<PAGE>

                                                                    EXHIBIT 10.1

                            HOB ENTERTAINMENT, INC.
                              AMENDED AND RESTATED
                             1993 STOCK OPTION PLAN

                                   ARTICLE I

                    PURPOSE; ADMINISTRATION; PARTICIPATION

     Section 1.1   Purpose.  The purpose of the HOB Entertainment, Inc. 1993
                   -------
Stock Option Plan (the "Plan") is to strengthen HOB Entertainment, Inc. (the
"Company") by providing a means of attracting and retaining competent personnel
by extending to participating directors, officers, other employees and
consultants of the Company and its Subsidiaries (as hereinafter defined), added
long-term incentives for high levels of performance and for unusual efforts
designed to improve the financial performance of the Company.  It is intended
that this purpose be achieved through the opportunity for ownership of shares of
common stock, $.0001 par value per share (the "Common Stock"), of the Company
and the potential benefits of stock appreciation.  It is further intended that
pursuant to this Plan the Committee (as defined herein) may grant either
incentive stock options, as defined in Section 422 of the Internal Revenue Code
of 1986 (the "Code"), or nonqualified stock options.

     Section 1.2   Administration.  The Plan shall be administered either by the
                   --------------
full Board of Directors of the Company or by a committee selected by the Board
of Directors of the Company which shall be comprised of at least two (2) or more
directors (in either case the administering body being referred to herein as the
"Committee").  If any equity security of the Company is registered under Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
if the Plan is administered by a Committee consisting of less than the full
Board of Directors, each of the directors comprising the Committee shall be a
"non-employee director," as defined in Rule 16b-3(b)(3), promulgated under the
Exchange Act.

          Subject to the express provisions of the Plan, the Committee shall
determine from the eligible class those individuals to whom incentive stock
options or nonqualified stock options under the Plan shall be granted (the
"Optionees"), the terms and provisions of the respective agreements (which need
not be identical) evidencing such options, the times at which options shall be
granted, and the number of shares of Common Stock subject to each option.  In
addition, subject to the express provisions of the Plan, the Committee shall
have the authority to construe and interpret the Plan, to define the terms used
in the Plan, to prescribe, amend and rescind rules and regulations relating to
the administration of the Plan, to determine the duration and purposes of leaves
of absence which may be granted to participants without constituting a
termination of their employment or directorship (as applicable) for purposes of
the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan.  The determinations of the Committee on all matters
referred to in this Plan shall be conclusive.  Notwithstanding anything in this
Plan to the contrary, if the Plan is
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administered by a Committee consisting of less than the full Board of Directors,
the full Board of Directors of the Company shall nevertheless determine whether
any member of the Committee shall be granted nonqualified stock options under
the Plan, the terms and provisions of the respective agreements evidencing such
options, the times at which such options shall be granted, and the number of
shares of Common Stock subject to each such option and shall make all
determinations under the Plan with respect to such options (which determinations
of the Board of Directors shall be conclusive).

     Section 1.3   Participation.  Directors, officers, other employees and
                   -------------
consultants of the Company and its Subsidiaries shall be eligible for selection
to participate in the Plan upon approval by the Committee.  Directors and
consultants who are not employees of either the Company or any Subsidiary are
not eligible to receive Incentive Stock Options (as hereinafter defined) under
the Plan.  For purposes of the Plan, the term "Subsidiary" shall have the
meaning set forth in Section 424(f) of the Code.

     Section 1.4   Stock Subject to the Plan.  Subject to adjustment as provided
                   -------------------------
in Section 3.1 hereof, the stock issuable under the Plan shall consist of
   -----------
treasury shares or authorized but unissued Common Stock.  The aggregate number
of shares of Common Stock to be issued upon exercise of all options granted
under the Plan shall not exceed 11,500,166 shares, subject to adjustment as set
forth in Section 3.1 hereof.  If any option granted hereunder shall lapse or
         -----------
terminate for any reason without having been fully exercised, the shares subject
thereto shall again be available for issuance under the Plan.  The maximum
number of shares of Common Stock subject to options granted under the Plan to an
eligible individual in any calendar year may not exceed 4,000,000 shares.

                                  ARTICLE II

                                 STOCK OPTIONS

     Section 2.1   Grant and Option Price.
                   ----------------------

            (a)    The Committee may grant one or more options to any eligible
individual for such number of shares of Common Stock as the Committee shall
determine.  Options granted under the Plan shall be granted within ten (10)
years from the effective date of the Plan.  Such options may be intended to
qualify as Incentive Stock Options or, in the Committee's discretion,
nonqualified stock options.  All options shall be subject to the terms and
conditions set forth in the Plan and such other terms and conditions established
by the Committee as are not inconsistent with the purposes and provisions of the
Plan.

            (b)    The purchase price per share of Common Stock subject to each
option shall be determined by the Committee and set forth in the Option
Agreement (as hereinafter defined); provided, however, that the purchase price
                                    --------  -------
per share of Common Stock subject to an "incentive stock option" within the
meaning of Section 422 of the Code ("Incentive Stock Option") shall be
determined in accordance with Section 2.10 and
                              ------------

                                       2
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the purchase price per share of stock subject to a nonqualified stock option
granted after January 17, 1997 shall not be less than eighty-five percent (85%)
of the Fair Market Value of the Common Stock on the date of grant.

     Section 2.2   Stock Option Agreement.  Each option granted pursuant to the
                   ----------------------
Plan shall be evidenced by a Stock Option Agreement ("Option Agreement") in such
form and containing such terms and conditions as the Committee shall determine
including, without limitation, an express designation of each option as either
an Incentive Stock Option or nonqualified stock option.

     Section 2.3   Option Term.  Except as otherwise provided herein, each
                   -----------
option and all rights or obligations thereunder shall expire on such date as the
Committee shall determine, but not later than the tenth anniversary of the date
on which the option is granted, and shall be subject to earlier termination as
herein provided.

     Section 2.4   Vesting Of Options.  Each option granted under this Plan by
                   ------------------
its terms shall require the Optionee to remain in the continuous service of the
Company or one of its Subsidiaries for such period of time, if any, from the
date of grant of the option before the right to exercise any part of the option
will accrue as the Committee may determine at the time of granting such option.

     Section 2.5   Exercise of Options.  Each option shall become exercisable as
                   -------------------
the Committee shall determine.  The Committee shall also determine the purchase
price payment methods available to an Optionee upon exercise of an option, which
methods shall be set forth in the Optionee's Option Agreement.  The Committee
may determine and an Option Agreement may provide that options may be exercised
by payment of the purchase price in cash, by delivery of the equivalent Fair
Market Value (as herein defined) of Common Stock or, if the Company's Common
Stock is registered under the Exchange Act, by a "cashless exercise" procedure
in which an Optionee is permitted to exercise an option by arranging with the
Company and his or her broker to deliver the appropriate purchase price from the
concurrent market sale of the acquired shares, or a combination of the
foregoing.  An Optionee's withholding tax due upon exercise of a nonqualified
stock option must be satisfied by a cash payment or, if the Committee shall
determine to permit and the Option Agreement shall so provide, the retention
from the exercise of a number of shares of Common Stock with a Fair Market Value
equal to the required withholding tax.

          In addition, with respect to the exercise of any nonqualified stock
option, the Committee shall advise the Optionee, upon receipt of notice of
intent to exercise such option, of the income tax withholding consequences to
such Optionee of such exercise, the amount of the appropriate withholding tax
and any other payments due by reason thereof.  Such Optionee must satisfy all of
the preceding payment requirements in order to receive stock upon exercise of
such option.  No option shall be exercisable except in respect of whole shares
of Common Stock.

                                       3
<PAGE>

     Section 2.6   Restrictions on Exercise.  No option granted hereunder may be
                   ------------------------
exercised until a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the Common Stock issuable upon
exercise of such option has been filed with, and declared effective by, the
Securities and Exchange Commission (the "Commission"), and there is available
for delivery a prospectus meeting the requirements of Section 10 of the
Securities Act, or until the Committee has determined that the issuance of
Common Stock upon such exercise is exempt from the registration and prospectus
requirements of the Securities Act.

     Section 2.7   Non-Transferability of Options.  An Incentive Stock Option
                   ------------------------------
granted under the Plan shall, by its terms, be non-transferable by the Optionee
other than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee.  A nonqualified
stock option granted under the Plan shall be non-transferable by the Optionee
other than by will or the laws of descent and distribution or, if determined by
the Committee and provided in the Option Agreement, by transfer to an immediate
member of the Optionee's family, a family trust, or a charitable organization.

     Section 2.8   Termination of Relationship. Each option shall be exercisable
                   ---------------------------
during such period as is provided under the terms of the governing Option
Agreement but in no event shall an option be exercisable after the expiration of
ten (10) years from the date of grant. After termination (due to resignation,
death, disability or otherwise) of employment, directorship or service, as
applicable, (i) Incentive Stock Options shall be exercisable (to the extent
exercisable at the date of termination) for the periods, and in accordance with
the terms, set forth in the respective governing Option Agreements which shall
not exceed the periods permitted under Section 422 of the Code, and (ii)
nonqualified stock options shall be exercisable (to the extent exercisable at
the date of termination) for the periods, and in accordance with the terms, set
forth in the respective governing Option Agreements. Subject to the limitations
contained in this Plan and in the Optionee's Option Agreement, if an Optionee
dies, his or her option shall be exercisable by his or her estate.

     Section 2.9  Issuance of Stock Certificates.  Upon exercise of an option,
                  ------------------------------
the person exercising the option shall be entitled to one (1) or more stock
certificates evidencing the shares acquired upon such exercise.

     Section 2.10  Limitation on Grant of Incentive Stock Options.
                   ----------------------------------------------

            (a)    The purchase price per share of Common Stock subject to an
Incentive Stock Option shall not be less than 100% of the Fair Market Value (as
hereinafter defined) of the Common Stock on the date of grant of such Option.
For purposes of the Plan, the term "Fair Market Value" on any date shall mean:
(i) if the Common Stock is listed or admitted to trade on a national securities
exchange, the closing price of the Common Stock on the Composite Tape, as
published in the Wall Street Journal, of the principal national securities
exchange on which the Common Stock is so

                                       4
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listed or admitted to trade, on such date or, if there is no trading of the
Common Stock on such date, then the closing price of the Common Stock as quoted
on such Composite Tape on the next preceding date on which there was trading in
such shares; (ii) if the Common Stock is not listed or admitted to trade on a
national securities exchange, the closing or last price of the Common Stock on
such date, as furnished by the National Association of Securities Dealers, Inc.
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information; or (iii) if the Common Stock is not listed or admitted to trade on
a national securities exchange and if closing or last prices for the Common
Stock are not so furnished through NASDAQ or a similar organization, the values
established by the Committee for purposes of granting options under the Plan.

            (b)    If an Optionee owns (subject to applicable owner-ship
attribution rules of Section 424(d) of the Code and the regulations promulgated
thereunder) Common Stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any Parent
(as such term is defined in Section 424(e) of the Code) or Subsidiary at the
time an Incentive Stock Option is granted, then (i) the purchase price per share
of Common Stock subject to such Incentive Stock Option shall not be less than
one hundred ten percent (110%) of the Fair Market Value of the Common Stock on
the date of grant of the Incentive Stock Option, and (ii) the Incentive Stock
Option shall not be exercisable after the date five (5) years subsequent to the
date on which such Incentive Stock Option is granted.

            (c)    The aggregate Fair Market Value (determined at the time an
option is granted) of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by an Optionee during any calendar year
(under all such plans of the individual's employer corporation and its Parent
and Subsidiary corporations) shall not exceed $100,000. In the event the limits
of this Section 2.10 would otherwise be exceeded, the Optionee may still
        ------------
exercise his options, but such option, to the extent of such excess, shall be
deemed to be a nonqualified stock option.

            (d)    The Board shall impose any other limitations on the terms and
conditions of Incentive Stock Options granted under the Plan required in order
that such options qualify as Incentive Stock Options under Section 422 of the
Code.

                                  ARTICLE III

                               OTHER PROVISIONS

     Section 3.1   Adjustments Upon Changes in Capitalization.  If a stock
                   ------------------------------------------
dividend or stock split is hereafter declared upon the Common Stock, the number
of shares of Common Stock then subject to any option and the number of shares
reserved for issuance under the Plan but not yet covered by an option shall be
adjusted by adding to each such share the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the stockholders entitled to receive such stock dividend or stock
split.  If the outstanding shares of Common Stock are changed

                                       5
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into or exchanged for a different number or kind of security of the Company or
of another corporation (subject to Section 3.2 hereof), whether through
                                   -----------
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation, then there shall be substituted for each share of Common Stock
subject to any such option and for each share of Common Stock reserved for
issuance pursuant to the Plan but not yet covered by an option, the number and
kind of securities into which each outstanding share of Common Stock shall be so
changed or for which each such share shall be exchanged. If there is any
change, other than as specified above in this Section 3.1, in the number or kind
                                              -----------
of outstanding shares of Common Stock or of any other securities into which
Common Stock shall have been changed or for which it shall have been exchanged,
then if the Committee in its sole discretion determines that such change
equitably requires an adjustment in the number or kind of shares theretofore
reserved for issuance under the Plan but not yet covered by an option and of the
shares then subject to an option or options, such adjustment shall be made by
the Committee and shall be effective and binding for all purposes of the Plan
and of each Option Agreement.  In the case of any such substitution or
adjustment pursuant to this Section 3.1, the option price set forth in each
                            -----------
Option Agreement for each share covered thereby prior to such substitution or
adjustment will be the option price for all shares of stock or other securities
which shall have been substituted for such share or to which such adjustment
provided for in this Section 3.1 shall be made in accordance with Section 424(a)
                     -----------
of the Code.  No adjustment or substitution provided for in this Section 3.1
                                                                 -----------
shall require the Company in any Option Agreement to sell a fractional share,
and the total substitution or adjustment with respect to each Option Agreement
shall be limited accordingly.  Notwithstanding the provisions of this Section
                                                                      -------
3.1 or Section 3.2, the Committee shall have the authority to grant individual
---    -----------
Optionees additional adjustment rights and/or rights in the event of a change of
control, or to further limit such adjustment rights and/or rights in the event
of a change of control, which rights, to the extent granted or restricted, shall
be evidenced in such Optionee's Option Agreement.

     Section 3.2   Change of Control.
                   -----------------

            (a)    A "Change of Control" for purposes of this Plan shall mean:
(i) the acquisition by a single entity or group of affiliated entities of more
than 50% of the Common Stock issued and outstanding immediately prior to such
acquisition; or (ii) the dissolution or liquidation of the Company or the
consummation of any merger or consolidation of the Company or any sale or other
disposition of all or substantially all of its assets, if the stockholders of
the Company immediately before such transaction own, immediately after
consummation of such transaction, equity securities (other than options and
other rights to acquire equity securities) possessing less than 50% of the
voting power of the surviving or acquiring corporation. All adjustments under
this Section shall be made by the Committee, whose determination as to what
adjustments shall be made and the extent thereof shall be final, binding and
conclusive for all purposes of the Plan and of each Option Agreement.

                                       6
<PAGE>

            (b)    Change of Control with Provision Being Made Therefor.  If in
                   ----------------------------------------------------
connection with a Change of Control a written provision is made for the
assumption and continuance of any option granted under the Plan, or the
substitution for such option of a new option covering the shares of the
successor employer corporation, with appropriate adjustment as to the number and
kind of shares and prices, the option granted under the Plan, or the new option
substituted therefor, as the case may be, shall continue in the manner and under
the terms provided.

            (c)    Change of Control Without Provision Being Made Therefor. If
                   -------------------------------------------------------
no written provision is made in connection with a Change of Control for the
continuance and assumption of any option granted under the Plan or for the
substitution of any option covering the shares of the successor employer
corporation, then, subject to the limitations of Section 2.10 hereof, the holder
                                                 ------------
of any such option shall be entitled, prior to the effective date of any such
Change of Control, to purchase the full number of shares not previously
exercised under such option, without regard to the periods and installments of
exercisability made pursuant to Sections 2.4 and 2.5 if (and only if) such
                                --------------------
option has not at that time expired or been terminated, failing which purchase,
any unexercised portion shall be deemed canceled as of the effective date of
such Change of Control.

     Section 3.3   Continuation of Service. Nothing contained in the Plan (or in
                   -----------------------
any option granted pursuant to the Plan) shall confer upon any employee,
director or consultant any right to continue in the service of the Company or
any Subsidiary or constitute any contract or agreement of employment or
interfere in any way with the right of the Company or any Subsidiary to reduce
any person's compensation from the rate in existence at the time of the granting
of an option or to terminate such person's employment. Nothing contained herein
or in any Option Agreement shall affect any other contractual rights of an
employee, director or consultant.

     Section 3.4   Mandatory Participation upon Sale of the Company.
                   ------------------------------------------------
Notwithstanding anything to the contrary contained in the Plan, in the event a
majority of the Board of Directors and the holders of a majority of the
Company's shares of Class D Preferred Stock, $.01 par value (the "Class D
Preferred Stock"), then outstanding approve a Qualified Sale (as defined below),
the holders of shares of Common Stock obtained through the exercise of options
granted under the Plan will consent to and raise no objections against the
Qualified Sale of the Company, and if the Qualified Sale of the Company is
structured as a sale of stock, the holders of shares of Common Stock obtained
through the exercise of options granted under the Plan will agree to sell all of
their shares of Common Stock on the terms and conditions approved by the Board
of Directors and the holders of a majority of the Class D Preferred Stock then
outstanding. The holders of shares of Common Stock obtained through the exercise
of options granted under the Plan will take or cause to be taken all necessary
and desirable actions in connection with the consummation of the Qualified Sale
of the Company. A "Qualified Sale" shall mean the sale of the Company to an
independent third party (whether by merger, share exchange, consolidation,
recapitalization, sale of all or substantially all of

                                       7
<PAGE>

its assets or sale of all or not less than 85% of the equity and voting
interests in the Company) in which the aggregate consideration to be paid in the
transaction to the stockholders or the Company (but only to the extent that such
consideration to be paid to the Company would be available for distribution to
the stockholders after payment of all liabilities and obligations of the
Company, including, but not limited to, change of control payments, all as
determined in good faith by the Company's Board of Directors) has a fair market
value as determined in good faith by the Company's Board of Directors as of the
date definitive documents relating to the sale are executed of at least $2.40
per share of Common Stock on a fully diluted basis (assuming the conversion or
exercise of all securities convertible into or exercisable for Common Stock). A
transaction shall not be deemed a "Qualified Sale" unless each of the following
conditions are also satisfied: (i) upon the consummation of the Qualified Sale,
all of the holders of Preferred Stock and Common Stock will receive the same
form and amount of consideration per share of Preferred Stock and Common Stock,
or if any holders are given an option as to the form and amount of consideration
to be received, all holders will be given the same option; (ii) any
indemnification obligation will be limited to the purchase price received by
each holder of Preferred Stock or Common Stock; (iii) no holder of Preferred
Stock or Common Stock will be obligated to make directly representations or
warranties that do not relate directly to it (it being understood, however, that
this clause (iii) shall not limit or restrict any indemnification obligation
related to the Company's representations and warranties that complies with
clause (ii) above); and (iv) under the terms of the transaction, all holders of
other exercisable rights to acquire shares of Common Stock or Preferred Stock
will be presented at least one of the following alternatives: (A) to exercise
such rights (or, in the case of warrants, to convert such warrants into shares
on a cashless basis, to the extent permitted by the terms thereof) prior to the
consummation of the Qualified Sale and participate in such sale as holders of
Common Stock, (B) upon the consummation of the Qualified Sale, to receive in
exchange for such rights consideration equal to the amount determined by
multiplying (1) the same amount of consideration per share of Common Stock or
Preferred Stock received by the holders of Common Stock or Preferred Stock in
connection with the Qualified Sale less the exercise price (per share of Common
Stock or Preferred Stock, as applicable) of such rights to acquire Common Stock
or Preferred Stock by (2) the number of shares of Common Stock or Preferred
Stock represented by such rights, or (C) if agreeable to the acquiror, to permit
the acquiror to assume and continue the rights of all holders of rights to
acquire shares of Common Stock and Preferred Stock, or substitute for such
rights substantially similar securities of the acquiror, with appropriate
adjustment as to the number and kind of securities and prices, existing rights,
or new securities substituted therefor, as the case may be. In determining
whether the amount of consideration to be paid in the transaction has a fair
market value of at least $2.40 per share, no reduction shall be made for amounts
to be deposited in escrow or which are subject to holdback or offset. If the
consideration to be paid by the acquiror in connection with a Qualified Sale
includes securities or other property which do not have a readily ascertainable
fair market value, and holders of 30% or more of the Company's Class A Preferred
Stock, Class B Preferred Stock, Class C Preferred Stock and Class D Preferred
Stock (on an as-converted basis) notify the Company, within 10 days after
receipt of the Company's fair market value

                                       8
<PAGE>

determination, of their reasonable belief that the fair market value of such
consideration to be paid in the transaction is less than $2.40 per share of
Common Stock on a fully diluted basis, then the determination of fair market
value shall be made by a nationally recognized investment banking firm selected
by the Company. For purposes of this paragraph, an "independent third party" is
any person other than a person who is the "beneficial owner" (within the meaning
of Rule 13d-3 under the Exchange Act) of 10% or more of the Common Stock,
assuming conversion of all shares of Preferred Stock into Common Stock, or any
"affiliate" or "associate" (each within the meaning of Rule 12b-2 under the
Exchange Act) of such beneficial owner.

     If the Company or the holders of the Company's securities enter into any
negotiation or transaction for which Rule 506 (or any similar rule then in
effect) promulgated by the Securities and Exchange Commission may be available
with respect to such negotiation or transaction (including a merger,
consolidation or other reorganization), each holder of options or shares of
Common Stock obtained through the exercise of options granted under the Plan
that is not an "accredited investor," as defined in Rule 501 under Regulation D
under the Securities Act, will, at the request of the Company, appoint a
purchaser representative (as such term is defined in Rule 501) reasonably
acceptable to the Company.  If any such holder of options or shares of Common
Stock obtained through the exercise of options granted under the Plan appoints
the purchaser representative designated by the Company, the Company will pay the
fees of such purchaser representative, but if such holder declines to appoint
the purchaser representative designated by the Company such holder will appoint
another purchaser representative (reasonably acceptable to the Company), and
such holder will be responsible for the fees of the purchaser representative so
appointed.

     The provisions of this Section 3.4 will terminate upon the first to occur
of (i) the merger or consolidation of the Company into a new surviving company
and the holders of the Company's outstanding voting securities immediately prior
to the merger or consolidation own less than a majority of the ordinary voting
power to elect directors of the new surviving company (on a fully-diluted basis)
or (ii) a sale of all, or substantially all, of the Company's assets to a third
party in any transaction or series of related transactions.


     Section 3.5   Amendment and Termination. The Board may at any time suspend,
                   -------------------------
amend or terminate the Plan. The amendment, suspension or termination of the
Plan shall not, without the consent of the Optionee, alter or impair any rights
or obligations under any option theretofore granted under the Plan. If any
amendment to the Plan would (a) increase the number of shares of Common Stock
which may be issued under the Plan, (b) materially modify the requirements as to
eligibility for participation in the Plan, or (c) effect any other change
requiring stockholder approval under Section 422 of the Code, then such
amendment shall be approved by the stockholders of the Company.

                                       9
<PAGE>

     Section 3.6   Modification, Extension and Renewal of Options.  Within the
                   ----------------------------------------------
limitations of the Plan, the Committee may modify, extend or renew outstanding
options or may accept the cancellation of outstanding options (to the extent not
previously exercised) in exchange for the granting of new options in
substitution therefor.  Notwithstanding the foregoing, no modification of an
option shall, without the consent of the Optionee, alter or impair the
Optionee's rights or obligations under such option.

     Section 3.7   Time of Grant and Exercise.  The granting of an option
                   --------------------------
pursuant to the Plan shall take place at the time of the Committee's action;

provided, however, that if the appropriate resolutions of the Committee indicate
--------  -------
that an option is to be granted as of and at some future date, the date of grant
shall be such future date.  An option shall be deemed to be exercised when the
Secretary of the Company receives written notice of such exercise from the
person entitled to exercise the option together with payment of the purchase
price made in accordance with Section 2.5 of this Plan.
                              -----------

     Section 3.8   Privileges of Stock Ownership; Non-Distributive Intent.  The
                   ------------------------------------------------------
holder of an option shall not be entitled to the privilege of stock ownership as
to any shares of Common Stock not actually issued and delivered to the holder.
Subject to the provisions of Section 2.6 hereof, upon exercise of an option at
                             -----------
a time when there is not in effect under the Securities Act a registration
statement relating to the Common Stock issuable upon exercise of such option and
not available for delivery a prospectus meeting the requirements of Section
10(a)(3) of the Securities Act, the Optionee shall represent and warrant in
writing to the Company that, inter alia, the shares of Common Stock purchased
are being acquired for investment and not with a view to the resale or
distribution thereof.  No shares of Common Stock shall be issued upon the
exercise of any option unless and until there shall have been compliance with
any then applicable requirements of the Commission, other regulatory agencies
having jurisdiction and any exchanges upon which securities subject to the
option may be listed.

     Section 3.9   Effective Date of the Plan; Expiration.  The Plan was adopted
                   --------------------------------------
effective June 16, 1993.  Unless previously terminated by the Board, the Plan
shall expire at the close of business on June 15, 2003, and no option shall be
granted under it thereafter, but such expiration shall not affect any option
theretofore granted.

     Section 3.10  Governing Law.  The Plan and the options issued hereunder
                   -------------
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware applicable to contracts made and performed within that
State.

     Section 3.11  No Liability for Good Faith Determinations.  Neither the
                   ------------------------------------------
members of the Board of Directors nor any member of the Committee shall be
liable for any act, omission or determination taken or made in good faith with
respect to the Plan or any option granted under it.

     Section 3.12  Execution of Receipts and Releases.  Any payment or any
                   ----------------------------------
issuance or transfer of shares of Common Stock to the Optionee, or to his or her
legal

                                       10
<PAGE>

representative, heir, legatee or distributee in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of all
claims of such persons hereunder.  The Board of Directors may require any
Optionee, legal representative, heir, legatee or distributee, as a condition
precedent to such payment, to execute a release and receipt therefor in such
form as it shall determine.

     Section 3.13  No Guarantee of Interests.  Neither the Board of Directors
                   -------------------------
nor the Company guarantees the Common Stock of the Company from loss or
depreciation.

     Section 3.14  Company Records.  Records of the Company or any Subsidiary
                   ---------------
regarding an Optionee's period of employment, termination of employment and the
reason therefor, leaves of absence, re-employment and other matters shall be
conclusive for all purposes hereunder, unless determined by the Board of
Directors to be incorrect.

     Section 3.15  Severability.  In the event any provision of this Plan shall
                   ------------
be held to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions hereof, but shall be fully severable
and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included herein.

     Section 3.16  Notice.  Whenever any notice is required or permitted
                   ------
hereunder, such notice must be in writing and personally delivered or sent by
mail.  Except as otherwise provided in Section 3.6 of this Plan, any notice
                                       -----------
required or permitted to be delivered hereunder shall be deemed to be delivered
on the date on which it is personally delivered or, whether actually received or
not, on the third (3rd) business day after it is deposited in the United States
mail, certified or registered, postage pre-paid, addressed to the person who is
to receive it at the address which such person has theretofore specified by
written notice delivered in accordance herewith.

     Section 3.17  Waiver of Notices.  Any person entitled to notice hereunder
                   -----------------
may waive such notice.

     Section 3.18  Successors.  The Plan shall be binding upon the Optionee, his
                   ----------
heirs, legatees and legal representatives, and upon the Company, its successors
and assigns.

     Section 3.19  Headings.  The titles and headings of articles and sections
                   --------
are included for convenience of reference only and are not to be considered in
construction of the provisions hereof.

     Section 3.20  Word Usage.  Words used in the masculine shall apply to the
                   ----------
feminine where applicable and, wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.

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