<PAGE>

                                                                    Exhibit 10.1

                              CONN APPLIANCES, INC.
              AMENDED AND RESTATED 2003 INCENTIVE STOCK OPTION PLAN

<PAGE>

                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----
1.  Purposes of this Plan......................................................1
2.  Amendment and Restatement..................................................1
3.  Definitions................................................................1
4.  Shares Subject to this Plan................................................4
5.  Administration of this Plan................................................4
6.  Eligibility................................................................5
7.  Term of Plan...............................................................5
8.  Term of Option.............................................................6
9.  Vesting....................................................................6
10. Option Exercise Price and Consideration....................................6
11. Exercise of Option.........................................................6
12. Limited Transferability of Options.........................................8
13. Adjustments Upon Changes in Capitalization, Merger or Asset Sale...........8
14. Conditions Upon Issuance of Shares........................................10
15. Inability to Obtain Authority.............................................10
16. Reservation of Shares.....................................................10
17. Reliance on Reports.......................................................10
18. Construction..............................................................11
19. Governing Law.............................................................11
20. Approval, Amendment, and Termination of this Plan.........................11

<PAGE>

                              CONN APPLIANCES, INC.

                              AMENDED AND RESTATED

                        2003 INCENTIVE STOCK OPTION PLAN

     1.   Purposes of this Plan. The purposes of this Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees and to promote the success of the
Company's business. Options granted under this Plan are intended to qualify as
Incentive Stock Options. The provisions of this Plan shall be construed in a
manner consistent with the requirements of the Code.

     2.   Amendment and Restatement. This Plan is an amendment and restatement
of that certain Conn Appliances, Inc. Incentive Stock Option Plan dated October
21, 1999, which shall be superseded in its entirety by this Plan. It is intended
that the terms of this Plan do not constitute a "modification, extension, or
renewal" of options within the meaning of Section 424(h) of the Code. Any
provisions of this Plan which shall constitute a modification, extension, or
renewal of options under Section 424(h) of the Code shall be disregarded insofar
as it would otherwise apply to any option outstanding on the date of the Board's
adoption of this Plan.

     Notwithstanding the foregoing, the right of an Employee to require the
Company to repurchase an Employee's Shares upon termination of employment with
the Company found in Section 5 of that certain Restricted Stock Agreement dated
July 21, 1998 is hereby rescinded with respect to all unexercised Options
granted under this Plan. Said Restricted Stock Agreement shall not apply to
Options granted after the adoption of this amendment and restatement to the
Plan.

     3.   Definitions. As used herein, the following definitions shall apply:

          (a)  "Administrator" means the Board or any of its Committees as shall
     be administering this Plan in accordance with Paragraph 5 hereof.

          (b)  "Applicable Laws" means the requirements relating to the
     administration of stock option plans under U.S. state corporate laws, U.S.
     federal and state securities laws, the Code, any stock exchange or
     quotation system on which the Common Stock is listed or quoted and the
     applicable laws of any other country or jurisdiction where Options are
     granted under this Plan.

          (c)  "Board" means the Company's Board of Directors.

          (d)  "Cause" means (i) the Optionee's continued failure to
     substantially perform the principal duties and obligations of his position
     with the Company (other than any such failure resulting from Disability);
     (ii) any act of personal dishonesty, fraud or misrepresentation taken by
     the Optionee which was intended to result in substantial gain or personal
     enrichment of the Optionee at the expense of the Company; (iii) the
     Optionee's violation of a federal or state law or regulation applicable to
     the Company's business which violation was or is reasonably likely to be
     injurious to the Company; or

<PAGE>

     (iv) the Optionee's conviction of a felony or a plea of nolo contendere
     under the laws of the United States or any state.

          (e)  "Change of Control" means (i) the acquisition of the Company by
     another entity by means of any transaction or series of related
     transactions (including, without limitation, any reorganization, merger or
     consolidation, but excluding any merger effected primarily for the purpose
     of changing the domicile of the Company), unless the Company's shareholders
     of record as constituted immediately prior to such transaction or series of
     related transactions will, immediately after such transaction or series of
     related transactions hold at least a majority of the voting power of the
     surviving or acquiring entity or (ii) a sale of all or substantially all of
     the assets of the Company.

          (f)  "Code" means the Internal Revenue Code of 1986, as amended.

          (g)  "Committee" means a committee of Directors appointed by the Board
     in accordance with Paragraph 5 hereof.

          (h)  "Common Stock" means the Company's common stock.

          (i)  "Company" means Conn Appliances, Inc., a Texas corporation, and
     any successor to the Company.

          (j)  "Date of Grant" means the date on which the granting of an Option
     is authorized pursuant to Paragraph 6 of this Plan, by the Committee or
     such later date as may be specified by the Committee in such authorization.

          (k)  "Director" means a member of the Board.

          (l)  "Disability" means total and permanent disability as defined in
     Section 22(e)(3) of the Code.

          (m)  "Employee" means any person, including officers, employed by the
     Company or any Parent or Subsidiary of the Company. A person shall not
     cease to be an Employee in the case of (i) any leave of absence approved by
     the Company or (ii) transfers between locations of the Company or between
     the Company, its Parent, any Subsidiary or any successor. For purposes of
     Incentive Stock Options, no such leave may exceed ninety (90) days, unless
     reemployment upon expiration of such leave is guaranteed by statute or
     contract. If reemployment upon expiration of a leave of absence approved by
     the Company is not so guaranteed, then three (3) months following the
     91/st/ day of such leave any Incentive Stock Option held by the Optionee
     shall cease to be treated as an Incentive Stock Option and shall be treated
     for tax purposes as a Non-statutory Stock Option. Neither service as a
     Director nor payment of a director's fee by the Company shall be sufficient
     to constitute "employment" by the Company.

          (n)  "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (o)  "Fair Market Value" means, as of any date, the value of Common
     Stock determined as follows:

                                        2

<PAGE>

               (i)    If the Common Stock is listed on any established stock
          exchange or a national market system, its Fair Market Value shall be
          the closing sales price for such stock (or the closing bid, if no
          sales were reported) as quoted on such exchange or system on the date
          of determination, as reported in The Wall Street Journal or such other
          source as the Administrator deems reliable;

               (ii)   If the Common Stock is regularly quoted by a recognized
          securities dealer but selling prices are not reported, its Fair Market
          Value shall be the mean between the high bid and low asked prices for
          the Common Stock on the date of determination; or

               (iii)  In the absence of an established market for the Common
          Stock, the Fair Market Value thereof shall be determined in good faith
          by the Administrator.

          (p)  "Incentive Stock Option" means an Option intended to qualify as
     an "incentive stock option" within the meaning of Section 422 of the Code.

          (q)  "Involuntary Termination" shall mean (i) a termination by the
     Company of the Optionee's status as an Employee other than for Cause; (ii)
     without the Optionee's consent, a material reduction of or variation in the
     Optionee's duties, authority or responsibilities relative to the Optionee's
     duties, authority or responsibilities as in effect immediately prior to
     such reduction or variation; (iii) without the Optionee's consent, a
     material reduction in the base salary of the Optionee as in effect
     immediately prior to such reduction; (iv) without the Optionee's consent, a
     material reduction by the Company in the kind or level of employee benefits
     to which the Optionee was entitled immediately prior to such reduction,
     with the result that the Optionee's overall benefits package is materially
     reduced; or (v) without the Optionee's consent, the relocation of the
     Optionee to a facility or a location more than fifty (50) miles from the
     Optionee's then present location.

          (r)  "Non-statutory Stock Option" means an Option that does not
     qualify as an Incentive Stock Option.

          (s)  "Option" means a stock option granted pursuant to this Plan.

          (t)  "Option Agreement" means a written agreement between the Company
     and an Optionee substantially in the form of Exhibit A attached hereto
     evidencing the terms and conditions of an individual Option grant under
     this Plan. The Option Agreement is subject to the terms and conditions of
     this Plan.

          (u)  "Optioned Stock" means the Common Stock subject to an Option.

          (v)  "Optionee" means the holder of an outstanding Option granted
     under this Plan.

          (w)  "Paragraph" means a paragraph of this Plan.

                                        3

<PAGE>

          (x)  "Parent" means a "parent corporation," whether now or hereafter
     existing, as defined in Section 424(e) of the Code.

          (y)  "Plan" means the Conn Appliances, Inc. 2003 Amended and Restated
     Incentive Stock Option Plan, as may be amended from time to time.

          (z)  "Share" means a share of the Common Stock, as may be adjusted in
     accordance with Paragraph 13.

          (aa) "Subsidiary" means a "subsidiary corporation," whether now or
     hereafter existing, as defined in Section 424(f) of the Code.

     4.   Shares Subject to this Plan. Subject to the provisions of Paragraph
13, the maximum aggregate number of Shares that may be subject to Options and
sold under this Plan is 2,559,767 Shares. The Shares may be authorized but
unissued or reacquired Common Stock.

     If an Option expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares which were subject thereto shall become
available for future grant under this Plan (unless this Plan has terminated).
However, Shares that have actually been issued under this Plan upon exercise of
an Option shall not be returned to this Plan and shall not become available for
future distribution under this Plan, except that if Shares acquired by exercise
of an Option and subject to a restricted stock agreement are repurchased by the
Company, such Shares shall become available for future grant under this Plan.

     5.   Administration of this Plan.

          (a)  This Plan shall be administered by the Board or a Committee
     appointed by the Board, which Committee shall be constituted to comply with
     Applicable Laws.

          (b)  Subject to the provisions of this Plan and, in the case of a
     Committee, the specific duties delegated by the Board to such Committee,
     and subject to the approval of any relevant authorities, the Administrator
     shall have the authority in its sole discretion:

               (i)    to determine the Fair Market Value of the Common Stock;

               (ii)   to select the Employees to whom Options may from time to
          time be granted hereunder;

               (iii)  to determine the number of Shares subject to each Option
          granted hereunder;

               (iv)   to approve a form of Option Agreement;

               (v)    to determine the terms and conditions of any Option
          granted hereunder. Such terms and conditions include, but are not
          limited to, the exercise price, the time or times when Options may be
          exercised (which may be based on performance criteria or period of
          employment service), any vesting acceleration or waiver of forfeiture
          restrictions, and any restriction or limitation regarding any

                                        4

<PAGE>

          Option or the Common Stock relating thereto, based in each case on
          such factors as the Administrator, in its sole discretion, shall
          determine;

               (vi)   to determine whether and under what circumstances an
          Option may be settled in cash or Common Stock under Paragraph 11(e);

               (vii)  to prescribe, amend and rescind rules and regulations
          relating to this Plan, including rules and regulations relating to
          sub-plans, if any, established for the purpose of satisfying
          applicable foreign laws;

               (viii) to allow or disallow one or more Optionees to satisfy
          withholding tax obligations by electing to have the Company withhold
          from the Shares to be issued upon exercise of an Option that number of
          Shares having a Fair Market Value equal to the minimum amount required
          to be withheld. The Fair Market Value of the Shares to be withheld
          shall be determined as of the date the amount of tax to be withheld is
          to be determined. All elections by Optionees to have Shares withheld
          for this purpose shall be made in such form and under such conditions
          as the Administrator may deem necessary or advisable; and

               (ix)   to construe and interpret the terms of this Plan and
          Options granted pursuant to this Plan.

          (c)  Effect of Administrator's Decision. All decisions, determinations
     and interpretations of the Administrator shall be final and binding on all
     Optionees.

     6.   Eligibility.

          (a)  Options may be granted only to Employees.

          (b)  Each Option shall be designated in the Option Agreement as an
     Incentive Stock Option. However, notwithstanding such designation, to the
     extent that the aggregate Fair Market Value of the Shares with respect to
     which Incentive Stock Options are exercisable for the first time by the
     Optionee during any calendar year (under all plans of the Company and any
     Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
     Non-statutory Stock Options. For purposes of this Paragraph 6(b), Incentive
     Stock Options shall be taken into account in the order in which they were
     granted. The Fair Market Value of the Shares shall be determined as of the
     time the Date of Grant.

          (c)  Neither this Plan nor any Option shall confer upon any Optionee
     any right with respect to continuing the Optionee's relationship as an
     Employee with the Company, nor shall it interfere in any way with his right
     or the Company's right to terminate such relationship at any time, with or
     without Cause, and with or without notice.

     7.   Term of Plan. Subject to Paragraph 20, this Plan shall become
effective upon its adoption by the Board. Unless sooner terminated under
Paragraph 20, this Plan shall continue in effect for a term of ten (10) years
from the later of (i) the effective date of this Plan or (ii) the

                                        5

<PAGE>

date of the most recent Board approval of an increase in the number of Shares
reserved for issuance under this Plan.

     8.   Term of Option. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10) years
from the Date of Grant. In the case of an Option granted to an Optionee who, on
the Date of Grant, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the Date of Grant or such
shorter term as may be provided in the Option Agreement.

     9.   Vesting. Unless stated otherwise in the Option Agreement, Options
granted under this Plan shall vest and become exercisable, subject to the other
terms of this Plan, according to the following schedule:

          Years from Date of Grant         Vested Amount
          ------------------------         -------------
          Less than 1 year                             0%
          1 year but less than 2 years                20%
          2 years but less than 3 years               40%
          3 years but less than 4 years               60%
          4 years but less than 5 years               80%
          5 years or more                            100%

     10.  Option Exercise Price and Consideration.

          (a)  The per share exercise price for the Shares to be issued upon
     exercise of an Option shall be such price as is determined by the
     Administrator, but shall be subject to the following:

               (i)    In the case of an Option granted to an Employee who, at
          the Date of Grant, owns stock representing more than ten percent (10%)
          of the voting power of all classes of stock of the Company or any
          Parent or Subsidiary, the exercise price shall be not less than 110%
          of the Fair Market Value per Share on the Date of Grant. In the case
          of an Option granted to any other Employee, the per Share exercise
          price shall be not less than 100% of the Fair Market Value per Share
          on the Date of Grant.

               (ii)   In the case of a Non-statutory Stock Option granted to any
          other Employee, the per Share exercise price shall be determined by
          the Administrator.

          (b)  The consideration to be paid for the Shares to be issued upon
     exercise of an Option, including the method of payment, shall be determined
     by the Administrator on the Date of Grant. Such consideration may consist
     of cash or check or any combination thereof.

     11.  Exercise of Option.

          (a)  Procedure for Exercise; Rights as a Shareholder. Any Option
     granted hereunder shall be exercisable according to the terms hereof at
     such times and under such

                                        6

<PAGE>

     conditions as determined by the Administrator and set forth in the Option
     Agreement. Unless the Administrator provides otherwise, vesting of Options
     granted hereunder shall be suspended during any unpaid leave of absence. An
     Option may not be exercised for a fraction of a Share.

          An Option shall be exercised when the Company receives: (i) written
     notice of exercise (in accordance with the Option Agreement) from the
     person entitled to exercise the Option and (ii) full payment for the Shares
     with respect to which the Option is exercised. Full payment may consist of
     any consideration and method of payment authorized by the Administrator and
     permitted by the Option Agreement and this Plan. Shares issued upon
     exercise of an Option shall be issued in the name of the Optionee or, if
     requested by the Optionee, in the name of the Optionee and his spouse.
     Until the Shares are issued (as evidenced by the appropriate entry on the
     books of the Company or of a duly authorized transfer agent of the
     Company), no right to vote or receive dividends or any other rights as a
     shareholder shall exist with respect to the Shares, notwithstanding the
     exercise of the Option. The Company shall issue (or cause to be issued)
     such Shares promptly after the Option is exercised. No adjustment will be
     made for a dividend or other right for which the record date is prior to
     the date the Shares are issued, except as provided in Paragraph 13.

          Exercise of an Option in any manner shall result in a decrease in the
     number of Shares thereafter available, both for purposes of this Plan and
     for sale under the Option, by the number of Shares as to which the Option
     is exercised.

          (b)  Termination of Relationship as an Employee. If an Optionee ceases
     to be an Employee other than upon such Optionee's death or Disability, such
     Optionee may exercise his Option within the period of time specified in the
     Option Agreement to the extent that the Option is vested on the date of
     termination (but in no event later than the expiration of the term of the
     Option as set forth in the Option Agreement). The Option shall remain
     exercisable for three (3) months following the Optionee's termination, or
     such shorter period as may be provided in the Option Agreement. If, on the
     date of termination, the Optionee is not vested as to his Optioned Stock,
     the unvested portion of the Optioned Stock shall revert to this Plan. If,
     after termination, the Optionee does not exercise his Option within the
     time specified by the Administrator, the Option shall terminate, and the
     Optioned Stock shall revert to this Plan.

          (c)  Disability of Optionee. If an Optionee ceases to be an Employee
     as a result of the Optionee's Disability, the Optionee may exercise his
     Option for such period of time as specified in the Option Agreement to the
     extent the Option is vested on the date of termination (but in no event
     later than the expiration of the term of such Option as set forth in the
     Option Agreement). The Option shall remain exercisable for one (1) year
     following the Optionee's termination, or such shorter period as may be
     provided in the Option Agreement. If, on the date of termination, the
     Optionee is not vested as to all of his Optioned Stock, the unvested
     portion of the Optioned Stock shall revert to this Plan. If, after
     termination, the Optionee does not exercise his Option within the time
     specified herein, the Option shall terminate, and the Shares covered by
     such Option shall revert to this Plan.

                                        7

<PAGE>

          (d)  Death of Optionee. If an Optionee dies while an Employee, the
     Option may be exercised for such period of time as specified in the Option
     Agreement to the extent that the Option is vested on the date of death (but
     in no event later than the expiration of the term of such Option as set
     forth in the Option Agreement) by the personal representative of the
     Optionee's estate or by the person(s) to whom the Option is transferred
     pursuant to the Optionee's will or in accordance with the laws of descent
     and distribution. The Option shall remain exercisable for three (3) months
     following the Optionee's termination, or such shorter period as may be
     provided in the Option Agreement. If, on the date of death, the Optionee is
     not vested as to all of his Optioned Stock, the unvested portion of the
     Optioned Stock shall immediately revert to this Plan. If the Option is not
     so exercised within the time specified herein, the Option shall terminate,
     and the Optioned Stock shall revert to this Plan.

          (e)  Repurchase Provisions. The Administrator may at any time offer to
     repurchase for a payment in cash or Shares, an Option previously granted,
     based on such terms and conditions as the Administrator shall establish and
     communicate to the Optionee at the time that such offer is made.

          (f)  Other Terms and Conditions. Among other conditions that may be
     imposed by the Committee with respect to Options granted pursuant to this
     Plan, if deemed appropriate, include but are not limited to (i) the period
     or periods and the conditions of exercisability of any Option; (ii) the
     minimum periods during which Participants must be Employees of the Company
     or its Subsidiaries, or must hold Options before they may be exercised;
     (iii) the minimum periods during which shares acquired upon exercise must
     be held before sale or transfer shall be permitted; (iv) conditions under
     which such Options or shares may be subject to forfeiture; (v) the
     frequency of exercise or the minimum or maximum number of shares that may
     be acquired at any one time; and (vi) the achievement by the Company of
     specified performance criteria.

          (g)  Application of Funds. The proceeds received by the Company from
     the sale of Common Stock issued upon the exercise of Options will be used
     for general corporate purposes.

     12.  Limited Transferability of Options. Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

     13.  Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

          (a)  Changes in Capitalization. Subject to any required action by the
     shareholders of the Company, the number and type of Shares that have been
     authorized for issuance under this Plan, but as to which no Options have
     yet been granted or which have been returned to this Plan upon cancellation
     or expiration of an Option or repurchase of shares acquired by exercise of
     an Option and subject to a restricted stock agreement, and the number and
     type of Shares covered by each outstanding Option, as well as the price per
     Share covered by each such outstanding Option, shall be

                                        8

<PAGE>

     proportionately adjusted for any increase or decrease in the number or type
     of issued Shares resulting from a stock split, reverse stock split, stock
     dividend, combination or reclassification of the Common Stock, or any other
     increase or decrease in the number of issued shares of Common Stock
     effected without receipt of consideration by the Company. The conversion of
     any convertible securities of the Company shall not be deemed to have been
     "effected without receipt of consideration." Such adjustment shall be made
     by the Board, whose determination in that respect shall be final, binding
     and conclusive. Except as expressly provided herein, no issuance by the
     Company of shares of stock of any class, or securities convertible into
     shares of stock of any class, shall affect, and no adjustment by reason
     thereof shall be made with respect to, the number, type or price of Shares
     subject to an Option.

          (b)  Dissolution or Liquidation. In the event of the proposed
     dissolution or liquidation of the Company, the Administrator shall notify
     each Optionee as soon as practicable prior to the effective date of such
     proposed transaction. The Administrator in its discretion may provide for
     an Optionee to have the right to exercise his Option until fifteen (15)
     days prior to such transaction as to all of the Optioned Stock covered
     thereby, including Shares as to which the Option would not otherwise be
     exercisable. In addition, the Administrator may provide that any of the
     Company's rights to repurchase any Shares purchased upon exercise of an
     Option shall lapse as to all such Shares, provided the proposed dissolution
     or liquidation takes place at the time and in the manner contemplated. To
     the extent an Option has not been exercised, it will terminate immediately
     prior to the consummation of such proposed transaction.

          (c)  Merger or Asset Sale. In the event of (i) a merger of the Company
     with or into another entity or (ii) the sale of all or substantially all of
     the assets of the Company (either, a "Merger Transaction"), each
     outstanding Option shall be assumed or an equivalent option or right
     substituted by the successor entity or a Parent or Subsidiary of the
     successor entity. In the event that the successor entity refuses to assume
     or substitute for the Option, the Optionee shall fully vest in and have the
     right to exercise the Option as to all of the Optioned Stock, including
     Shares as to which such Option would not otherwise be vested or
     exercisable. If an Option becomes fully vested and exercisable in lieu of
     assumption or substitution in the event of a Merger Transaction, the
     Administrator shall notify the Optionee in writing that the Option shall be
     fully exercisable for a period of fifteen (15) days from the date of such
     notice, and the Option shall terminate upon the expiration of such period.
     For the purposes of this Paragraph 13, the Option shall be considered
     assumed if, following the Merger Transaction, the option or right confers
     the right to purchase or receive, for each Share of Optioned Stock subject
     to the Option immediately prior to the Merger Transaction, the
     consideration (whether stock, cash, or other securities or property)
     received in the Merger Transaction by holders of Common Stock for each
     Share held on the effective date of the Merger Transaction (and if holders
     were offered a choice of consideration, the type of consideration chosen by
     the holders of a majority of the outstanding Shares); provided, however,
     that if such consideration received in the Merger Transaction is not solely
     common stock of the successor entity or its Parent, the Administrator may,
     with the consent of the successor entity, provide for the consideration to
     be received upon the exercise of the Option, for each Share of Optioned
     Stock subject to the Option, to be solely common stock of the successor
     entity or its

                                        9

<PAGE>

     Parent equal in fair market value to the per share consideration received
     by holders of Common Stock in the Merger Transaction.

          (d)  Accelerated Vesting. Following either an assumption of or
     substitution for Options in connection with a Merger Transaction that
     constitutes a Change of Control and in the event of an Involuntary
     Termination of an Optionee upon or during the one (1) year period after
     the effective date of such Change of Control, (1) each Optionee's rights to
     purchase Optioned Stock shall become automatically vested in their entirety
     on an accelerated basis and be fully exercisable as of the date immediately
     preceding any such Involuntary Termination and (2) all of the Company's
     rights to repurchase Restricted Stock from an Optionee under all restricted
     stock purchase agreements shall lapse in their entirety on an accelerated
     basis as of the date immediately preceding any such Involuntary
     Termination.

     14.  Conditions Upon Issuance of Shares.

          (a)  Legal Compliance. Shares shall not be issued pursuant to the
     exercise of an Option unless the exercise of such Option and the issuance
     and delivery of such Shares shall comply with Applicable Laws and shall be
     further subject to the approval of legal counsel to the Company with
     respect to such compliance.

          (b)  Investment Representations. As a condition to the exercise of an
     Option, the Administrator may require the Optionee to represent and warrant
     at the time of any such exercise that the Shares are being purchased only
     for investment and without any present intention to sell or distribute such
     Shares if, in the opinion of legal counsel to the Company, such a
     representation is necessary or appropriate.

     15.  Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's legal counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

     16.  Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of this Plan.

     17.  Reliance on Reports. Each member of the Committee and each member of
the Board shall be fully justified in relying or acting in good faith upon any
report made by the independent public accountants of the Company and its
Subsidiaries and upon any other information furnished in connection with this
Plan by any person or persons other than the Committee or Board member. In no
event shall any person who is or shall have been a member of the Committee or
the Board be liable for any determination made or other action taken or any
failure to act in reliance upon any such report or information or for any action
taken, including the furnishing of information, or failure to act, if in good
faith.

                                       10

<PAGE>

     18.  Construction. The titles and headings of the sections in this Plan are
for the convenience of reference only, and in the event of any conflict, the
text of this Plan, rather than such titles or headings, shall control.

     19.  Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, except as superseded by
applicable federal law.

     20.  Approval, Amendment, and Termination of this Plan.

          (a)  Shareholder Approval. This Plan must be approved by a majority of
     the votes cast at a duly held shareholders' meeting at which a quorum
     representing a majority of all outstanding voting Shares is, either in
     person or by proxy, present and voting on the Plan within twelve (12)
     months after the date this Plan is adopted. The Board shall obtain similar
     shareholder approval of any Plan amendment to the extent necessary and
     desirable to comply with Applicable Laws, which shall include:

               (i)   an increase in the number of Shares subject to Option under
          this Plan;

               (ii)  a change in the definition of Employee affecting
          eligibility;

               (iii) a change in the manner in which Options are issued or may
          be exercised; or

               (iv)  an extension of the term of this Plan as set forth in
          Paragraph 7.

          (b)  NASD Rules. In addition to the foregoing, the Board shall obtain
     similar shareholder approval for any Plan amendment which requires such
     approval under the rules of the National Association of Securities Dealers.

          (c)  Amendment and Termination. The Board may at any time amend,
     alter, suspend or terminate this Plan.

          (d)  Effect of Amendment or Termination. No amendment, alteration,
     suspension or termination of this Plan shall impair the rights of any
     Optionee, unless mutually agreed otherwise between the Optionee and the
     Administrator, which agreement must be in writing and signed by the
     Optionee and the Company. Termination of this Plan shall not affect the
     Administrator's ability to exercise the powers granted to it hereunder with
     respect to Options granted under this Plan prior to the date of such
     termination.

          (e)  Effect of Failure to Obtain Shareholder Approval.

               (i)   If the shareholders fail to approve the amendment and
          restatement of this Plan as set forth in this Paragraph 20, all
          Options granted under the Plan subsequent to the Board's adoption of
          such amendment and restatement shall expire and the amendment and
          restatement shall be disregarded.

                                       11

<PAGE>

               (ii)  If the shareholders fail to approve a Plan amendment as set
          forth in this Paragraph 20, the Plan amendment shall be disregarded.



                                       12

<PAGE>

                                    EXHIBIT A
                                    ---------

                    Form of Incentive Stock Option Agreement