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                                                                    Exhibit 10.1

                                                            Amended and Restated
                                                                February 8, 2000

                          DATAWARE TECHNOLOGIES, INC.

                             EQUITY INCENTIVE PLAN
                           (as Amended and Restated)

     This Equity Incentive Plan (the "Plan") constitutes an amendment and
restatement of the Dataware Technologies, Inc. 1993 Equity Incentive Plan, and
incorporates the former Dataware Technologies, Inc. 1988 Stock Option Plan and
1993 Director Stock Option Plan (the "Merged Plans"), which have been merged
into this Plan.  The rights and privileges of holders of outstanding options or
rights under the Merged Plans shall not be adversely affected by such merger or
restatement.

Section 1.  Purpose
            -------

     The purpose of the Plan is to attract and retain key employees and
directors and consultants of the Company and its Affiliates, to provide an
incentive for them to achieve long-range performance goals, and to enable them
to participate in the long-term growth of the Company.

Section 2.  Definitions
            -----------

     "Affiliate" means any business entity in which the Company owns directly or
indirectly 50% or more of the total combined voting power or has a significant
financial interest as determined by the Committee.

     "Award" means any Option, Stock Appreciation Right, Performance Share,
Restricted Stock, Stock Unit or Other Stock-Based Award awarded or granted under
the Plan.

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

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor to such Code.

     "Committee" means a committee of not less than two members of the Board
appointed by the Board to administer the Plan, each of whom is a "Non-Employee
Director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 or any successor provision, as applicable to the Company at the time ("Rule
16b-3").

     "Common Stock" or "Stock" means the Common Stock, $0.01 par value, of the
Company.

     "Company" means Dataware Technologies, Inc.

     "Designated Beneficiary" means the beneficiary designated by a Participant,
in a manner determined by the Committee, to receive amounts due or exercise
rights of the Participant in the
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event of the Participant's death. In the absence of an effective designation by
a Participant, "Designated Beneficiary" shall mean the Participant's estate.

     "Effective Date" means May 19, 1993.

     "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.

     "Incentive Stock Option" means an option to purchase shares of Common Stock
awarded to a Participant under Section 6 that is intended to meet the
requirements of Section 422 of the Code or any successor provision.

     "Nonstatutory Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant that is not intended to be an Incentive Stock
Option.

     "Option" means an Incentive Stock Option or a Nonstatutory Stock Option.

     "Other Stock-Based Award" means an Award, other than an Option, Stock
Appreciation Right, Performance Share, Restricted Stock or Stock Unit, having a
Common Stock element and awarded to a Participant under Section 11.

     "Outside Director" means a member of the Board who is not an employee of
the Company or any Affiliate.

     "Participant" means a person who receives an Award under the Plan.

     "Performance Cycle" or "Cycle" means the period of time selected by the
Committee during which performance is measured for the purpose of determining
the extent to which an award of Performance Shares has been earned.

     "Performance Shares" mean shares of Common Stock, which may be earned by
the achievement of performance goals, awarded to a Participant under Section 8.

     "Reporting Person" means a person subject to Section 16 of the Securities
Exchange Act of 1934 or any successor provision.

     "Restricted Period" means the period of time during which an Award may be
forfeited to the Company pursuant to the terms and conditions of such Award.

     "Restricted Stock" means shares of Common Stock subject to forfeiture
awarded to a Participant under Section 9.

     "Stock Appreciation Right" or "SAR" means a right to receive any excess in
value of shares of Common Stock over the exercise price awarded to a Participant
under Section 7.

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     "Stock Unit" means an award of Common Stock or units that are valued in
whole or in part by reference to, or otherwise based on, the value of Common
Stock, awarded to a Participant under Section 10.

Section 3.  Administration
            --------------

     The Plan shall be administered by the Committee, provided that the Board
may in any instance perform any of the functions of the Committee.  The
Committee shall have authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time consider advisable, and to interpret the provisions of the
Plan.  The Committee's decisions shall be final and binding.  To the extent
permitted by applicable law, the Committee may delegate to one or more executive
officers of the Company the power to make Awards to Participants who are not
Reporting Persons and all determinations under the Plan with respect thereto,
provided that the Committee shall fix the maximum amount of such Awards for all
such Participants and a maximum for any one Participant.

Section 4.  Eligibility
            -----------

     All employees and, in the case of Awards other than Incentive Stock
Options, directors and consultants of the Company or any Affiliate, capable of
contributing significantly to the successful performance of the Company, other
than a person who has irrevocably elected not to be eligible, are eligible to be
Participants in the Plan.  Incentive Stock Options may be granted only to
persons eligible to receive such Options under the Code.

Section 5.  Stock Available for Awards
            --------------------------

     (a) Subject to adjustment under subsection (b), Awards may be made under
the Plan for up to 3,500,000 shares of Common Stock, provided that no more than
10% of the maximum number of shares authorized from time to time to be issued
hereunder may be granted as Restricted Stock for consideration less than 100% of
the Fair Market Value of the Common Stock on the date of the respective grant.
If any Award in respect of shares of Common Stock, including any grant of option
originally issued under either of the Merged Plans, expires or is terminated
unexercised or is forfeited, the shares subject to such Award, to the extent of
such expiration, termination or forfeiture, shall again be available for award
under the Plan.  Common Stock issued through the assumption or substitution of
outstanding grants from an acquired company shall not reduce the shares
available for Awards under the Plan.  Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury shares.

     (b) In the event that the Committee determines that any stock dividend,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock at a price substantially below fair market value, or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Committee (subject, in the case of Incentive
Stock Options, to any limitation required under the Code) shall equitably adjust
any or all of (i) the number and kind of shares in respect of which Awards may

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be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards, and (iii) the award, exercise or conversion price with
respect to any of the foregoing, and if considered appropriate, the Committee
may make provision for a cash payment with respect to an outstanding Award,
provided that the number of shares subject to any Award shall always be a whole
number.

Section 6.  Stock Options
            -------------

        (a) Subject to the provisions of the Plan, the Committee may award
Incentive Stock Options and Nonstatutory Stock Options and determine the number
of shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option.  The terms
and conditions of Incentive Stock Options shall be subject to and comply with
Section 422 of the Code or any successor provision and any regulations
thereunder, and no Incentive Stock Option may be granted hereunder more than ten
years after the Effective Date.

        (b) The Committee shall establish the option price at the time each
Option is awarded, which price shall not be less than 100% of the Fair Market
Value of the Common Stock on the date of award with respect to Incentive Stock
Options. Nonstatutory Stock Options may be granted at such prices as the
Committee may determine.

        (c) Each Option shall be exercisable at such times and subject to such
terms and conditions as the Committee may specify in the applicable Award or
thereafter.  The Committee may impose such conditions with respect to the
exercise of Options, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.

        (d) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefor is received by the Company.
Such payment may be made in whole or in part in cash or, to the extent permitted
by the Committee at or after the award of the Option, by delivery of a note or
shares of Common Stock owned by the optionee, including Restricted Stock, or by
retaining shares otherwise issuable pursuant to the Option, in each case valued
at their Fair Market Value on the date of delivery or retention, or such other
lawful consideration as the Committee may determine.

        (e) The Committee may provide that, subject to such conditions as it
considers appropriate, upon the delivery or retention of shares to the Company
in payment of an Option, the Participant automatically be awarded an Option for
up to the number of shares so delivered.

Section 7.  Stock Appreciation Rights
            -------------------------

        (a) Subject to the provisions of the Plan, the Committee may award SARs
in tandem with an Option (at or after the award of the Option), or alone and
unrelated to an Option. SARs in tandem with an Option shall terminate to the
extent that the related Option is exercised, and the related Option shall
terminate to the extent that the tandem SARs are exercised. SARs granted in
tandem with Options shall have an exercise price not less than the exercise
price of the related Option. SARs granted alone and unrelated to an Option may
be granted at such exercise prices as the Committee may determine.

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        (b) An SAR related to an Option, which SAR can only be exercised upon or
during limited periods following a change in control of the Company, may entitle
the Participant to receive an amount based upon the highest price paid or
offered for Common Stock in any transaction relating to the change in control or
paid during the thirty-day period immediately preceding the occurrence of the
change in control in any transaction reported in the stock market in which the
Common Stock is normally traded.

Section 8.  Performance Shares
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        (a) Subject to the provisions of the Plan, the Committee may award
Performance Shares and determine the number of such shares for each Performance
Cycle and the duration of each Performance Cycle.  There may be more than one
Performance Cycle in existence at any one time, and the duration of Performance
Cycles may differ from each other.  The payment value of Performance Shares
shall be equal to the Fair Market Value of the Common Stock on the date the
Performance Shares are earned or, in the discretion of the Committee, on the
date the Committee determines that the Performance Shares have been earned.

        (b) The committee shall establish performance goals for each Cycle, for
the purpose of determining the extent to which Performance Shares awarded for
such Cycle are earned, on the basis of such criteria and to accomplish such
objectives as the Committee may from time to time select. During any Cycle, the
Committee may adjust the performance goals for such Cycle as it deems equitable
in recognition of unusual or non-recurring events affecting the Company, changes
in applicable tax laws or accounting principles, or such other factors as the
Committee may determine.

        (c) As soon as practicable after the end of a Performance Cycle, the
Committee shall determine the number of Performance Shares that have been earned
on the basis of performance in relation to the established performance goals.
The payment values of earned Performance Shares shall be distributed to the
Participant or, if the Participant has died, to the Participant's Designated
Beneficiary, as soon as practicable thereafter.  The Committee shall determine,
at or after the time of award, whether payment values will be settled in whole
or in part in cash or other property, including Common Stock or Awards.

Section 9.  Restricted Stock
            ----------------

        (a) Subject to the provisions of the Plan, the Committee may award
shares of Restricted Stock and determine the duration of the Restricted Period
during which, and the conditions under which, the shares may be forfeited to the
Company and the other terms and conditions of such Awards. Shares of Restricted
Stock may be issued for no cash consideration or such minimum consideration as
may be required by applicable law.

        (b) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Committee, during
the Restricted Period.  Shares of Restricted Stock shall be evidenced in such
manner as the Committee may determine.  Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and unless otherwise determined by the Committee, deposited by the Participant,
together with a stock power endorsed in blank, with the Company.  At the
expiration of the

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Restricted Period, the Company shall deliver such certificates to the
Participant or if the Participant has died, to the Participant's Designated
Beneficiary.


Section 10.  Stock Units
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        (a) Subject to the provisions of the Plan, the Committee may award Stock
Units subject to such terms, restrictions, conditions, performance criteria,
vesting requirements and payment rules as the Committee shall determine.

        (b) Shares of Common Stock awarded in connection with a Stock Unit Award
shall be issued for no cash consideration or such minimum consideration as may
be required by applicable law.

Section 11.  Other Stock-Based Awards
             ------------------------

        (a) Subject to the provisions of the Plan, the Committee may make other
awards of Common Stock and other awards that are valued in whole or in part by
reference to, or are otherwise based on, Common Stock, including without
limitation convertible preferred stock, convertible debentures, exchangeable
securities and Common Stock awards or options.  Other Stock-Based Awards may be
granted either alone or in tandem with other Awards granted under the Plan
and/or cash awards made outside of the Plan.

        (b) The Committee may establish performance goals, which may be based on
performance goals related to book value, subsidiary performance or such other
criteria as the Committee may determine, Restricted Periods, Performance Cycles,
conversion prices, maturities and security, if any, for any Other Stock-Based
Award.  Other Stock-Based Awards may be sold to Participants at the face value
thereof or any discount therefrom or awarded for no consideration or such
minimum consideration as may be required by applicable law.

Section 12.  Grant of Options to Outside Directors
             -------------------------------------

     (a)  Automatic Grant of Options.

         (i)   Immediately following his or her election, each Outside Director
of the Company newly elected to the Board shall automatically be granted
Nonstatutory Stock Options to purchase 15,000 shares of Common Stock;

         (ii)  Immediately following the annual meeting of stockholders each
year, each Outside Director of the Company newly elected at or continuing in
office after such meeting shall automatically be granted an annual retainer of
Nonstatutory Stock Options to purchase 7,500 shares of Common Stock; and

         (iii) Immediately following his or her election, each Outside Director
of the Company newly elected to the Board at any point during the year between
annual meetings of stockholders shall automatically be granted Nonstatutory
Stock Options to purchase 1,875 shares

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of Common Stock for each calendar quarter beginning after such election and
before the next anniversary date of the preceding annual meeting of
stockholders.

     (b)  Date of Grant.  The "Date of Grant" for Options granted under this
Section 12 shall be (x) the date of the respective annual meeting of
stockholders, for each grant pursuant to clause (ii) of subsection (a) and (y)
the date of the respective director's election, for each grant pursuant to
clauses (i) and (iii) of subsection (a).

     (c)  Option Price.  The option price for each option granted under this
Section 12 shall be the last sale price for a share of the Company's Common
Stock as reported by the Nasdaq National Market System, or the principal
exchange on which the Common Stock is then traded, as the case may be, for the
business day immediately preceding the Date of Grant.

     (d)  Term of Option.  The term of each Option granted under this Section 12
shall be ten years from the Date of Grant.

     (e)  Exercisability of Options.  Options granted under this Section 12
shall become exercisable, during the optionee's term in office, with respect to:

          (i) 7,500 shares on each of the first two anniversaries of the Date of
Grant, for each grant pursuant to clause (i) of subsection (a); and

          (ii) 1,875 shares at the beginning of each calendar quarter following
the Date of Grant, for each grant pursuant to clause (ii) or clause (iii) of
subsection (a).

     (f)  General Exercise Terms.  An optionee holding exercisable Options under
this Section 12 who ceases to serve as a member of the Board may, during his or
her lifetime, exercise the rights he or she had under such Options at the time
he or she ceases to serve for the full unexpired term of such Option.  Any
rights that have not yet become exercisable shall terminate upon cessation of
membership on the Board.  Upon the death of a director, those entitled to do so
shall have the right, at any time within twelve months after the date of death,
to exercise in whole or in part any rights that were available to the director
at the time of his or her death.  The rights of the optionee may be exercised by
the optionee's guardian or legal representative in the case of disability and by
the beneficiary designated by the optionee in writing delivered to the Company
or, if none has been designated, by the optionee's estate or his or her
transferee on death in accordance with this Section 12, in the case of death.
Options granted hereunder shall terminate, and no rights thereunder may be
exercised, after the expiration of the applicable exercise period.
Notwithstanding the foregoing provisions of this section, no rights under any
Options may be exercised after the expiration of ten years from their Date of
Grant.

     (g)  Method of Exercise and Payment.  Options granted under this Section 12
may be exercised as provided in Section 6(d).  Upon receipt of such notice and
payment, the Company shall promptly issue and deliver to the optionee (or other
person entitled to exercise the Option) a certificate or certificates for the
number of shares as to which the exercise is made.

     (h)  Merger.  In the event of a Change in Control (as defined in Section
13(h)), or a reorganization or liquidation of the Company, any deferred exercise
period shall be automatically accelerated and each holder of an outstanding
option granted under this Section 12

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shall be entitled to receive upon exercise and payment in accordance with the
terms of the option the same shares, securities or property as he or she would
have been entitled to receive upon the occurrence of such event if he or she had
been, immediately prior to such event, the holder of the number of shares of
Common Stock purchasable under his or her option; provided, however, that in
lieu of the foregoing the Board may upon written notice to each holder of an
outstanding option or right under this Section 12, provide that such option or
right shall terminate on a date not less than 20 days after the date of such
notice unless theretofore exercised.

Section 13.  General Provisions Applicable to Awards
             ---------------------------------------

     (a) Limitations on Grants of Options and SARs.  Subject to adjustment under
Section 5(b), the number of shares subject to Options and SARs granted to any
one individual during any fiscal year may not exceed 250,000 shares of Common
Stock.

     (b) Transferability.  An Award under this Plan may be transferred only to
the extent expressly permitted by the Committee and subject to such conditions
as the Committee may in its discretion impose.

     (c) Documentation.  Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and regulatory
laws and accounting principles.

     (d) Committee Discretion.  Each type of Award may be made alone, in
addition to or in relation to any other type of Award.  The terms of each type
of Award need not be identical, and the Committee need not treat Participants
uniformly.  Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Committee at the time
of award or at any time thereafter.

     (e) Settlement.  The Committee shall determine whether Awards are settled
in whole or in part in cash, Common Stock, other securities of the Company,
Awards or other property. The Committee may permit a Participant to defer all or
any portion of a payment under the Plan, including the crediting of interest on
deferred amounts denominated in cash and dividend equivalents on amounts
denominated in Common Stock.

     (f) Dividends and Cash Awards.  In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest, and (ii)
cash payments in lieu of or in addition to an Award.

     (g) Termination of Employment.  The Committee shall determine the effect on
an Award of the disability, death, retirement or other termination of employment
of a Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated Beneficiary may
receive payment of an Award or exercise rights thereunder.

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     (h) Change in Control.  In order to preserve a Participant's rights under
an Award in the event of a Change in Control (as defined below), the Committee
in its discretion may, at the time an Award is made or at any time thereafter,
take one or more of the following actions: (i) provide for the acceleration of
any time period relating to the exercise or realization of the Award, (ii)
provide for the purchase of the Award upon the Participant's request for an
amount of cash or other property that could have been received upon the exercise
or realization of the Award had the Award been currently exercisable or payable,
(iii) adjust the terms of the Award in a manner determined by the Committee to
reflect the Change in Control, (iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity, or (v) make such other provision as the
Committee may consider equitable and in the best interests of the Company.

     As used herein, a "Change in Control" of the Company shall be deemed to
have occurred upon the occurrence of any of the following:

          (A)  Any transaction or series of transactions, as a result of which
               any "person" (as defined in Sections 13(d) and 14(d) of the
               Securities Exchange Act of 1934, as amended, and the rules and
               regulations thereunder) (a "Person") is or becomes a "beneficial
               owner" (as defined in Rule 13d-3 under such act), directly or
               indirectly, of securities of the Company representing thirty
               percent (30%) or more of the combined voting power of the
               Company's then outstanding voting securities (the "Company's
               Outstanding Voting Securities"); provided, however, that a Change
               in Control shall not be deemed to have occurred solely because of
               the acquisition of securities of the Company by (1) one or more
               employee benefit plans or related trusts established for the
               benefit of the employees of the Company or any Affiliate of the
               Company; or (2) any Person when such acquisition (a) is effected
               primarily to prevent the Company from being declared insolvent
               and (b) is approved by the Board of Directors of the Company (the
               "Board").

          (B)  Any change in the membership of the Board such that individuals
               who are Incumbent Directors (as defined herein) cease for any
               reason to constitute at least a majority of the Board.  The
               Incumbent Directors shall be (1) those members of the Board who
               were Directors as of April 15, 1996 and who have served
               continuously as Directors since such date, and (2) any other
               member of the Board who subsequently became a Director and whose
               election or nomination for election by the Company's stockholders
               at the beginning of his or her current tenure was approved by a
               vote of at least a majority of the Directors who were then
               Incumbent Directors, except that no individual shall be an
               Incumbent Director if such individual's initial assumption of
               office as a Director occurred as a result of an actual or
               threatened election contest with respect to the election or
               removal of Directors, or other actual or threatened solicitation
               of proxies or consents, by, or on behalf of, a Person other than
               the Board.

          (C)  The consummation of a reorganization, merger, consolidation, sale
               or other disposition of all or substantially all of the assets of
               the Company, or

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               similar transaction (a "Business Combination"), unless all of the
               following conditions are met:

               (1)  the individuals and entities who are the beneficial owners
                    of the Company's Outstanding Voting Securities immediately
                    before the consummation of the Business Combination would
                    beneficially own, directly or indirectly, securities
                    representing more than 50% of the outstanding combined
                    voting power of the voting securities that would be
                    outstanding and entitled to vote generally in the election
                    of the governing body of the corporation or other entity
                    resulting from such Business Combination (including, without
                    limitation, a corporation or other entity that as a result
                    of such transaction would own the Company or all or
                    substantially all of the Company's assets, either directly
                    or through one or more subsidiaries) (the "Resulting
                    Entity"), and the securities of the Resulting Entity that
                    would be owned by such beneficial owners of the Company's
                    Outstanding Voting Securities would be owned by them in
                    substantially the same proportions as they own the Company's
                    Outstanding Voting Securities;

               (2)  no Person (excluding any corporation or other entity
                    resulting from such Business Combination, and excluding any
                    employee benefit plan or related trust of the Company or of
                    such corporation or other entity resulting from such
                    Business Combination) would beneficially own, directly or
                    indirectly, 30% or more of the combined voting power of the
                    outstanding voting securities of the Resulting Entity except
                    to the extent that such ownership existed before the
                    Business Combination; and

               (3)  at least a majority of the members of the board of directors
                    of the Resulting Entity would be persons who were Incumbent
                    Directors at the time of the execution of the initial
                    agreement or of the action of the Board providing for such
                    Business Combination.

          (D)  Approval by the Company's stockholders of a liquidation or
               dissolution of the Company (unless the liquidation or dissolution
               is part of a Business Combination excepted from clause (C)
               above).

          (E) The close of business on the latest of the following dates:

               (1)  the date that a tender or exchange offer by any Person
                    (other than the Company, any Affiliate of the Company, or
                    any employee benefit plan or related trust established for
                    the benefit of the employees of the Company or any Affiliate
                    of the Company) that, if consummated, would result in such
                    Person becoming a "beneficial owner" (as defined in clause
                    (A) above), directly or indirectly, of securities of the
                    Company representing thirty percent

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                    (30%) or more of the combined voting power of the Company's
                    then outstanding voting securities, is first published or
                    sent or given within the meaning of Rule 14d-2(a) of the
                    Securities Exchange Act of 1934, as amended, and the rules
                    and regulations thereunder;

               (2)  the date upon which all regulatory approvals required for
                    the acquisition of securities pursuant to the tender or
                    exchange offer referred to in clause (1) have been obtained
                    or waived; or

               (3)  the date upon which any approval of the security holders of
                    the Person publishing or sending or giving the tender or
                    exchange offer referred to in clause (1) required for the
                    acquisition of securities pursuant to such tender or
                    exchange offer is obtained or waived."

     (i) Loans.  The Committee may authorize the making of loans or cash
payments to Participants in connection with any Award under the Plan, which
loans may be secured by any security, including Common Stock, underlying or
related to such Award (provided that such Loan shall not exceed the Fair Market
Value of the security subject to such Award), and which may be forgiven upon
such terms and conditions as the Committee may establish at the time of such
loan or at any time thereafter.

     (j) Withholding Taxes.  The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability.  In the Committee's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value on the date of delivery.  The Company and its Affiliates may, to
the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Participant.

     (k) Foreign Nationals.  Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or to comply with applicable
laws.

     (l) Amendment of Award.  The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required:

          (i) if such action would terminate, or reduce the number of shares
issuable under, an Option unless any time period relating to the exercise of
such Option or the eliminated portion, as the case may be, is waived or
accelerated before such termination or reduction (and in such case the Committee
may provide for the Participant to receive cash or other property equal

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to the net value that would have been received upon exercise of the terminated
Option or the eliminated portion, as the case may be); and

          (ii) in any case not involving the termination of, or reduction of
shares issuable under, an Option unless the Committee determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant.

Section 14.   Miscellaneous
              -------------

         (a) No Right To Employment.  Except as provided in Section 12, no
person shall have any claim or right to be granted an Award.  The grant of an
Award shall not be construed as giving a Participant the right to continued
employment.  The Company expressly reserves the right at any time to dismiss a
Participant free from any liability or claim under the Plan, except as expressly
provided in the applicable Award.

         (b) No Rights As Stockholder.  Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the holder thereof.  A Participant to
whom Common Stock is awarded shall be considered the holder of the Stock at the
time of the Award except as otherwise provided in the applicable Award.

         (c) Effective Date.  The Plan became effective on the Effective Date.

         (d) Amendment of Plan.  The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, subject to any stockholder approval
that the Board determines to be necessary or advisable.

         (e) Governing Law.  The provisions of the Plan shall be governed by
and interpreted in accordance with the laws of Delaware.

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<PAGE>

                 ____________________________________________

     .   Plan, including merger of 1988 Stock Option Plan, adopted by the Board
         of Directors and approved by the Stockholders on May 19, 1993.

     .   Increase in shares issuable adopted by the Board of Directors April
         15, 1994 and approved by the Stockholders May 25, 1994.

     .   Amendments adopted by the Board of Directors April 15, 1996 and
         approved by the Stockholders May 23, 1996.

     .   Amendments adopted by the Board of Directors December 9, 1996.

     .   Increase in shares issuable adopted by the Board of Directors
         February 11, 1997 and approved by the Stockholders May 23, 1997.

     .   Increase in shares issuable adopted by the Board of Directors April
         14, 1998 and approved by the Stockholders May 21, 1998.

     .   Amendment and restatement, including merger of 1993 Director Stock
         Option Plan, adopted by the Board of Directors April 13, 1999.

     .   Amendments adopted by the Board of Directors February 8, 2000.



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