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                                                            EXHIBIT 10.2(a)(i)
                                                            ------------------

                                EKCO GROUP, INC.

                             1987 STOCK OPTION PLAN


I.   DEFINITIONS AND PURPOSES
     ------------------------

     A.   Definitions
          -----------
  
          Unless otherwise specified or unless the context otherwise requires,
          the following terms, as used in this 1987 Stock Option Plan, have the
          following meanings:

          (1)  "COMPANY" means Ekco Group, Inc.

          (2)  "PLAN" means this 1987 Stock Option Plan.

          (3)  "ADMINISTRATOR" means the Board of Directors except to the extent
               the Board of Directors delegates its authority to a committee of
               the Board of Directors.

          (4)  "AFFILIATE" means a corporation which, for purposes of Section
               422 of the Code, is a parent or subsidiary of the Company, direct
               or indirect.

          (5)  "BOARD OF DIRECTORS" means the Board of Directors of the Company.

          (6)  "CODE" means the United States Internal Revenue Code of 1986, as
               amended.

          (7)  "CONSULTANT" means a person who has a relationship or is
               otherwise affiliated with the Company as a consultant.

          (8)  "DISABILITY" or "DISABLED" means (a) with respect to any Option
               granted pursuant hereto which is not intended to be an incentive
               stock option within the meaning of Section 422 of the Code and
               which is granted to an Ekco Employee who is a party to an 
               employment agreement with the Company or any Affiliate, which 
               employment agreement defines disability with respect to such 
               Ekco Employee and is in full force and effect as of the date as
               of which such disability is to be determined, notwithstanding 
               any later expiration or termination of such employment 
               agreement, such definition is in such

(03-97)

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               circumstances deemed incorporated herein by reference; and (b) in
               all other circumstances, permanent and total disability as
               defined in Section 105(d)(4) of the Code.

          (9)  "EKCO EMPLOYEE" means any employee of the Company or of an
               Affiliate (including, without limitation, an employee who is also
               serving as an officer or director of the Company or of the
               Affiliate).

          (10)  "OPTION" means a right or option granted under the Plan.

          (11) "OPTION AGREEMENT" means an agreement between the Company and a
               Participant executed and delivered pursuant to the Plan.

          (12) "PARTICIPANT" means an Ekco Employee or Consultant to whom one 
               or more Options are granted under the Plan, or, where the 
               context requires, his legal representative.

          (13) "PARTICIPANT'S SURVIVORS" means a deceased Participant's legal
               representatives and/or any person or persons who acquired the
               Participant's rights to an Option by will or by the laws of
               descent and distribution.

          (14) "SHARES" means the following shares of the capital stock of the
               Company as to which Options have been or may be granted under the
               Plan: Common Stock, $0.01 par value, or any shares of capital
               stock into which the Shares are changed or for which they are
               exchanged within the provisions of Article VII of the Plan. The
               shares issued upon exercise of Options granted under the Plan may
               be authorized and unissued shares or shares held by the Company
               in its treasury, or both.

     B.   Purpose of the Plan:
          -------------------

          The Plan is intended to encourage ownership of Shares by Ekco
          Employees and Consultants in order to attract such Ekco Employees and
          Consultants, to induce such Ekco Employees and Consultants to 
          remain affiliated with the Company or an Affiliate and to provide
          additional incentive for such Ekco Employees and Consultants to 
          promote the success of the Company or of an Affiliate. Except as 
          provided in Article XII below, it is further intended that Options 
          issued pursuant to the Plan shall be eligible to constitute 
          "incentive stock options" within the meaning of Section 422 of the 
          Code. Notwithstanding the foregoing, only Ekco Employees are 
          eligible to receive "incentive stock options" under the Plan. It is


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          also intended that the Plan shall comply in all respects with Rule
          16b-3 or its successors ("Rule 16b-3"), promulgated pursuant to
          Section 16 of the Securities Exchange Act of 1934, as amended (the
          "1934 Act"), with respect to Participants who are subject to Section
          16 of the 1934 Act, and any provision in the Plan with respect to such
          persons contrary to Rule 16b-3 shall be deemed null and void to the
          extent permissible by law and deemed appropriate by the Administrator.

     II.  SHARES SUBJECT TO THE PLAN
          --------------------------

          The aggregate number of Shares as to which Options may be granted from
          time to time shall be 4,000,000 Shares as of May 12, 1992 (and the
          equivalent of such number of Shares after giving effect to any
          stock-split, stock dividend, combination, recapitalization or similar
          transaction effected after such date).

          If an Option ceases to be "outstanding", in whole or in part, the
          Shares which were subject to such Option shall be available for the
          granting of other Options under the Plan. Any Option shall be treated
          as "outstanding" until such Option is exercised in full or terminates
          or expires under the provisions of the Plan or by agreement of the
          parties to the pertinent Option Agreement. The aggregate number of
          Shares as to which incentive stock options may be granted shall be 
          subject to change only by means of an amendment of the Plan duly 
          adopted by the Company and approved by the shareholders of the 
          Company within twelve (12) months before or after the date of the 
          adoption of any such amendment, subject to the provisions of Article
          VII.

    III.  ADMINISTRATION OF THE PLAN
          --------------------------

          The term "Administrator" as used herein shall mean the Board of
          Directors or the committee (the "Committee") of the Board of Directors
          to whom it delegates its authority and whose membership shall be
          determined by the Board of Directors and subject to change without
          cause and without notice, from time to time, by the Board of
          Directors. Subject to the provisions of the Plan, the Administrator is
          authorized to --

          A.   interpret the provisions of the Plan or of any Option or Option
               Agreement and to make all rules and determinations which it deems
               necessary or advisable for the administration of the Plan;

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          B.   determine which employees or Consultants of the Company or of 
               an Affiliate shall be granted Options;

          C.   determine the number of Shares for which an Option or Options
               shall be granted, subject to the last paragraph of IV, below; and

          D.   specify the terms and conditions upon which Options may be
               granted;

          E.   accelerate the time at which an Option may be exercised if in its
               judgment it concludes that such acceleration is in the best
               interest of the Company and, if an incentive stock option, with
               prior written consent of the Participant.

          provided, however, that all such interpretations, rules,
          determinations, terms and conditions shall be made and prescribed in
          the context of preserving the tax status of the Options as incentive
          stock options within the meaning of Section 422 of the Code
          (hereinafter "incentive stock options"), except as to Options granted
          pursuant to Article XII, and complying with Rule 16b-3 with respect to
          Participants who are subject to Section 16 of the 1934 Act to the
          extent deemed appropriate by the Administrator.


     IV.  ELIGIBILITY FOR PARTICIPATION
          -----------------------------

          Each Participant must be an employee or Consultant of the Company or
          of an Affiliate at the time an Option is granted. Consultants are 
          not eligible to receive incentive stock options under the Plan. 
          Notwithstanding any other provision herein, no member of the 
          Committee shall be eligible to receive an Option.

          The Administrator may at any time and from time to time grant one or 
          more Options to one or more Ekco Employees or Consutants and may 
          designate the number of shares to be optioned under each Option so
          granted; provided, however, that (a) no Options shall be granted 
          after the later to occur of ten (10) years from the date of the 
          adoption of the Plan by the Company or the approval of the Plan by 
          the shareholders of the Company or the termination of the Plan, (b) 
          the aggregate fair



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          market value (determined at the time of the grant of the Option) of
          the Shares with respect to which incentive stock options are
          exercisable for the first time by the Ekco Employee in any calendar 
          year (under the Plan and/or under any other incentive stock option 
          plan of the Company or an Affiliate) shall not exceed $100,000, and 
          (c) no individual shall be granted Options to purchase more than 
          1,000,000 shares under the Plan during any fiscal year period.

          Notwithstanding any of the foregoing provisions, the Administrator
          may authorize the grant of an Option to a person not then in the
          employ or not yet a Consultant of the Company or of an Affiliate. The
          actual grant of such option however shall be conditioned upon such
          person becoming eligible to become a Participant at or prior to the
          time of the execution of the Option Agreement evidencing such Option.
        
      V.  TERMS AND CONDITIONS OF OPTIONS
          -------------------------------
                                  
          Each Option shall be set forth in an Option Agreement substantially in
          the form hereto annexed and marked Exhibit A (except as otherwise
          provided in Article XII below), duly executed on behalf of the Company
          and by the Participant to whom such Option is granted. No Option shall
          be granted and no purported grant of any Option shall be exercisable
          unless an Option Agreement shall have been duly executed on behalf of
          the Company and by the Participant. Each such Option Agreement shall
          be subject to at least the following terms and conditions:

          A.   Option Price:
               ------------

          (1)  Except as provided in Paragraph (2) below, if the optionee owns
               (immediately before the Option is granted) directly or by reason
               of the applicable attribution rules (at Code Section 425(d)) ten
               percent (10%) or less of the total combined voting power of all
               classes of share capital of the Company or an Affiliate, the
               Option price (per share) of the Shares covered by each Option
               shall be not less than the "fair market value" as hereinafter
               defined (per share) of the Shares on the date of the grant of the
               Option. In all other cases (except as provided in Paragraph (2)
               below), the Option price shall be not less than one hundred ten
               percent (110%) of the said fair market value on the date of
               grant.

          (2)  If the Option is granted pursuant to Article XII below, then the
               Option price (per share) of the Shares covered by such Option
               shall be not less than fifty percent (50%) of the "fair market
               value" as on the date of the grant of the Option.

          (3)  For the purpose of the foregoing Paragraphs (1) and (2), fair
               market value shall be determined as follows. If such Shares are
               then listed on any national securities exchange, the fair market


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               value shall be the mean between the high and low sales prices, if
               any, on the largest such exchange on the date of the grant of the
               Option, or, if none, on the most recent trade date thirty (30)
               days or less prior to the date of the Option. If the Shares are
               not then listed on any such exchange, the fair market value of
               such Shares shall be the mean between the closing "Bid" and the
               closing "Ask" prices, if, any as reported in the National
               Association of Securities Dealers Automated Quotation System
               ("NASDAQ") for the date of the grant of the Option, or if none,
               on the most recent trade date thirty (30) days or less prior to
               the date of the grant of the Option for which such quotations are
               reported. If the Shares are not then either listed on any such
               exchange or quoted in NASDAQ, the fair market value shall be the
               mean between the average of the "Bid" and the average of the
               "Ask" prices, if any, as reported in the National Daily Quotation
               Service for the date of the grant of the Option or, if none, for
               the most recent trade date thirty (30) days or less prior to the
               date of the grant of the Option for which such quotations are
               reported. If the fair market value cannot be determined under the
               preceding three sentences, it shall be determined in good faith
               by the Administrator.

           B.  Number of Shares:
               -----------------

               Each Option shall state the number of Shares to which it
               pertains.

           C.  Term of Option:
               ---------------

               Each Option shall terminate not more than ten (10) years from the
               date of the grant thereof, or at such earlier time as the Option
               Agreement may provide, and shall be subject to earlier
               termination as herein provided, except that (1) if the Option
               price is required under Paragraph A of this Article V to be at
               least 110% of fair market value, each such Option shall terminate
               not more than five (5) years from the date of the grant thereof,
               and (2) if such Option is not intended to be an "incentive stock
               option" within the meaning of Section 422 of the Code, then such
               Option shall terminate not more than eleven (11) years from the
               date of grant thereof.

           D.  Date of Exercise:
               ----------------



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               Upon the authorization of the grant of an Option, the
               Administrator may, subject to the provisions of Paragraph C of
               this Article V, prescribe the date or dates on which the Option
               becomes exercisable, and may provide that the Option rights
               accrue or become exercisable in installments over a period of
               years or upon the attainment of stated goals or entirely or in
               installments upon the occurrence of specified events.

           E.  Medium of Payment:
               -----------------
                         
               The Option price shall be payable upon the exercise of the
               Option. It shall be payable in such form (permitted by Section
               422 of the Code if the Option is intended to be an incentive
               stock option within the meaning of such provision), as the
               Administrator shall either by rules promulgated pursuant to the
               provisions of Article III of the Plan, or in the particular
               Option Agreement, provide.

           F.  Termination of Employment or Consultancy:
               ----------------------------------------

               A participant who ceases to be an employee or Consultant of the
               Company or of an Affiliate (for any reason other than death, 
               Disability or termination by the Participant's employer for 
               cause), may exercise any Option granted to such Participant, to
               the extent that the right to purchase Shares thereunder has 
               accrued on the date of such termination of employment or 
               consultancy, but only within such term as the Administrator 
               shall designate in its discretion in the pertinent Option 
               Agreement, provided, however, in no event may the Option be 
               exercised any later than the originally prescribed term of the 
               Option and, if the Option is intended to be an incentive stock 
               option within the meaning of Section 422 of the Code, only 
               within three (3) months after such date. The provisions of this
               paragraph, and not the provisions of Paragraph G and H of this 
               Article V, shall apply to a Participant who subsequently becomes
               Disabled or dies after the termination of employment or 
               consultancy; however in the case of a Participant's death, the 
               Participant's Survivors may exercise the Option within six (6)
               months after the date of the Participant's death, but in no event
               beyond ten (10) years after the date of the grant of the Option,
               or in the case of an Option not intended


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               to be an "incentive stock option" within the meaning of Section
               422 of the Code, beyond eleven (11) years after the date of the
               grant of the Option. A Participant's employment shall not be
               deemed terminated by reason of a transfer to another entity 
               which is the Company or an Affiliate.

               A Participant whose employment or consultancy is terminated by 
               the Company or Affiliate for "cause" shall forthwith upon such 
               termination cease to have any right to exercise any Option. For 
               purposes of this paragraph, "cause" shall be deemed to include 
               (but shall not be limited to) dishonesty with respect to an 
               employer, insubordination, substantial malfeasance or 
               non-feasance of duty, unauthorized disclosure of confidential 
               information and conduct substantially prejudicial to the 
               business of the Company or any Affiliate. The determination of 
               the Administrator as to the existence of cause shall be 
               conclusive on the Participant and the Company. Notwithstanding 
               the foregoing, if the Participant is a party to an agreement 
               with the Company or an Affiliate, which agreement defines cause
               for termination and is in effect at the time of such 
               termination, then for purposes of application of this paragraph
               to such Participant, cause shall be deemed to be as defined in 
               such agreement and any dispute shall be determined as provided 
               in such agreement, which determination shall be conclusive on 
               the Participant and the Company.

               An Ekco Employee to whom an Option has been granted under the 
               Plan who is absent from work with the Company or with an 
               Affiliate because of temporary disability (any disability other 
               than a permanent and total Disability as defined at Paragraph A
               (7) of Article I hereof), or who is on leave of absence for any 
               purpose permitted by any authoritative interpretation (e.g., 
               regulation, ruling, case law, etc.) of Section 422 of the Code, 
               shall not, during the period of any such absence, be deemed, by 
               virtue of such absence alone, to have terminated such Ekco 
               Employee's employment with the Company or with an Affiliate and,
               in the case of Options not intended to be incentive stock 
               options for any purpose approved by the Board of Directors.

           G.  Total and Permanent Disability:
               -------------------------------


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               An Ekco Employee who ceases to be an employee of the Company or
               of an Affiliate by reason of Disability may exercise any Option
               granted to such Ekco Employee:

               (1)  to the extent that the right to purchase Shares thereunder
                    has accrued on the date such Ekco Employee becomes Disabled;
                    and

               (2)  in the event rights to exercise the Option accrue
                    periodically, to the extent of a pro rata portion of any
                    additional rights as would have accrued had the Ekco
                    Employee not become Disabled prior to the end of the 
                    particular accrual period. The proration shall be based 
                    upon the number of days of the accrual period during which
                    the Ekco Employee was not Disabled.

               A Disabled Ekco Employee shall exercise such rights only within a
               period of not more than one (1) year after the date that the
               Ekco Employee became Disabled or, if earlier, within the 
               originally prescribed term of the Option.

               The Administrator shall make the determination both of whether
               Disability has occurred and the date thereof, unless a procedure
               is set forth in an employment agreement for such determination,
               in which case such procedure shall be used for such
               determination. If requested, the Ekco Employee shall be 
               examined by a physician selected or approved by the 
               Administrator, the cost of which examination shall be paid for
               by the Company.

               The provisions of this Section V G shall not apply to
               Consultants.

           H.  Death:
               ------

               In the event of the death of a Participant to whom an Option has
               been granted while the Participant is an employee or Consultant
               of the Company or of an Affiliate, such Option:

               (1)  to the extent exercisable but not exercised as of the date
                    of death; and

               (2)  in the event rights to exercise the Option accrue
                    periodically, to the extent of a pro rata portion of such
                    rights as would have accrued had the Participant not died
                    prior to the end of the particular accrual period;

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               may be exercised by the Participant's Survivors. The proration
               shall be based upon the number of days during the accrual periods
               prior to the Participant's death. Such Option must be exercised
               by the Participant's Survivors, if at all, within one (1) year
               after the date of death of such Participant or, if earlier,
               within the originally prescribed term of the Option,
               notwithstanding that the decedent might have been able to
               exercise the Option as to some or all of the shares on a later
               date if the Participant were alive and had continued to be an
               employee or Consultant of the Company or of an Affiliate.

           I.  Exercise of Option and Issue of Shares:
               ---------------------------------------

               Options shall be exercised by giving written notice to the
               Company. Such written notice shall be signed by the person
               exercising the Option, shall state the number of Shares with
               respect to which the Option is being exercised and shall contain
               any warranty required by Article VI. Reasonably promptly
               following receipt by the Company of such written notice, the
               Company shall give notice to participant of a date for delivery
               of the Option Shares to the Participant (or to the Participant's
               Survivors, as the case may be), against payment of the Option
               price. In determining what constitutes "reasonably promptly", it
               is expressly understood that the delivery of the Option Shares
               may be delayed by the Company in order to comply with any law or
               regulation which requires the Company to take any action with
               respect to the Option Shares prior to the issuance thereof,
               whether pursuant to the provisions of Article VI or otherwise.
               The Option Shares shall, upon delivery, be evidenced by an
               appropriate certificate or certificates for paid-up
               non-assessable Shares.

           J.  Rights as a Shareholder:
               -----------------------

               No Participant to whom an Option has been granted shall have
               rights as a shareholder with respect to any Shares covered by
               such Option except after due exercise of the Option and tender of
               the full exercise price for the shares being purchased pursuant
               to such exercise.

           K.  Assignability and Transferability of Option:
               --------------------------------------------


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               By its terms, an Option granted to a Participant shall not be
               transferable by the Participant otherwise than by will or by the
               laws of descent and distribution and shall be exercisable, during
               the Participant's lifetime, only by such Participant (or his or
               her legal representative). Such Option shall not be assigned,
               pledged or hypothecated in any way (whether by operation of law
               or otherwise) and shall not be subject to execution, attachment
               or similar process. Any attempted transfer, assignment, pledge,
               hypothecation or other disposition of any Option or of any rights
               granted thereunder contrary to the provisions of this Paragraph
               K, or the levy of any attachment or similar process upon an
               Option or such rights, shall be null and void.

           L.  Other Provisions:
               -----------------

               The Option Agreement shall contain such limitations and
               restrictions upon the exercise of the Option and shall be
               necessary in order that such Option can be an "incentive stock
               option" within the meaning of Section 422 of the Code, if the
               Option is intended to be an incentive stock option within the
               meaning of such provision. Further, the Option Agreements
               authorized under the Plan shall be subject to such other terms
               and conditions, including, without limitation, restrictions upon
               the exercise of the Option and rights of the Company to
               repurchase shares purchased upon the exercise of the Option, as
               the Administrator shall deem advisable and, if the Option is
               intended to be an incentive stock option within the meaning of
               such provision, which are not inconsistent with the requirements
               of Section 422 of the Code.

               VI.  PURCHASE FOR INVESTMENT
                    -----------------------

          Unless the offering and sale of the Shares to be issued upon the
          particular exercise of an Option shall have been effectively
          registered under the Securities Act of 1933, as now in force or
          hereafter amended, or any successor legislation (the "Act"), the
          Company shall be under no obligation to issue the Shares covered by
          such exercise unless and until the following conditions have been
          fulfilled:

                    (1)  The person(s) who exercise such Option shall warrant to
                         the Company, at the 


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                         time of such exercise, that such person(s) are 
                         acquiring such Shares for his or her own account, for 
                         investment and not with a view to, or for
                         sale in connection with, the distribution of any such
                         Shares, in which event the person(s) acquiring such
                         Shares shall be bound by the provisions of the
                         following legend which shall be endorsed upon the
                         certificate(s) evidencing their option Shares issued
                         pursuant to such exercise:

                                     "The shares represented by this certificate
                                     have been taken for investment and they may
                                     not be sold or otherwise transferred by any
                                     person, including a pledgee, in the absence
                                     of an effective registration statement for 
                                     the shares under the Securities Act of 1933
                                     or an opinion of counsel satisfactory to 
                                     the Company that an exemption from 
                                     registration is then available.

                    (2)  The Company shall have received an opinion of its
                         counsel that the Shares may be issued upon such
                         particular exercise in compliance with the Act without
                         registration thereunder. 

          Without limiting the generality of the foregoing, the Company may
          delay issuance of the Shares until compensation of any reasonable
          action or obtaining of any consent, which the Company deems reasonably
          necessary under any applicable law (including without limitation state
          securities or "blue sky" laws).

    VII.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
          ------------------------------------------

          To prevent dilution or enlargement of rights, in the event that the
          outstanding Shares of the Company are changed into or are exchanged
          for a different number or kind of shares or other securities of the
          Company or of another corporation by reason of any reorganization,
          merger, consolidation, recapitalization, reclassification, change in
          par value, stock split-up, combination of shares or dividend payable
          in capital stock, or the like, appropriate adjustment shall be made in
          the number and kind of shares for the purchase of which Options may be
          granted under the Plan and, in 



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          addition, appropriate adjustment to prevent dilution or enlargement of
          the rights granted to or available for Participants, shall be made in
          the number and kind of shares and in the option price per share
          subject to outstanding Options. In addition, the Committee, upon
          authorization from the Board of Directors, may make other adjustments
          in outstanding options which it deems appropriate to prevent dilution
          or enlargement of rights. No such adjustment shall be made which
          shall, within the meaning of Section 425 of the Code, constitute such
          a modification, extension or renewal of an Option, which is intended
          to be an "incentive stock option" within the meaning of Section 422 of
          the Code, as to cause it to be considered as the grant of a new
          Option.

   VIII.  DISSOLUTION OR LIQUIDATION OF THE COMPANY
          -----------------------------------------

          Upon the dissolution or liquidation of the Company other than in
          connection with a transaction to which the preceding Article VII is
          applicable, all Options granted hereunder shall terminate and become
          null and void; provided, however, that if the rights of a Participant
          or a Participant's Survivors hereunder have not otherwise terminated
          and expired, the Participant or the Participant's Survivors shall have
          the right immediately prior to such dissolution or liquidation to
          exercise any Option granted hereunder to the extent that the right to
          purchase shares thereunder has accrued as of the date immediately
          prior to such dissolution or liquidation.


     IX.  TERMINATION OF THE PLAN
          -----------------------

          The Plan shall terminate on May 12, 2002 unless terminated at an
          earlier date by vote of the stockholders of the Company; provided,
          however, that any such earlier termination shall not affect any
          Options granted or Option Agreements executed prior to the effective
          date of such termination.

      X.  AMENDMENT OF THE PLAN
          ---------------------

          The Plan may be amended by (i) the Stockholders of the Company; or
          (ii) the Administrator, including, without limitation, to the extent
          necessary to qualify any or all outstanding Options granted under the
          Plan or Options to be granted under the Plan for favorable federal
          income tax treatment (including deferral of taxation upon exercise) as
          may be afforded incentive stock options under Section 422 of the Code,
          to the 

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          extent necessary to ensure the qualification of the Plan under Rule
          16b-3, and to the extent necessary to qualify the shares issuable upon
          exercise of any outstanding Options granted, or Options to be granted,
          under the Plan for listing on any national securities exchange or
          quotation in any national automated quotation system of securities
          dealers, provided, however, that any amendment approved by the
          Administrator which is of a scope that requires shareholder approval
          in order to ensure favorable tax treatment for any incentive stock
          options, or requires shareholder approval in order to ensure the
          compliance of the Plan with Rule 16b-3, or requires shareholder
          approval for listing of the shares, shall be subject to obtaining such
          shareholder approval. No amendment shall affect any Options
          theretofore granted or any Option Agreements theretofore executed by
          the Company and a Participant to whom an Option has been granted who
          would be adversely affected by such amendment consents in writing
          thereto.

     XI.  EMPLOYMENT OR CONSULTANCY RELATIONSHIP
          --------------------------------------

          Nothing herein contained shall be deemed to prevent the Company or an
          Affiliate from terminating the employment or consultancy, as the case
          may be, of a Participant, nor to prevent a Participant from 
          terminating the Participant's employment or consultancy with the 
          Company or an Affiliate.

    XII.  OPTIONS OTHER THAN INCENTIVE STOCK OPTIONS
          ------------------------------------------

          Subject to the provisions of Article II and IV dealing with the
          aggregate number of Shares as to which Options may be granted under
          this Plan, the Administrator may at any time and from time to time
          grant Options in connection with the rendition of services to the
          Company or an Affiliate that cannot and/or are not intended to qualify
          as "incentive stock options", within the meaning of Section 422 of the
          Code, on such terms and conditions as it may from time to time
          determine. To the extent that Options are granted which are not
          "incentive stock options", the number of Shares available for the
          issuance of "incentive stock options" shall be correspondingly reduced
          and no such non-incentive stock options shall be issued on such terms
          as to affect adversely Options intended to be "incentive stock
          options". Any Option which is intended to qualify as an "incentive
          stock option" within the meaning of Section 422 of the Code shall be
          set forth in an Option Agreement substantially in the form hereto
          annexed and marked Exhibit B, with such other terms and 


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          provisions as may be approved by the Committee as authorized under
          this Plan.

   XIII.  EFFECTIVE DATE
          --------------

          This Plan shall become effective upon the later of adoption by the
          Board of Directors or of adoption by the Committee, but this Plan
          shall only become effective for Options intended to be incentive stock
          options within the meaning of Section 422 of the Code if and when:

          (a)  The Administrator shall have adopted a resolution stating that
               incentive stock options may be granted pursuant to this Plan on
               or after the date of such resolution; and

          (b)  either (i)   The Plan and the authority to grant incentive stock
                            options pursuant to the Plan shall have been
                            approved by holders of at least a majority of the
                            holders of at least a majority of the issued and
                            outstanding shares of capital stock of the Company
                            entitling such holders to vote within twelve (12)
                            months either before or after adoption of such a
                            resolution by the Administrator as provided in
                            Subsection (a) immediately above; or

                      (ii)  the effectiveness of the Plan and the effectiveness
                            of the grant of any incentive stock option granted
                            pursuant to the Plan shall have been made subject
                            to approval by holders of at least a majority of
                            issued and outstanding shares of capital stock of
                            the Company entitling such holders to a right to
                            vote within twelve (12) months either before or
                            after the adoption of such a resolution by the
                            Administrator as provided in Subsection (a)
                            immediately above.




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