STOCK OPTION AGREEMENT

          This  STOCK OPTION AGREEMENT dated as of March 6, 2000 is by  and
between Mirage Resorts, Incorporated, a Nevada corporation (the "Company"),
and MGM Grand, Inc., a Delaware corporation (the "Grantee").

                                 RECITALS

          The  Grantee, the Company and Merger Subsidiary propose to  enter
into the Merger Agreement.

          As  a  condition  and inducement to the Grantee's willingness  to
enter into the Merger Agreement, the Grantee has requested that the Company
agree, and the Company has agreed, to grant the Grantee the Option.

          NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  the
respective representations, warranties, covenants and agreements set  forth
herein  and in the Merger Agreement, the Company and the Grantee  agree  as
follows:

          1. Capitalized Terms.   Certain  capitalized  terms  used in this
Agreement  are defined in Annex A hereto and are used herein with the mean-
ings therein ascribed.  Those capitalized terms used but not defined herein
(including in Annex A hereto)  that are defined in the Merger Agreement are
used herein with the same meanings as  ascribed to them therein;  provided,
however, that,  as used in this Agreement,  "Person" shall have the meaning
specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

          2. The Option.

         (a) Grant of Option. Subject to the terms and conditions set forth
herein,  the Company hereby grants to the Grantee an irrevocable option  to
purchase, out of the authorized but unissued Shares, 22,841,091 Shares  (as
adjusted as set forth herein) (the "Option Shares"), at the Exercise Price.

         (b) Exercise Price.  The exercise  price (the "Exercise Price") of
the Option shall be $21.00 per Option Share.

          Term.  The Option shall be exercisable at any time and from  time
to  time following the occurrence of an Exercise Event and shall remain  in
full  force  and  effect until the earliest to occur of (i)  the  Effective
Time,  (ii)  the  first anniversary of the receipt by  Grantee  of  written
notice  from the Company of the occurrence of an Exercise Event  and  (iii)
termination of the Merger Agreement in accordance with its terms other than
a  termination  with respect to which an Exercise Event  shall  occur  (the
"Option Term").  If the Option is not theretofore exercised, the rights and
obligations  set forth in this Agreement shall terminate at the  expiration
of  the  Option Term.  "Exercise Event" shall mean any of the events giving
rise  to  the  obligation of the Company to pay the Termination  Fee  under
Section 5.11 of the Merger Agreement.



                             EXHIBIT 4.7
<PAGE>
         (c) Exercise of Option.

         (i) The  Grantee may exercise the  Option, in whole or in part, at
any time and from time to time during the Option Term.  Notwithstanding the
expiration  of the Option Term, the Grantee shall be entitled  to  purchase
those  Option Shares with respect to which it has exercised the  Option  in
accordance  with  the terms hereof prior to the expiration  of  the  Option
Term.

         (ii) If the Grantee wishes to exercise the Option, it shall send a
written  notice  (an  "Exercise  Notice")  (the date of which  being herein
referred to as the "Notice  Date") to the Company  specifying (i) the total
number of  Option  Shares it intends to purchase  pursuant to such exercise
and (ii)  a place and a date (the  "Closing  Date") not earlier  than three
Business  Days nor later than 15 Business Days from the Notice Date for the
closing of the purchase and sale pursuant to the Option (the "Closing").

         (iii) If the Closing cannot be  effected by reason of the applica-
tion of any Law, Regulation or Order, the Closing Date shall be extended to
the tenth  Business  Day  following the  expiration or  termination  of the
restriction imposed by such Law, Regulation or Order.  Without limiting the
foregoing, if prior notification to, or Authorization of, any  Governmental
Entity is required in connection with the purchase of such Option Shares by
virtue  of the  application of such Law,  Regulation or Order,  the Grantee
and, if applicable, the Company shall promptly file the  required notice or
application for Authorization and the Grantee,  with the cooperation of the
Company, shall expeditiously process the same.

         (iv) Notwithstanding  Section 2(c)(iii) if the  Closing Date shall
not have  occurred within  nine months after the related  Notice  Date as a
result of one or more  restrictions  imposed by the application of any Law,
Regulation or Order, the exercise of the Option effected on the Notice Date
shall be deemed to have expired.

         (d) Payment and Delivery of Certificates.

         (i) At  each  Closing,  the  Grantee shall  pay to  the Company in
immediately available funds by  wire transfer to a bank account  designated
by  the  Company  an amount  equal to the Exercise  Price multiplied by the
number of Option Shares to be purchased on such Closing Date.

         (ii) At  each  Closing,   simultaneously   with  the  delivery  of
immediately available funds as provided above, the Company shall deliver to
the Grantee a certificate or certificates representing the Option Shares to
be purchased at such Closing, which Option Shares shall be duly authorized,
validly  issued, fully  paid and  nonassessable  and free and  clear of all
Liens, and  the Grantee shall deliver to the Company its written  agreement
that the Grantee will not offer to sell or otherwise dispose of such Option
Shares in violation of applicable Law or the provisions of this Agreement.

         (e) Certificates.  Certificates for the Option Shares delivered at
each Closing shall be endorsed with a restrictive legend  that  shall  read
substantially as follows:





                                   -2-
<PAGE>
         THE TRANSFER OF THE STOCK  REPRESENTED BY THIS CERTIFICATE IS
     SUBJECT TO RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, AND PURSUANT TO THE TERMS OF A STOCK OPTION AGREEMENT
     DATED  AS  OF  MARCH 6, 2000.  A COPY OF SUCH AGREEMENT  WILL  BE
     PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE UPON RECEIPT BY  THE
     COMPANY OF A WRITTEN REQUEST THEREFOR.

A new certificate or certificates evidencing the same number of Shares will
be  issued  to  the  Grantee in lieu of the certificate bearing  the  above
legend, and such new certificate shall not bear such legend, insofar as  it
applies to the Securities Act, if the Grantee shall have delivered  to  the
Company  a  copy of a letter from the staff of the Securities and  Exchange
Commission,  or  an  opinion of counsel in form  and  substance  reasonably
satisfactory to the Company and its counsel, to the effect that such legend
is not required for purposes of the Securities Act.

         (f) If at the  time  of issuance of any Common  Shares pursuant to
any  exercise of the Option,  the Company shall have issued any share  pur-
chase  rights  or similar securities to holders of Common Shares, then each
Option  Share  purchased  pursuant to the Option  shall also include rights
with  terms  substantially  the  same  as  and at least as favorable to the
Grantee as those issued to other holders of Common Shares.

         3.  Adjustment Upon Changes in Capitalization, Etc.

         (a) In the event of any change in  the Shares by reason of a stock
dividend,  split-up, combination, recapitalization, exchange of  shares  or
similar transaction, the type and number of shares or securities subject to
the   Option,   and  the  Exercise  Price  therefor,  shall   be   adjusted
appropriately,  and  proper  provision shall  be  made  in  the  agreements
governing such transaction, so that the Grantee shall receive upon exercise
of  the  Option  the same class and number of outstanding shares  or  other
securities or property that Grantee would have received in respect  of  the
Shares if the Option had been exercised immediately prior to such event, or
the record date therefor, as applicable.

         (b) If any  additional  Shares  are issued  after the date of this
Agreement  (other  than  pursuant to an  event  described in  Section  3(a)
above),  the number of Shares then remaining subject to the Option shall be
adjusted so that,  after such issuance of additional Shares, such number of
Shares then remaining  subject to the Option, together with shares thereto-
fore issued pursuant to the Option, equals 12% of the number of Shares then
issued and outstanding.

         (c) To the extent any of the provisions of this Agreement apply to
the Exercise Price,  they shall be deemed to refer to the Exercise Price as
adjusted pursuant to this Section 3.

         4. Repurchase at the Option of Grantee.

         (a) At the  request of the Grantee  made at any time and from time
to time  after  the occurrence of an Exercise  Event and prior  to 120 days
after the expiration  of  the  Option Term (the "Put Period"), the  Company
(or any successor  thereto) shall, at the election of the Grantee (the "Put
Right"),  repurchase from the Grantee (i) that portion of the Option relat-
ing to all or any part of the Unexercised Option Shares (or as to which the
Option has been exercised but the Closing has not occurred) and (ii) all or

                                   -3-
<PAGE>
any portion of the Shares purchased by the Grantee pursuant hereto and with
respect  to  which the Grantee then has ownership. The date  on  which  the
Grantee  exercises its rights under this Section 4 is referred  to  as  the
"Put  Date."   Such  repurchase shall be at an aggregate  price  (the  "Put
Consideration") equal to the sum of:

             (i) the aggregate  Exercise  Price paid by the Grantee for any
         Option  Shares which the Grantee owns and  as to which the Grantee
         is exercising the Put Right;

             (ii) the  excess, if any,  of  the  Applicable  Price over the
         Exercise  Price  paid by  the Grantee for each Option  Share as to
         which  the  Grantee is  exercising the Put Right multiplied by the
         number of such shares; and

             (iii) the  excess,  if any, of  (x) the  Applicable  Price per
         Share over (y) the Exercise  Price multiplied by the number of Un-
         exercised  Option  Shares  and  Option   Shares  which  have  been
         exercised  but  with  respect  to  which  the  Closing has not yet
         occurred.

         (b) If the Grantee  exercises its rights under this Section 4, the
Company shall, within ten  Business  Days after the  Put  Date, pay the Put
Consideration in immediately available funds to an account specified by the
Grantee, and the Grantee shall promptly thereupon surrender to the  Company
the  Option  or  portion of the Option and the certificates evidencing  the
Shares  purchased  thereunder.  The Grantee shall warrant  to  the  Company
that,  immediately prior to the repurchase thereof pursuant to this Section
4,  the  Grantee had sole record and Beneficial Ownership of the Option  or
such  shares,  or  both, as the case may be, and that the  Option  or  such
shares, or both, as the case may be, were then held free and clear  of  all
Liens.

         (c) If the Option  has been exercised,  in whole or in part, as to
any Option  Shares subject to the Put Right but the Closing  thereunder has
not occurred,  the payment of the Put Consideration  shall, to that extent,
render such exercise null and void.

         (d) Notwithstanding  any  provision to the contrary in this Agree-
ment the Grantee may not  exercise its rights pursuant to this Section 4 in
a manner that  would  result in  Total  Profit of more than the Profit Cap;
provided, however, that nothing in this  sentence shall limit the Grantee's
ability to exercise the Option in accordance with its terms.

         5. Repurchase at the Option of the Company.

         (a) To the extent the Grantee shall not have previously  exercised
its rights under Section 4,  at the request of the Company made at any time
after  the tenth day following the closing of the purchase and sale of  any
Option Shares pursuant to Section 2 hereof and for a period ending 120-days
after  the  expiration of Option Term (the "Call Period"), the Company  may
repurchase  from the Grantee, and the Grantee shall sell, or  cause  to  be
sold, to the Company, all (but not less than all) of the Shares acquired by
the  Grantee  pursuant  hereto and with respect to which  the  Grantee  has
ownership at the time of such repurchase at a price per share equal to  the
greater  of  (A)  the Current Market Price and (B) the Exercise  Price  per
share in respect of the shares so acquired (such price per share multiplied

                                   -4-
<PAGE>
by  the number of Shares to be repurchased pursuant to this Section 5 being
herein  called  the "Call Consideration").  The date on which  the  Company
exercises  its  rights under this Section 5 is referred  to  as  the  "Call
Date."

         (b) If the Company exercises its rights under this Section  5, the
Company  shall,  within  ten  Business  Days pay the Call Consideration  in
immediately available funds, and the Grantee shall surrender to the Company
certificates  evidencing the Shares purchased hereunder,  and  the  Grantee
shall  warrant  to  the Company that, immediately prior to  the  repurchase
thereof  pursuant  to  this  Section 5, the Grantee  had  sole  record  and
Beneficial  Ownership of such shares and that such shares  were  then  held
free and clear of all Liens.

         (c) To the extent that the  Grantee shall exercise the Option, the
Grantee  shall,  unless the Grantee shall exercise the  Put  Right  or  the
Company shall exercise the Call Right, retain sole ownership of the  Shares
so acquired through the end of the Call Period.

         (d) Notwithstanding  any  provision to the contrary in this Agree-
ment, the  aggregate of the Call  Consideration paid for all Option  Shares
shall not exceed the Profit Cap.

         6. Registration Rights.

         (a) The Company shall, if requested by the Grantee at any time and
from time  to  time  during  the  Registration  Period, as expeditiously as
practicable,  prepare,  file  and cause to be  made  effective  up  to  two
registration  statements under the Securities Act if such  registration  is
required in order to permit the offering, sale and delivery of any  or  all
Shares  or  other securities that have been acquired by or are issuable  to
the  Grantee  upon exercise of the Option in accordance with  the  intended
method  of  sale or other disposition stated by the Grantee, including,  at
the  sole discretion of the Company, a "shelf" registration statement under
Rule  415  under  the  Securities Act or any successor provision,  and  the
Company  shall use all reasonable efforts to qualify such shares  or  other
securities  under any applicable state securities laws.  The Company  shall
use  all  reasonable efforts to cause each such registration  statement  to
become  effective, to obtain all consents or waivers of other parties  that
are required therefor and to keep such registration statement effective for
such  period  not  in  excess of 180 days from the  day  such  registration
statement first becomes effective as may be reasonably necessary to  effect
such  sale  or other disposition.  The obligations of the Company hereunder
to  file a registration statement and to maintain its effectiveness may  be
suspended  for  one or more periods of time not exceeding 60  days  in  the
aggregate if the Board of Directors of the Company shall have determined in
good  faith that the filing of such registration or the maintenance of  its
effectiveness would require disclosure of nonpublic information that  would
materially  and adversely affect the Company.  For purposes of  determining
whether  two  requests have been made under this Section 6,  only  requests
relating  to a registration statement that has become effective  under  the
Securities Act and pursuant to which the Grantee has disposed of all shares
covered  thereby  in  the  manner contemplated therein  shall  be  counted.
Notwithstanding  any other provision of this Section  6,  any  request  for
registration shall permit the Company, upon notice given within 20 days  of
the request for registration, to repurchase from the Grantee any shares  as
to  which  the Grantee requests registration at a price per share equal  to

                                   -5-
<PAGE>
the  Current Market Price at the date the Company notifies the  Grantee  of
its  decision to so repurchase.  The Registration Expenses shall be for the
account of the Company.

         (b) The Grantee shall provide all information reasonably requested
by the  Company  for inclusion in any  registration  statement  to be filed
hereunder.  Grantee shall choose the managing  underwriter in any registra-
tion contemplated by this Section 6.  If during the Registration Period the
Company shall propose to register under the  Securities  Act  the offering,
sale and  delivery of Shares for cash for its own  account or for any other
stockholder of the  Company  pursuant to a firm underwriting, it  shall, in
addition to the Company's other obligations under this Section 6, allow the
Grantee  the right to participate in  such  registration  provided that the
Grantee  participates in the underwriting;  provided, however, that, if the
managing  underwriter of such offering  advises the Company in writing that
in its opinion the  number  of  Shares  requested  to  be  included in such
registration  exceeds  the  number  that  can be sold in such offering, the
Company shall,  after fully including  therein all securities to be sold by
the Company, include the shares requested to be included therein by Grantee
pro rata (based on the number of Shares  intended  to  be included therein)
with  the  shares intended to be included therein by Persons other than the
Company.

         (c) In  connection  with any offering, sale and delivery of Shares
pursuant to a registration  statement effected  pursuant to this Section 6,
the  Company  and the Grantee shall provide each other and each underwriter
of the offering with customary  representations,  warranties and covenants,
including  covenants  of indemnification and contribution and, with respect
to an underwritten offering, enter into an underwriting agreement and other
documents in form and substance customary for transactions of such type.

         7. Profit Limitation.

         (a) Notwithstanding  any  other  provision of this Agreement in no
event  shall  the  Grantee's  Total Profit exceed the Profit Cap and, if it
otherwise would exceed such amount, (A) in connection with the Put Right or
any sale to a third party, the Grantee, at its sole election, shall  either
(i) deliver  to  the  Company  for  cancellation  Option  Shares previously
purchased by Grantee, (ii) pay cash or other consideration to the  Company,
(iii) reduce the amount of the fee payable to Grantee under Section 5.11 of
the Merger  Agreement or (iv) undertake any combination thereof, and (B) in
connection  with the Call Right, Grantee shall deliver to the  Company  for
cancellation  Option  Shares (or other securities into  which  such  Option
Shares  are converted or exchanged), in either case, so that the  Grantee's
Total Profit shall not exceed the Profit Cap after taking into account  the
foregoing actions.

         (b) Notwithstanding  any  other  provision of this Agreement, this
Stock Option may not be exercised for a number of Option Shares that would,
as of the Notice  Date, result in a Notional Total  Profit of more than the
Profit  Cap,  and, if  exercise of  the  Option  otherwise would exceed the
Profit Cap, the  Grantee, at its sole  option, may  reduce  the  number  of
Option  Shares  as  to  which  this Option is being exercised, increase the
Exercise Price for that number of Option  Shares  set forth in the Exercise
Notice so that the  Notional  Total Profit shall not exceed the Profit Cap;
provided,  however, that  nothing  in  this  sentence  shall  restrict  any
exercise of the Option otherwise permitted by this Section 7(b) on any sub-

                                  -6-
<PAGE>
sequent  date  at  the  Exercise  Price  set  forth in Section 2(b) if such
exercise would not then be restricted under this Section 7(b).

         (c) If an Exercise  Event shall occur,  the  Grantee may elect, in
lieu of receiving any portion of the Termination Fee, to exercise a portion
of the Option.

         8. Listing.  If the Shares or any other securities then subject to
the Option are then listed on the NYSE, the Company, upon the occurrence of
an Exercise  Event,  will promptly file an  application to list on the NYSE
the Shares or other securities then subject to the Option and will use  all
reasonable  efforts to cause such listing application  to  be  approved  as
promptly as practicable.

         9. Replacement  of  Agreement.  Upon  receipt  by  the  Company of
evidence  reasonably  satisfactory to it of the loss, theft, destruction or
mutilation of this  Agreement,  and (in the case of loss, theft or destruc-
tion) of reasonably  satisfactory  indemnification,  and upon surrender and
cancellation of this Agreement, if mutilated, the  Company will execute and
deliver a new Agreement of like tenor and date.

         10. Miscellaneous.

         (a) Expenses. Except as otherwise provided in the Merger Agreement
or as otherwise expressly provided herein, each of the parties hereto shall
bear and pay all costs  and  expenses incurred by it  or  on its  behalf in
connection with the transactions contemplated hereunder, including fees and
expenses  of its own financial consultants, investment bankers, accountants
and counsel.

         (b) Waiver and Amendment.  Any  provision of this Agreement may be
waived  at  any  time by the party that is entitled to the benefits of such
provision.  This Agreement may not be modified, amended, altered or supple-
mented  except  upon  the  execution  and  delivery  of a written agreement
executed by the parties hereto.

         (c) Entire Agreement;  No Third Party  Beneficiary;  Severability.
Except  as  otherwise  set  forth  in the Merger  Agreement, this Agreement
(including the Merger Agreement and the other documents and instruments re-
ferred to herein and therein)  (i) constitutes  the  entire  agreement  and
supersedes all prior  agreements and understandings, both written and oral,
between the parties with respect to the subject matter  hereof  and (ii) is
not  intended to  confer upon  any Person other than the parties hereto any
rights or remedies hereunder.

         (d) Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable  of  being  enforced by any rule of law or
public policy, all other conditions and provisions of  this Agreement shall
nevertheless  remain  in  full  force and effect so long as the economic or
legal substance of the transactions  contemplated hereby is not affected in
any manner  materially  adverse to any party.  Upon such determination that
any term or other provision is  invalid,  illegal  or  incapable  of  being
enforced, the parties hereto shall negotiate in  good  faith to modify this
Agreement so as to effect the  original intent of the parties as closely as
possible in an acceptable manner to the end that transactions  contemplated
hereby are fulfilled to the extent possible.


                                  -7-
<PAGE>
         (e) Governing Law.  This  Agreement shall be governed by, and con-
strued in accordance with, the Laws of the State  of Nevada,  regardless of
the Laws that might otherwise govern  under  applicable  principles of con-
flicts of law.

         (f) Descriptive Headings. The descriptive headings contained here-
in are for convenience of  reference  only  and shall not affect in any way
the meaning or interpretation of this Agreement.

         (g) Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(with  confirmation)  or  mailed  by  registered  or certified mail (return
receipt  requested) to the parties at the following  addresses  or sent  by
electronic transmission to the telecopier number specified below:

             If to the Company to:

                     Mirage Resorts, Incorporated
                     3600 Las Vegas Boulevard South
                     Las Vegas, Nevada 89109
                     Telecopy:  (702) 693-8626
                     Attention:  Bruce Levin, Esq.

             with a copy to:

                     Wachtell, Lipton, Rosen & Katz
                     51 West 52nd Street
                     New York, New York 10019
                     Telecopy:  (212) 403-2000
                     Attention: Daniel A. Neff, Esq.


             If to Grantee to:

                     MGM Grand, Inc.
                     3799 Las Vegas Boulevard South
                     Las Vegas, Nevada 89109
                     Telecopy: (702) 891-1114
                     Attention: Scott Langsner


             with a copy to:

                     Christensen, Miller, Fink, Jacobs, Glaser, Weil &
                      Shapiro, LLP
                     2121 Avenue of the Stars
                     Eighteenth Floor
                     Los Angeles, California 90067-5010
                     Telecopy: (310) 556-2920
                     Attention: Gary N. Jacobs, Esq.



         (h) Counterparts.  This Agreement and any amendments hereto may be
executed in counterparts, each of which shall be deemed an original and all
of which taken together shall constitute but a single document.


                                  -8-
<PAGE>
         (i) Assignment.  Neither  this  Agreement  nor  any of the rights,
interests  or  obligations  hereunder  or  under  the Option shall be sold,
assigned or otherwise  disposed of or transferred by either  of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party, except that the  Grantee may assign this Agree-
ment to a wholly owned  Subsidiary of the Grantee;  provided, however, that
no such  assignment shall have the effect of releasing the Grantee from its
obligations  hereunder.  Subject to the preceding  sentence, this Agreement
shall be binding upon, inure  to the  benefit of and  be enforceable by the
parties and their respective successors and assigns.

         (j) Further Assurances. In the event of any exercise of the Option
by the  Grantee, the  Company and the Grantee shall execute and deliver all
other  documents  and  instruments  and  take  all other action that may be
reasonably necessary in order to consummate the  transactions  provided for
by such exercise.

         (k) Specific Performance.  The parties  hereto  hereby acknowledge
and agree that the failure of any  party to this  Agreement to  perform its
agreements  and  covenants  hereunder  will cause irreparable injury to the
other party to this Agreement for which  damages,  even if  available, will
not be an adequate remedy.  Accordingly,  each of the parties hereto hereby
consents to the granting  of  equitable relief (including specific perform-
ance and  injunctive  relief)  by any  court of  competent  jurisdiction to
enforce any party's  obligations  hereunder.   The parties further agree to
waive any requirement for the securing or posting of any bond in connection
with the  obtaining of any such equitable relief and that this provision is
without  prejudice to any other rights that the parties hereto may have for
any failure to perform this Agreement.





























                                  -9-
<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have caused this Agreement
to  be duly executed by their respective authorized officers as of the  day
and year first above written.

                            MGM GRAND, INC.

                            /s/ James J. Murren
                            -----------------------------------------------
                            Name:   James J. Murren
                            Title:  President and Chief  Financial  Officer


                            MIRAGE RESORTS, INCORPORATED

                            /s/ Stephen A. Wynn
                            -----------------------------------------------
                            Name:   Stephen A. Wynn
                            Title:  Chairman, President and
                                     Chief Executive Officer







































                                  -10-
<PAGE>
                                                                    ANNEX A

                         SCHEDULE OF DEFINED TERMS

          The following terms when used in the Stock Option Agreement shall
have  the  meanings  set  forth below unless the  context  shall  otherwise
require:

          "Agreement" shall mean this Stock Option Agreement.

          "Applicable Price" means the highest of (i) the highest  purchase
price  per share paid pursuant to a third party's tender or exchange  offer
made for Shares after the date hereof and on or prior to the Put Date, (ii)
the  price per share to be paid by any third Person for Shares pursuant  to
an  agreement  for a Business Combination Transaction entered  into  on  or
prior  to  the  Put  Date,  and (iii) the Current  Market  Price.   If  the
consideration  to be offered, paid or received pursuant to  either  of  the
foregoing  clauses (i) or (ii) shall be other than in cash,  the  value  of
such  consideration  shall be determined in good faith  by  an  independent
nationally  recognized  investment banking firm  jointly  selected  by  the
Grantee  and the Company, which determination shall be conclusive  for  all
purposes of this Agreement.

          "Authorization"  shall  mean  any  and  all  permits,   licenses,
authorizations,  orders  certificates,  registrations  or  other  approvals
granted by any Governmental Entity.

          "Beneficial Ownership," "Beneficial Owner" and "Beneficially Own"
shall  have the meanings ascribed to them in Rule 13d-3 under the  Exchange
Act.

          "Business   Combination   Transaction"   shall   mean    (i)    a
consolidation, exchange of shares or merger of the Company with any Person,
other  than the Grantee or one of its subsidiaries, and, in the case  of  a
merger,  in  which  the  Company shall not be the continuing  or  surviving
corporation,  (ii) a merger of the Company with a Person,  other  than  the
Grantee  or  one  of its Subsidiaries, in which the Company  shall  be  the
continuing  or surviving corporation but the then outstanding Shares  shall
be  changed into or exchanged for stock or other securities of the  Company
or  any other Person or cash or any other property or the shares of Company
Common  Stock outstanding immediately before such merger shall  after  such
merger  represent  less  than 70% of the common  shares  and  common  share
equivalents  of  the Company outstanding immediately after  the  merger  or
(iii)  a  sale,  lease  or other transfer of all or substantially  all  the
assets  of the Company to any Person, other than the Grantee or one of  its
Subsidiaries.

          "Business Day" shall mean a day other than Saturday, Sunday or  a
federal holiday.

          "Call Consideration" shall have the meaning ascribed to such term
in Section 5 herein.

          "Call  Date"  shall have the meaning ascribed  to  such  term  in
Section 5 herein.



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<PAGE>
          "Call  Period" shall have the meaning ascribed to  such  term  in
Section 5 herein.

            "Closing"  shall  have the meaning ascribed  to  such  term  in
Section 2 herein.

          "Closing  Date" shall have the meaning ascribed to such  term  in
Section 2 herein.

          "Current Market Price" shall mean, as of any date, the average of
the  closing prices (or, if such securities should not trade on any trading
day,  the average of the bid and asked prices therefor on such day) of  the
Shares as reported on the New York Stock Exchange Composite Tape during the
ten  consecutive  trading days ending on (and including)  the  trading  day
immediately prior to such date or, if the Shares are not quoted thereon, on
The  Nasdaq Stock Market or, if the Shares are not quoted thereon,  on  the
principal  trading  market (as defined in Regulation M under  the  Exchange
Act)  on  which  such shares are traded as reported by a recognized  source
during such ten Business Day period.

          "Exercise Event" shall have the meaning ascribed to such term  in
Section 2(c).

          "Exercise Notice" shall have the meaning ascribed to such term in
Section 2(d) herein.

          "Exercise Price" shall have the meaning ascribed to such term  in
Section 2 herein.

           "Law" shall mean all laws, statutes and ordinances of the United
States,  any  state of the United States, any foreign country, any  foreign
state  and  any political subdivision thereof, including all  decisions  of
Governmental Entities having the effect of law in each such jurisdiction.

          "Lien"  shall  mean  any  mortgage,  pledge,  security  interest,
adverse  claim,  encumbrance, lien or charge of  any  kind  (including  any
agreement  to  give any of the foregoing), any conditional  sale  or  other
title retention agreement, any lease in the nature thereof or the filing of
or  agreement  to  give  any financing statement  under  the  Laws  of  any
jurisdiction.

          "Merger Agreement" shall mean that certain Agreement and Plan  of
Merger  dated as of the date hereof among the Company, Grantee  and  Merger
Subsidiary.

          "Notice  Date" shall have the meaning ascribed to  such  term  in
Section 2 herein.

          "Notional Total Profit" shall mean, with respect to any number of
Option  Shares as to which the Grantee may propose to exercise the  Option,
the  Total Profit determined as of the date of the Exercise Notice assuming
that  the  Option  were exercised on such date for such  number  of  Option
Shares  and  assuming such Option Shares, together with  all  other  Option
Shares  held by the Grantee and its Affiliates as of such date,  were  sold
for  cash  at  the closing market price for the Shares as of the  close  of
business   on   the   preceding  trading  day  (less  customary   brokerage
commissions) and including all amounts theretofore received or concurrently

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<PAGE>
being  paid to the Grantee pursuant to clauses (i), (ii) and (iii)  of  the
definition of Total Profit.

          "Option" shall mean the option granted by the Company to  Grantee
pursuant to Section 2 herein.

          "Option  Shares" shall have the meaning ascribed to such term  in
Section 2 herein.

          "Option  Term" shall have the meaning ascribed to  such  term  in
Section 2 herein.

          "Order"  shall  mean  any  judgment,  order  or  decree  of   any
Governmental Entity.

          "Profit Cap" shall mean $140 million.

          "Put  Consideration" shall have the meaning ascribed to such term
in Section 4 herein.

          "Put  Date"  shall  have the meaning ascribed  to  such  term  in
Section 4 herein.

          "Put  Period"  shall have the meaning ascribed to  such  term  in
Section 4 herein.

          "Put  Right"  shall have the meaning ascribed  to  such  term  in
Section 4 herein.

          "Registration  Expenses" shall mean the expenses associated  with
the  preparation  and  filing  of any registration  statement  pursuant  to
Section  6 herein and any sale covered thereby (including any fees  related
to  blue  sky  qualifications and filing fees in respect  of  the  National
Association  of  Securities  Dealers,  Inc.),  but  excluding  underwriting
discounts or commissions or brokers' fees in respect to shares to  be  sold
by the Grantee and the fees and disbursements of the Grantee's counsel.

          "Registration  Period"  shall  mean  the  period  of  two   years
following the first exercise of the Option by the Grantee.

          "Regulation"   shall  mean  any  rule  or   regulation   of   any
Governmental  Entity having the effect of Law or of any rule or  regulation
of any self-regulatory organization, such as the NYSE.

          "Total Profit" shall mean the aggregate (before income taxes)  of
the  following:  (i)  all  amounts  to  be  received  by  the  Grantee   or
concurrently  being  paid to the Grantee pursuant  to  Section  4  for  the
repurchase  of all or part of the unexercised portion of the  Option,  (ii)
(A) the amounts to be received by the Grantee or concurrently being paid to
the  Grantee pursuant to the sale of Option Shares (or any other securities
into  which such Option Shares are converted or exchanged), including sales
made  pursuant to a registration statement under the Securities Act or  any
exemption therefrom, less (B) aggregate Exercise Price paid by the  Grantee
for  such Option Shares and (iii) all amounts received by the Grantee  from
the  Company or concurrently being paid to the Grantee pursuant to  Section
5.11 of the Merger Agreement.


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<PAGE>
          "Unexercised  Option  Shares" shall  mean,  from  and  after  the
Exercise Date until the expiration of the Option Term, those Option  Shares
as to which the Option remains unexercised from time to time.




















































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