) AMENDMENTS TO AWARDS. Subject to the terms of the Plan and
applicable law, the Committee may waive any conditions or rights under, amend
any terms of, or alter, suspend, discontinue, cancel or terminate, any Award


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theretofore granted, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.

        (c) CANCELLATION. Any provision of this Plan or any Award Agreement to
the contrary notwithstanding, in the event of a Change of Control or an offer to
Participants generally relating to the acquisition of Shares, including through
purchase, merger or otherwise, the Committee may cause any Award granted
hereunder to be canceled in consideration of a cash payment or alternative Award
made to the holder of such canceled Award equal in value to the Fair Market
Value of such canceled Award.

        SECTION 11. General Provisions.

        (a) DIVIDEND EQUIVALENTS. In the sole and complete discretion of the
Committee, an Award may provide the Participant with dividends or dividend
equivalents, payable in cash, Shares, other securities or other property on a
current or deferred basis.

        (b) NONTRANSFERABILITY. Except to the extent otherwise provided in an
Award Agreement, no Award shall be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered by a Participant, except by will or the
laws of descent and distribution.

        (c) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

        (d) SHARE CERTIFICATES. Certificates issued in respect of Shares shall,
unless the Committee otherwise determines, be registered in the name of the
Participant or its Permitted Transferees and, so long as a Participant continues
to be governed by the provisions of any Loan, shall be deposited by such
Participant or Permitted Transferee, together with a stock power endorsed in
blank, with the Company. When the Participant ceases to be bound by the
provisions of any Loan, the Company shall deliver such certificates to the
Participant upon request. Such stock certificate shall carry such appropriate
legends, and such written instructions shall be given to the Company's transfer
agent, as may be deemed necessary or advisable by counsel to the Company in
order to comply with the requirements of (i) the Securities Act of 1933, any
state securities laws or any 


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other applicable laws, (ii) the Investors' Agreement and (iii) any Loan. Subject
to the provisions of the Investors' Agreement, all certificates for Shares or
other securities of the Company or any Subsidiary delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations and other requirements of the Securities and
Exchange Commission or any stock exchange upon which such Shares or other
securities are then listed and any applicable laws or rules or regulations, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

        (e) WITHHOLDING. A Participant may be required to pay to the Company or
any Subsidiary, and the Company or any Subsidiary shall have the right and is
hereby authorized to withhold from any Award, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other
Awards or other property) of any applicable withholding taxes in respect of an
Award, its exercise, or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of such taxes. The Committee may
provide for additional cash payments to holders of Awards to defray or offset
any tax arising from any such grant, lapse, vesting, or exercise of any Award.

        (f) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto.

        (g) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in
the Plan shall prevent the Company or any Subsidiary from adopting or continuing
in effect other compensation arrangements, which may, but need not, provide for
the grant of options, restricted stock, Shares and other types of Awards
provided for hereunder (subject to shareholder approval if such approval is
required), and such arrangements may be either generally applicable or
applicable only in specific cases.

        (h) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ or service of the
Company or any Subsidiary. Further, the Company or an Subsidiary may at any time
dismiss a Participant from employment or service, free from any liability or any
claim under the Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.


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        (i) RIGHTS AS A STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be issued under the Plan
until he or she has become the holder of such Shares.

        (j) GOVERNING LAW. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement shall
be determined in accordance with the laws of the State of Delaware.

        (k) SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

        (l) OTHER LAWS. The Committee may refuse to issue or transfer any Shares
or other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant in connection therewith shall
be promptly refunded to the relevant Participant, holder or beneficiary. Without
limiting the generality of the foregoing, no Award granted hereunder shall be
construed as an offer to sell securities of the Company, and no such offer shall
be outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. federal securities laws and any other laws
to which such offer, if made, would be subject.

        (m) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Subsidiary pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary.

        (n) NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash or other securities or other property shall be paid or transferred
in 


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lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

        (o) TRANSFER RESTRICTIONS. Shares acquired hereunder may not be sold,
assigned, transferred, pledged or otherwise disposed of, except as provided in
the Plan, the applicable Award Agreement and the Investors' Agreement.

        (p) HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

        (q) INVESTORS' AGREEMENT. A Participant shall, as a condition precedent
to the exercise or settlement of an Award, execute an instrument agreeing to be
bound by the terms of the Investors' Agreement or, at the election of the
Company, a counterpart of the Investors' Agreement. In any event, any Shares
acquired upon exercise or settlement shall be subject to the provisions in the
Investors' Agreement regarding restrictions on transfer and the Company's rights
to compel sales and repurchase Shares.

        SECTION 12. Term of the Plan.

        (a) EFFECTIVE DATE. The Plan shall be effective as of August 7, 1997,
subject to approval by the shareholders of the Company. Awards may be granted
hereunder prior to such shareholder approval subject in all cases, however, to
such approval.

        (b) EXPIRATION DATE. No Incentive Stock Option shall be granted under
the Plan after August 6, 2007. Unless otherwise expressly provided in the Plan
or in an applicable Award Agreement, any Award granted hereunder may, and the
authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award or to waive any conditions or rights
under any such Award shall, continue after the authority for grant of new Awards
hereunder has been exhausted.