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                                                                   EXHIBIT 10.65




                                  EZCORP, INC.




                              1998 INCENTIVE PLAN


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                                TABLE OF CONTENTS

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SECTION 1.  DEFINITIONS..........................................................................................1

SECTION 2.  SHARES OF STOCK SUBJECT TO THE PLAN..................................................................9
    2.1     Maximum Number of Shares.............................................................................9
    2.2     Limitation of Shares.................................................................................9
    2.3     Description of Shares...............................................................................10
    2.4     Registration and Listing of Shares..................................................................10

SECTION 3.  ADMINISTRATION OF THE PLAN..........................................................................10
    3.1     Committee...........................................................................................10
    3.2     Duration, Removal, Etc..............................................................................10
    3.3     Meetings and Actions of Committee...................................................................11
    3.4     Committee's Powers..................................................................................11

SECTION 4.  ELIGIBILITY AND PARTICIPATION.......................................................................11
    4.1     Eligible Individuals................................................................................11
    4.2     Grant of Awards.....................................................................................11
    4.3     Date of Grant.......................................................................................12
    4.4     Award Agreements....................................................................................12
    4.5     Limitation for Incentive Options....................................................................12
    4.6     No Right to Award...................................................................................12

SECTION 5.  TERMS AND CONDITIONS OF OPTIONS.....................................................................12
    5.1     Number of Shares....................................................................................12
    5.2     Vesting.............................................................................................12
    5.3     Expiration of Options...............................................................................12
    5.4     Exercise Price......................................................................................12
    5.5     Method of Exercise..................................................................................13
    5.6     Incentive Option Exercises..........................................................................13
    5.7     Medium and Time of Payment..........................................................................13
    5.8     Payment with Sale Proceeds..........................................................................13
    5.9     Payment of Taxes....................................................................................13
    5.10    Limitation on Aggregate Value of Shares That May Become First Exercisable
                   During Any Calendar Year Under an Incentive Option...........................................14
    5.11    No Fractional Shares................................................................................14
    5.12    Modification, Extension, and Renewal of Options.....................................................14
    5.13    Other Agreement Provisions..........................................................................14

SECTION 6.  STOCK APPRECIATION RIGHTS...........................................................................15
    6.1     Form of Right.......................................................................................15
    6.2     Rights Related to Options...........................................................................15
            (a)    Exercise and Transfer........................................................................15
            (b)    Value of Right...............................................................................15
    6.3     Right Without Option................................................................................15
            (a)    Number of Shares.............................................................................15
            (b)    Vesting......................................................................................15
            (c)    Expiration of Rights.........................................................................15
            (d)    Value of Right...............................................................................15
    6.4     Limitations on Rights...............................................................................16
    6.5     Payment of Rights...................................................................................16
    6.6     Payment of Taxes....................................................................................16
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    6.7     Other Agreement Provisions..........................................................................16

SECTION 7.  RESTRICTED STOCK AWARDS.............................................................................16
    7.1     Restrictions........................................................................................16
            (a)    Transferability..............................................................................16
            (b)    Conditions to Removal of Restrictions........................................................17
            (c)    Legend.......................................................................................17
            (d)    Possession...................................................................................17
            (e)    Other Conditions.............................................................................17
    7.2     Expiration of Restrictions..........................................................................17
    7.3     Rights as Shareholder...............................................................................17
    7.4     Payment of Taxes....................................................................................17
    7.5     Other Agreement Provisions..........................................................................18

SECTION 8.  AWARDS TO NON-EMPLOYEE DIRECTORS....................................................................18
    8.1     Awards to Committee Members.........................................................................18
    8.2     Eligibility for Awards..............................................................................18

SECTION 9.  ADJUSTMENT PROVISIONS...............................................................................18
    9.1     Adjustment of Awards and Authorized Stock...........................................................18
    9.2     Changes in Control..................................................................................18
    9.3     Restructuring Without Change in Control.............................................................19
    9.4     Notice of Restructuring.............................................................................21

SECTION 10. ADDITIONAL PROVISIONS...............................................................................21
    10.1    Termination of Employment...........................................................................21
    10.2    Other Loss of Eligibility - Non-Employees...........................................................21
    10.3    Death...............................................................................................21
    10.4    Disability..........................................................................................21
    10.5    Leave of Absence....................................................................................22
    10.6    Transferability of Awards...........................................................................22
    10.7    Forfeiture and Restrictions on Transfer.............................................................22
    10.8    Delivery of Certificates of Stock...................................................................22
    10.9    Conditions to Delivery of Stock.....................................................................22
    10.10   Certain Directors and Officers......................................................................23
    10.11   Securities Act Legend...............................................................................23
    10.12   Legend for Restrictions on Transfer.................................................................23
    10.13   Rights as a Shareholder.............................................................................24
    10.14   Furnish Information.................................................................................24
    10.15   Obligation to Exercise..............................................................................24
    10.16   Adjustments to Awards...............................................................................24
    10.17   Remedies............................................................................................24
    10.18   Information Confidential............................................................................24
    10.19   Consideration.......................................................................................24

SECTION 11. DURATION AND AMENDMENT OF PLAN......................................................................24
    11.1    Duration............................................................................................25
    11.2    Amendment...........................................................................................25

SECTION 12. GENERAL.............................................................................................25
    12.1    Application of Funds................................................................................25
    12.2    Right of the Corporation and Subsidiaries to Terminate Employment...................................25
    12.3    No Liability for Good Faith Determinations..........................................................25
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    12.4    Other Benefits......................................................................................25
    12.5    Exclusion From Pension and Profit-Sharing Compensation..............................................25
    12.6    Execution of Receipts and Releases..................................................................26
    12.7    Unfunded Plan.......................................................................................26
    12.8    No Guarantee of Interests...........................................................................26
    12.9    Payment of Expenses.................................................................................26
    12.10   Corporation Records.................................................................................26
    12.11   Information.........................................................................................26
    12.12   No Liability of Corporation.........................................................................26
    12.13   Corporation Action..................................................................................26
    12.14   Severability........................................................................................26
    12.15   Notices.............................................................................................27
    12.16   Successors..........................................................................................27
    12.17   Headings............................................................................................27
    12.18   Governing Law.......................................................................................27
    12.19   Word Usage..........................................................................................27
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                                  EZCORP, INC.

                               1998 INCENTIVE PLAN

                            SCOPE AND PURPOSE OF PLAN

            EZCORP, Inc., a Delaware corporation (the "Corporation"), has
adopted this 1998 Incentive Plan (the "Plan") to provide for the granting of:

            (a)         Incentive Options (hereafter defined) to certain Key
                        Employees (hereafter defined);

            (b)         Nonstatutory Options (hereafter defined) to certain Key
                        Employees, Non-Employee Directors (hereafter defined)
                        and other Persons;

                        (c)         Restricted Stock Awards (hereafter defined)
                                    to certain Key Employees and other Persons;
                                    and

                        (d)         Stock Appreciation Rights (hereafter
                                    defined) to certain Key Employees and other
                                    Persons.

            The purpose of the Plan is to provide an incentive for Key Employees
and directors of the Corporation or its Subsidiaries (hereafter defined) to aid
the Corporation in attracting able Persons to enter the service of the
Corporation and its Subsidiaries, to extend to them the opportunity to acquire a
proprietary interest in the Corporation so that they will apply their best
efforts for the benefit of the Corporation, and to remain in the service of the
Corporation or its Subsidiaries. This Plan has been adopted by the Board of
Directors and shareholders of the Corporation prior to the registration of any
securities of the Corporation under the Exchange Act (hereafter defined) and
accordingly amounts paid under the Plan are exempt from the provisions of
Section 162(m) of the Code (hereafter defined).

1. SECTION DEFINITIONS

1.1 "Acquiring Person" means any Person other than the Corporation, any
Subsidiary of the Corporation, any employee benefit plan of the Corporation or
of a Subsidiary of the Corporation or of a corporation owned directly or
indirectly by the shareholders of the Corporation in substantially the same
proportions as their ownership of Stock of the Corporation, or any trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or of a Subsidiary of the Corporation or of a corporation owned
directly or indirectly by the shareholders of the Corporation in substantially
the same proportions as their ownership of Stock of the Corporation.

1.2 "Affiliate" means (a) any Person who is directly or indirectly the
beneficial owner of at least 10% of the voting power of the Voting Securities or
(b) any Person controlling, controlled by, or under common control with the
Company or any Person contemplated in clause (a) of this Section 1.2.

1.3 "Award" means the grant of any form of Option, Restricted Stock Award, or
Stock Appreciation Right under the Plan, whether granted individually, in
combination, or in tandem, to a Holder pursuant to the terms, conditions, and
limitations that the Committee may establish in order to fulfill the objectives
of the Plan.

1.4 "Award Agreement" means the written agreement between the Corporation and a
Holder evidencing the terms, conditions, and limitations of the Award granted to
that Holder.

1.5 "Board of Directors" means the board of directors of the Corporation.


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1.6 "Business Day" means any day other than a Saturday, a Sunday, or a day on
which banking institutions in the State of Texas are authorized or obligated by
law or executive order to close.

1.7 "Change in Control" means the event that is deemed to have occurred if:

                        (a) any Acquiring Person is or becomes the "beneficial
            owner" (as defined in Rule 13d-3 under the Exchange Act), directly
            or indirectly, of securities of the Corporation representing fifty
            percent or more of the combined voting power of the then outstanding
            Voting Securities of the Corporation; or

                        (b) members of the Incumbent Board cease for any reason
            to constitute at least a majority of the Board of Directors; or

                        (c) a public announcement is made of a tender or
            exchange offer by any Acquiring Person for fifty percent or more of
            the outstanding Voting Securities of the Corporation, and the Board
            of Directors approves or fails to oppose that tender or exchange
            offer in its statements in Schedule 14D-9 under the Exchange Act; or

                        (d) the shareholders of the Corporation approve a merger
            or consolidation of the Corporation with any other corporation or
            partnership (or, if no such approval is required, the consummation
            of such a merger or consolidation of the Corporation), other than a
            merger or consolidation that would result in the Voting Securities
            of the Corporation outstanding immediately before the consummation
            thereof continuing to represent (either by remaining outstanding or
            by being converted into Voting Securities of the surviving entity or
            of a parent of the surviving entity) a majority of the combined
            voting power of the Voting Securities of the surviving entity (or
            its parent) outstanding immediately after that merger or
            consolidation; or

                        (e) the shareholders of the Corporation approve a plan
            of complete liquidation of the Corporation or an agreement for the
            sale or disposition by the Corporation of all or substantially all
            the Corporation's assets (or, if no such approval is required, the
            consummation of such a liquidation, sale, or disposition in one
            transaction or series of related transactions) other than a
            liquidation, sale, or disposition of all or substantially all the
            Corporation's assets in one transaction or a series of related
            transactions to a corporation owned directly or indirectly by the
            shareholders of the Corporation in substantially the same
            proportions as their ownership of Stock of the Corporation.

1.8         "Code" means the Internal Revenue Code of 1986, as amended.

1.9 "Committee" means the Committee, which Committee shall administer this Plan
and is further described under Section 3.

1.10 "Convertible Securities" means evidences of indebtedness, shares of capital
stock, or other securities that are convertible into or exchangeable for shares
of Stock, either immediately or upon the arrival of a specified date or the
happening of a specified event.

1.11 "Corporation" has the meaning given to it in the first paragraph under
"Scope and Purpose of Plan."

1.12        "Date of Grant" has the meaning given it in Section 4.3.

1.13        "Disability" has the meaning given it in Section 10.4.

1.14        "Effective Date" means October 26, 1998.


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1.15 "Eligible Individuals" means (a) Key Employees, (b) Non-Employee Directors
only for purposes of Nonstatutory Options pursuant to Section 8, (c) any other
Person that the Committee designates as eligible for an Award (other than for
Incentive Options) because the Person performs, or has performed, valuable
services for the Corporation or any of its Subsidiaries (other than services in
connection with the offer or sale of securities in a capital-raising
transaction) and the Committee determines that the Person has a direct and
significant effect on the financial development of the Corporation or any of its
Subsidiaries, and (d) any transferee of an Award if the Award Agreement provides
for transfer of the Award and the Award is transferred in accordance with the
terms of the Award Agreement. Notwithstanding the foregoing provisions of this
Section 1.15, to ensure that the requirements of the fourth sentence of Section
3.1 are satisfied, the Board of Directors may from time to time specify
individuals who shall not be eligible for the grant of Awards or equity
securities under any plan of the Corporation or its Affiliates. Nevertheless,
the Board of Directors may at any time determine that an individual who has been
so excluded from eligibility shall become eligible for grants of Awards and
grants of such other equity securities under any plans of the Corporation or its
Affiliates so long as that eligibility will not impair the Plan's satisfaction
of the conditions of Rule 16b-3.

1.16 "Employee" means any employee of the Corporation or of any of its
Subsidiaries, including officers and directors of the Corporation who are also
employees of the Corporation or of any of its Subsidiaries.

1.17 "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, or any successor law, as it may be amended
from time to time.

1.18 "Exercise Notice" has the meaning given it in Section 5.5.

1.19 "Exercise Price" has the meaning given it in Section 5.4.

1.20 "Fair Market Value" means, for a particular day:

                        (a) If shares of Stock of the same class are listed or
            admitted to unlisted trading privileges on any national or regional
            securities exchange at the date of determining the Fair Market
            Value, then the last reported sale price, regular way, on the
            composite tape of that exchange on the last Business Day before the
            date in question or, if no such sale takes place on that Business
            Day, the average of the closing bid and asked prices, regular way,
            in either case as reported in the principal consolidated transaction
            reporting system with respect to securities listed or admitted to
            unlisted trading privileges on that securities exchange; or

                        (b) If shares of Stock of the same class are not listed
            or admitted to unlisted trading privileges as provided in Section
            1.20(a) and sales prices for shares of Stock of the same class in
            the over-the-counter market are reported by the National Association
            of Securities Dealers, Inc. Automated Quotations, Inc. ("NASDAQ")
            National Market System (or such other system then in use) at the
            date of determining the Fair Market Value, then the last reported
            sales price so reported on the last Business Day before the date in
            question or, if no such sale takes place on that Business Day, the
            average of the high bid and low asked prices so reported; or

                        (c) If shares of Stock of the same class are not listed
            or admitted to unlisted trading privileges as provided in Section
            1.20(a) and sales prices for shares of Stock of the same class are
            not reported by the NASDAQ National Market System (or a similar
            system then in use) as provided in Section 1.20(b), and if bid and
            asked prices for shares of Stock of the same class in the
            over-the-counter market are reported by NASDAQ (or,


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            if not so reported, by the National Quotation Bureau Incorporated)
            at the date of determining the Fair Market Value, then the average
            of the high bid and low asked prices on the last Business Day before
            the date in question; or

                        (d) If shares of Stock of the same class are not listed
            or admitted to unlisted trading privileges as provided in Section
            1.20(a) and sales prices or bid and asked prices therefor are not
            reported by NASDAQ (or the National Quotation Bureau Incorporated)
            as provided in Section 1.20(b) or Section 1.20(c) at the date of
            determining the Fair Market Value, then the value determined in good
            faith by the Committee, which determination shall be conclusive for
            all purposes; or

                        (e) If shares of Stock of the same class are listed or
            admitted to unlisted trading privileges as provided in Section
            1.20(a) or sales prices or bid and asked prices therefor are
            reported by NASDAQ (or the National Quotation Bureau Incorporated)
            as provided in Section 1.20(b) or Section 1.20(c) at the date of
            determining the Fair Market Value, but the volume of trading is so
            low that the Board of Directors determines in good faith that such
            prices are not indicative of the fair value of the Stock, then the
            value determined in good faith by the Committee, which determination
            shall be conclusive for all purposes notwithstanding the provisions
            of Sections 1.20(a), (b), or (c).

For purposes of valuing Incentive Options, the Fair Market Value of Stock shall
be determined without regard to any restriction other than one that, by its
terms, will never lapse. For purposes of the redemption provided for in Section
9.3(d)(v), Fair Market Value shall have the meaning and shall be determined as
set forth above; provided, however, that the Committee, with respect to any such
redemption, shall have the right to determine that the Fair Market Value for
purposes of the redemption should be an amount measured by the value of the
shares of Stock, other securities, cash, or property otherwise being received by
holders of shares of Stock in connection with the Restructuring and upon that
determination the Committee shall have the power and authority to determine Fair
Market Value for purposes of the redemption based upon the value of such shares
of stock, other securities, cash, or property. Any such determination by the
Committee, as evidenced by a resolution of the Committee, shall be conclusive
for all purposes.

1.21 "Fiscal Year" means the fiscal year of the Corporation ending on September
30 of each year.

1.22 "Holder" means an Eligible Individual to whom an outstanding Award has been
granted, or, pursuant to the terms of the Award Agreement, the permitted
transferee of a Holder.

1.23 "Incumbent Board" means the individuals who, as of the Effective Date,
constitute the Board of Directors and any other individual who becomes a
director of the Corporation after that date and whose election or appointment by
the Board of Directors or nomination for election by the Corporation's
shareholders was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board.

1.24 "Incentive Option" means an incentive stock option as defined under Section
422 of the Code and regulations thereunder.

1.25 "Key Employee" means any Employee whom the Committee identifies as having a
direct and significant effect on the performance of the Corporation or any of
its Subsidiaries.

1.26 "Non-Employee Director" means a director of the Corporation who while a
director is not an Employee.

1.27 "Nonstatutory Option" means a stock option that does not satisfy the
requirements of Section 422 of the Code or that is designated at the Date of
Grant or in the applicable Award Agreement to be an option other than an
Incentive Option.


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1.28 "Non-Surviving Event" means an event of Restructuring as described in
either Section 1.35(b) or Section 1.35(c).

1.29 "Normal Retirement" means the separation of the Holder from employment with
the Corporation and its Subsidiaries with the right to receive an immediate
benefit under a retirement plan approved by the Corporation. If no such plan
exists, Normal Retirement shall mean separation of the Holder from employment
with the Corporation and its Subsidiaries at age 62 or later.

1.30 "Option" means either an Incentive Option or a Nonstatutory Option, or
both.

1.31 "Person" means any person or entity of any nature whatsoever, specifically
including (but not limited to) an individual, a firm, a company, a corporation,
a partnership, a trust, or other entity. A Person, together with that Person's
affiliates and associates (as "affiliate" and "associate" are defined in Rule
12b-2 under the Exchange Act for purposes of this definition only), and any
Persons acting as a partnership, limited partnership, joint venture,
association, syndicate, or other group (whether or not formally organized), or
otherwise acting jointly or in concert or in a coordinated or consciously
parallel manner (whether or not pursuant to any express agreement), for the
purpose of acquiring, holding, voting, or disposing of securities of the
Corporation with that Person, shall be deemed a single "Person."

1.32 "Plan" means the Corporation's 1998 Incentive Plan, as it may be amended or
restated from time to time.

1.33 "Restricted Stock" means Stock that is nontransferable or subject to
substantial risk of forfeiture until specific conditions are met.

1.34 "Restricted Stock Award" means the grant or purchase, on the terms and
conditions of Section 7 or that the Committee otherwise determines, of
Restricted Stock.

1.35 "Restructuring" means the occurrence of any one or more of the following:

            (a) The merger or consolidation of the Corporation with any Person,
            whether effected as a single transaction or a series of related
            transactions, with the Corporation remaining the continuing or
            surviving entity of that merger or consolidation and the Stock
            remaining outstanding and not changed into or exchanged for stock or
            other securities of any other Person or of the Corporation, cash, or
            other property;

            (b) The merger or consolidation of the Corporation with any Person,
            whether effected as a single transaction or a series of related
            transactions, with (i) the Corporation not being the continuing or
            surviving entity of that merger or consolidation or (ii) the
            Corporation remaining the continuing or surviving entity of that
            merger or consolidation but all or a part of the outstanding shares
            of Stock are changed into or exchanged for stock or other securities
            of any other Person or the Corporation, cash, or other property; or

            (c) The transfer, directly or indirectly, of all or substantially
            all of the assets of the Corporation (whether by sale, merger,
            consolidation, liquidation, or otherwise) to any Person, whether
            effected as a single transaction or a series of related
            transactions.

1.36 "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act as
adopted in Exchange Act Release No. 34-37260 (May 31, 1996), or any successor
rule, as it may be amended from time to time.


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1.37 "Securities Act" means the Securities Act of 1933 and the rules and
regulations promulgated thereunder, or any successor law, as it may be amended
from time to time.

1.38 "Stock" means the Class A Non-voting common stock, $0.01 par value per
share, of the Corporation, or any other securities that are substituted for the
Stock as provided in Section 9.

1.39 "Stock Appreciation Right" means the right to receive an amount equal to
the excess of the Fair Market Value of a share of Stock (as determined on the
date of exercise) over, as appropriate, the Exercise Price of a related Option
or the Fair Market Value of the Stock on the Date of Grant of the Stock
Appreciation Right.

1.40 "Subsidiary" means, with respect to any Person, any corporation, or other
entity of which a majority of the Voting Securities is owned, directly or
indirectly, by that Person.

1.41 "Total Shares" has the meaning given it in Section 9.2.

1.42 "Voting Securities" means any securities that are entitled to vote
generally in the election of directors, in the admission of general partners or
in the selection of any other similar governing body.

2. SECTION SHARES OF STOCK SUBJECT TO THE PLAN

2.1 Maximum Number of Shares. Subject to the provisions of Section 2.2 and
Section 9, the aggregate number of shares of Stock that may be issued or
transferred pursuant to Awards under the Plan shall be 1,275,000.

2.2 Limitation of Shares. For purposes of the limitations specified in Section
2.1, the following principles shall apply:

            (a) the following shall count against and decrease the number of
            shares of Stock that may be issued for purposes of Section 2.1: (i)
            shares of Stock subject to outstanding Options, outstanding shares
            of Restricted Stock, and shares subject to outstanding Stock
            Appreciation Rights granted independent of Options (based on a good
            faith estimate by the Corporation or the Committee of the maximum
            number of shares for which the Stock Appreciation Right may be
            settled (assuming payment in full in shares of Stock)), and (ii) in
            the case of Options granted in tandem with Stock Appreciation
            Rights, the greater of the number of shares of Stock that would be
            counted if one or the other alone was outstanding (determined as
            described in clause (i) above);

            (b) the following shall be added back to the number of shares of
            Stock that may be issued for purposes of Section 2.1: (i) shares of
            Stock with respect to which Options, Stock Appreciation Rights
            granted independent of Options, or Restricted Stock Awards expire,
            are cancelled, or otherwise terminate without being exercised,
            converted, or vested, as applicable, and (ii) in the case of Options
            granted in tandem with Stock Appreciation Rights, shares of Stock as
            to which an Option has been surrendered in connection with the
            exercise of a related ("tandem") Stock Appreciation Right, to the
            extent the number surrendered exceeds the number issued upon
            exercise of the Stock Appreciation Right; provided that, in any
            case, the holder of such Awards did not receive any dividends or
            other benefits of ownership with respect to the underlying shares
            being added back, other than voting rights and the accumulation (but
            not payment) of dividends of Stock;

            (c) shares of Stock subject to Stock Appreciation Rights granted
            independent of Options (calculated as provided in clause (a) above)
            that are exercised and paid in cash shall be added back to the
            number of shares of Stock that may be issued for purposes of Section
            2.1, provided that the Holder of such Stock Appreciation Right did
            not receive any dividends or other benefits of ownership, other than
            voting rights and the


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            accumulation (but not payment) of dividends, of the shares of Stock
            subject to the Stock Appreciation Right;

            (d) shares of Stock that are transferred by a Holder of an Award (or
            withheld by the Corporation) as full or partial payment to the
            Corporation of the purchase price of shares of Stock subject to an
            Option or the Corporation's or any Subsidiary's tax withholding
            obligations shall not be added back to the number of shares of Stock
            that may be issued for purposes of Section 2.1 and shall not again
            be subject to Awards; and

            (e) if the number of shares of Stock counted against the number of
            shares that may be issued for purposes of Section 2.1 is based upon
            an estimate made by the Corporation or the Committee as provided in
            clause (a) above and the actual number of shares of Stock issued
            pursuant to the applicable Award is greater or less than the
            estimated number, then, upon such issuance, the number of shares of
            Stock that may be issued pursuant to Section 2.1 shall be further
            reduced by the excess issuance or increased by the shortfall, as
            applicable.

Notwithstanding the provisions of this Section 2.2, no Stock shall be treated as
issuable under the Plan to Eligible Individuals subject to Section 16 of the
Exchange Act if otherwise prohibited from issuance under Rule 16b-3.

2.3 Description of Shares. The shares to be delivered under the Plan shall be
made available from (a) authorized but unissued shares of Stock, (b) Stock held
in the treasury of the Corporation, or (c) previously issued shares of Stock
reacquired by the Corporation, including shares purchased on the open market, in
each situation as the Board of Directors or the Committee may determine from
time to time at its sole option.

2.4 Registration and Listing of Shares. From time to time, the Board of
Directors and appropriate officers of the Corporation shall and are authorized
to take whatever actions are necessary to file required documents with
governmental authorities, stock exchanges, and other appropriate Persons to make
shares of Stock available for issuance pursuant to the exercise of Awards.

3. SECTION ADMINISTRATION OF THE PLAN

3.1 Committee. The Committee shall administer the Plan with respect to all
Eligible Individuals who are subject to Section 16(b) of the Exchange Act (other
than members of the Committee), but shall not have the power to appoint members
of the Committee or to terminate, modify, or amend the Plan. The full Board of
Directors shall administer the Plan with respect to all members of the
Committee. Except for references in Sections 3.1, 3.2 and 3.3, and unless the
context otherwise requires, references herein to the Committee shall also refer
to the Board of Directors as administrator of the Plan for members of the
Committee. The Committee shall be constituted so that, as long as Stock is
registered under Section 12 of the Exchange Act, each member of the Committee
shall be a Non-Employee Director and so that the Plan in all other applicable
respects will qualify transactions related to the Plan for the exemptions from
Section 16(b) of the Exchange Act provided by Rule 16b-3, to the extent
exemptions thereunder may be available. The number of Persons that shall
constitute the Committee shall be determined from time to time by a majority of
all the members of the Board of Directors and, unless that majority of the Board
of Directors determines otherwise or Rule 16b-3 is amended to require otherwise,
shall be no less than two Persons. The Board of Directors may designate the
Compensation Committee of the Board of Directors to serve as the Committee
hereunder. To the extent that Rule 16b-3 promulgated under the Exchange Act
requires a system of administration that is different from this Section 3.1,
this Section 3.1 shall automatically be deemed amended to the extent necessary
to cause it to be in compliance with Rule 16b-3.

3.2 Duration, Removal, Etc. The members of the Committee shall serve at the
discretion of the Board of Directors, which shall have the power, at any time
and from time to time, to remove members from or add members to the Committee.
Removal from the Committee may be with or without cause. Any individual serving
as a member of the Committee shall have the right to resign from membership in
the Committee by at least three


                                       10
<PAGE>

days' written notice to the Board of Directors. The Board of Directors, and not
the remaining members of the Committee, shall have the power and authority to
fill all vacancies on the Committee. The Board of Directors shall promptly fill
any vacancy that causes the number of members of the Committee to be below two
or any other number that Rule 16b-3 may require from time to time.

3.3 Meetings and Actions of Committee. The Board of Directors shall designate
which of the Committee members shall be the chairman of the Committee. If the
Board of Directors fails to designate a Committee chairman, the members of the
Committee shall elect one of the Committee members as chairman, who shall act as
chairman until he ceases to be a member of the Committee or until the Board of
Directors elects a new chairman. The Committee shall hold its meetings at those
times and places as the chairman of the Committee may determine. At all meetings
of the Committee, a quorum for the transaction of business shall be required and
a quorum shall be deemed present if at least a majority of the members of the
Committee are present. At any meeting of the Committee, each member shall have
one vote. All decisions and determinations of the Committee shall be made by the
majority vote or majority decision of all of its members present at a meeting at
which a quorum is present; provided, however, that any decision or determination
reduced to writing and signed by all of the members of the Committee shall be as
fully effective as if it had been made at a meeting that was duly called and
held. The Committee may make any rules and regulations for the conduct of its
business that are not inconsistent with the provisions of the Plan, the Articles
or Certificate of Incorporation of the Corporation, the bylaws of the
Corporation, and Rule 16b-3 so long as it is applicable, as the Committee may
deem advisable.

3.4 Committee's Powers. Subject to the express provisions of the Plan and Rule
16b-3, the Committee shall have the authority, in its sole and absolute
discretion, to (a) adopt, amend, and rescind administrative and interpretive
rules and regulations relating to the Plan; (b) determine the Eligible
Individuals to whom, and the time or times at which, Awards shall be granted;
(c) determine the amount of cash and the number of shares of Stock, Stock
Appreciation Rights, or Restricted Stock Awards, or any combination thereof,
that shall be the subject of each Award; (d) determine the terms and provisions
of each Award Agreement (which need not be identical), including provisions
defining or otherwise relating to (i) the term and the period or periods and
extent of exercisability of the Options, (ii) the extent to which the
transferability of shares of Stock issued or transferred pursuant to any Award
is restricted, (iii) the effect of termination of employment of the Holder on
the Award, and (iv) the effect of approved leaves of absence (consistent with
any applicable regulations of the Internal Revenue Service); (e) accelerate,
pursuant to Section 9, the time of exercisability of any Option that has been
granted; (f) construe the respective Award Agreements and the Plan; (g) make
determinations of the Fair Market Value of the Stock pursuant to the Plan; (h)
delegate its duties under the Plan to such agents as it may appoint from time to
time, provided that the Committee may not delegate its duties with respect to
making Awards to, or otherwise with respect to Awards granted to, Eligible
Individuals who are subject to Section 16(b) of the Exchange Act; and (i) make
all other determinations, perform all other acts, and exercise all other powers
and authority necessary or advisable for administering the Plan, including the
delegation of those ministerial acts and responsibilities as the Committee deems
appropriate. Subject to Rule 16b-3, the Committee may correct any defect, supply
any omission, or reconcile any inconsistency in the Plan, in any Award, or in
any Award Agreement in the manner and to the extent it deems necessary or
desirable to carry the Plan into effect, and the Committee shall be the sole and
final judge of that necessity or desirability. The determinations of the
Committee on the matters referred to in this Section 3.4 shall be final and
conclusive.

4. SECTION ELIGIBILITY AND PARTICIPATION

4.1 Eligible Individuals. Awards may be granted pursuant to the Plan only to
Persons who are Eligible Individuals at the time of the grant thereof.

4.2 Grant of Awards. Subject to the express provisions of the Plan, the
Committee shall determine which Eligible Individuals shall be granted Awards
from time to time. In making grants, the Committee shall take into consideration
the contribution the potential Holder has made or may make to the success of the
Corporation or its Subsidiaries and such other considerations as the Board of
Directors may from time to time specify. The Committee shall


                                       11
<PAGE>

also determine the number of shares subject to each of the Awards and shall
authorize and cause the Corporation to grant Awards in accordance with those
determinations.

4.3 Date of Grant. The date on which the Committee completes all action
resolving to offer an Award to an individual, including the specification of the
number of shares of Stock to be subject to the Award, shall be the date on which
the Award covered by an Award Agreement is granted (the "Date of Grant"), even
though certain terms of the Award Agreement may not be determined at that time
and even though the Award Agreement may not be executed until a later time. In
no event shall a Holder gain any rights in addition to those specified by the
Committee in its grant, regardless of the time that may pass between the grant
of the Award and the actual execution of the Award Agreement by the Corporation
and the Holder.

4.4 Award Agreements. Each Award granted under the Plan shall be evidenced by an
Award Agreement that is executed by the Corporation and the Eligible Individual
to whom the Award is granted and incorporating those terms that the Committee
shall deem necessary or desirable. More than one Award may be granted under the
Plan to the same Eligible Individual and be outstanding concurrently. In the
event an Eligible Individual is granted both one or more Incentive Options and
one or more Nonstatutory Options, those grants shall be evidenced by separate
Award Agreements, one for each of the Incentive Option grants and one for each
of the Nonstatutory Option grants.

4.5 Limitation for Incentive Options. Notwithstanding any provision contained
herein to the contrary, (a) a Person shall not be eligible to receive an
Incentive Option unless he is an Employee of the Corporation or a corporate
Subsidiary or, to the extent permitted by law, a partnership Subsidiary, and (b)
a Person shall not be eligible to receive an Incentive Option if, immediately
before the time the Option is granted, that Person owns (within the meaning of
Sections 422 and 424(d) of the Code) stock possessing more than ten percent of
the total combined voting power or value of all classes of outstanding stock of
the Corporation or a Subsidiary. Nevertheless, Section 4.5(b) shall not apply
if, at the time the Incentive Option is granted, the Exercise Price of the
Incentive Option is at least one hundred ten percent of Fair Market Value and
the Incentive Option is not, by its terms, exercisable after the expiration of
five years from the Date of Grant.

4.6 No Right to Award. The adoption of the Plan shall not be deemed to give any
Person a right to be granted an Award.

5. SECTION TERMS AND CONDITIONS OF OPTIONS

            All Options granted under the Plan shall comply with, and the
related Award Agreements shall be deemed to include and be subject to, the terms
and conditions set forth in this Section 5 (to the extent each term and
condition applies to the form of Option) and also to the terms and conditions
set forth in Sections 9 and 10; provided, however, that the Committee may
authorize an Award Agreement that expressly contains terms and provisions that
differ from the terms and provisions set forth in Sections 9.2, 9.3, and 9.4 and
any of the terms and provisions of Section 10 (other than Sections 10.9 and
10.10).

5.1 Number of Shares. Each Award Agreement shall state the total number of
shares of Stock to which it relates.

5.2 Vesting. Each Award Agreement shall state the time or periods in which, or
the conditions upon satisfaction of which, the right to exercise the Option or a
portion thereof shall vest and the number of shares of Stock for which the right
to exercise the Option shall vest at each such time, period, or fulfillment of
condition.

5.3 Expiration of Options. No Option shall be exercised after the expiration of
a period of ten years commencing on the Date of Grant of the Option; provided,
however, that any portion of a Nonstatutory Option that pursuant to the terms of
the Award Agreement under which such Nonstatutory Option is granted shall not
become exercisable until the date which is the tenth anniversary of the Date of
Grant of such Nonstatutory Option may be exercisable for a period of 30 days
following the date on which such portion becomes exercisable.

5.4 Exercise Price. Each Award Agreement shall state the exercise price per
share of Stock (the "Exercise Price"); provided, however, that the exercise
price per share of Stock subject to an Incentive Option shall not be less than
the greater of (a) the par value per share of


                                       12
<PAGE>

the Stock or (b) 100% of the Fair Market Value per share of the Stock on the
Date of Grant of the Option.

5.5 Method of Exercise. The Option shall be exercisable only by written notice
of exercise (the "Exercise Notice") delivered to the Corporation during the term
of the Option, which notice shall (a) state the number of shares of Stock with
respect to which the Option is being exercised, (b) be signed by the Holder of
the Option or, if the Holder is dead or becomes affected by a Disability, by the
Person authorized to exercise the Option pursuant to Sections 10.3 and 10.4, (c)
be accompanied by the Exercise Price for all shares of Stock for which the
Option is being exercised, and (d) include such other information, instruments,
and documents as may be required to satisfy any other condition to exercise
contained in the Award Agreement. The Option shall not be deemed to have been
exercised unless all of the requirements of the preceding provisions of this
Section 5.5 have been satisfied.

5.6 Incentive Option Exercises. Except as otherwise provided in Section 10.4 or
in the Award Agreement, during the Holder's lifetime, only the Holder may
exercise an Incentive Option.

5.7 Medium and Time of Payment. The Exercise Price of an Option shall be payable
in full upon the exercise of the Option (a) in cash or by an equivalent means
acceptable to the Committee, (b) on the Committee's prior consent, with shares
of Stock owned by the Holder (including shares received upon exercise of the
Option or restricted shares already held by the Holder) and having a Fair Market
Value at least equal to the aggregate Exercise Price payable in connection with
such exercise, or (c) by any combination of clauses (a) and (b). If the
Committee elects to accept shares of Stock in payment of all or any portion of
the Exercise Price, then (for purposes of payment of the Exercise Price) those
shares of Stock shall be deemed to have a cash value equal to their aggregate
Fair Market Value determined as of the date the certificate for such shares is
delivered to the Corporation. If the Committee elects to accept shares of
restricted Stock in payment of all or any portion of the Exercise Price, then an
equal number of shares issued pursuant to the exercise shall be restricted on
the same terms and for the restriction period remaining on the shares used for
payment.

5.8 Payment with Sale Proceeds. In addition, at the request of the Holder and to
the extent permitted by applicable law, the Committee may (but shall not be
required to) approve arrangements with a brokerage firm under which that
brokerage firm, on behalf of the Holder, shall pay to the Corporation the
Exercise Price of the Option being exercised and the Corporation shall promptly
deliver the exercised shares of Stock to the brokerage firm. To accomplish this
transaction, the Holder must deliver to the Corporation an Exercise Notice
containing irrevocable instructions from the Holder to the Corporation to
deliver the Stock certificates representing the shares of Stock directly to the
broker. Upon receiving a copy of the Exercise Notice acknowledged by the
Corporation, the broker shall sell that number of shares of Stock or loan the
Holder an amount sufficient to pay the Exercise Price and any withholding
obligations due. The broker then shall deliver to the Corporation that portion
of the sale or loan proceeds necessary to cover the Exercise Price and any
withholding obligations due. The Committee shall not approve any transaction of
this nature if the Committee believes that the transaction would give rise to
the Holder's liability for short-swing profits under Section 16(b) of the
Exchange Act.

5.9 Payment of Taxes. The Committee may, in its discretion, require a Holder to
pay to the Corporation (or the Corporation's Subsidiary if the Holder is an
employee of a Subsidiary of the Corporation), at the time of the exercise of an
Option or thereafter, the amount that the Committee deems necessary to satisfy
the Corporation's or its Subsidiary's current or future obligation to withhold
federal, state, or local income or other taxes that the Holder incurs by
exercising an Option. In connection with the exercise of an Option requiring tax
withholding, a Holder may (a) direct the Corporation to withhold from the shares
of Stock to be issued to the Holder the number of shares necessary to satisfy
the Corporation's obligation to withhold taxes, that determination to be based
on the shares' Fair Market Value as of the date of exercise; (b) deliver to the
Corporation sufficient shares of Stock (based upon the Fair Market Value as of
the date of such delivery) to satisfy the Corporation's tax withholding
obligations, which tax withholding obligation is based on the shares' Fair
Market Value as of the later of the date of exercise or the date as of which the
shares of Stock issued in connection with such exercise become includible in the
income of the Holder; or (c) deliver sufficient cash to the Corporation


                                       13
<PAGE>

to satisfy its tax withholding obligations. Holders who elect to use such a
Stock withholding feature must make the election at the time and in the manner
that the Committee prescribes. The Committee may, at its sole option, deny any
Holder's request to satisfy withholding obligations through Stock instead of
cash. In the event the Committee subsequently determines that the aggregate Fair
Market Value (as determined above) of any shares of Stock withheld or delivered
as payment of any tax withholding obligation is insufficient to discharge that
tax withholding obligation, then the Holder shall pay to the Corporation,
immediately upon the Committee's request, the amount of that deficiency in the
form of payment requested by the Committee.

5.10 Limitation on Aggregate Value of Shares That May Become First Exercisable
During Any Calendar Year Under an Incentive Option. Except as is otherwise
provided in Section 9.3, with respect to any Incentive Option granted under this
Plan, the aggregate Fair Market Value of shares of Stock subject to an Incentive
Option and the aggregate Fair Market Value of shares of Stock or stock of any
Subsidiary (or a predecessor of the Corporation or a Subsidiary) subject to any
other incentive stock option (within the meaning of Section 422 of the Code) of
the Corporation or its Subsidiaries (or a predecessor corporation of any such
corporation) that first become purchasable by a Holder in any calendar year may
not (with respect to that Holder) exceed $100,000, or such other amount as may
be prescribed under Section 422 of the Code or applicable regulations or rulings
from time to time. As used in the previous sentence, Fair Market Value shall be
determined as of the Date of Grant of the Incentive Option. For purposes of this
Section 5.10, "predecessor corporation" means (a) a corporation that was a party
to a transaction described in Section 424(a) of the Code (or which would be so
described if a substitution or assumption under that Section had been effected)
with the Corporation, (b) a corporation which, at the time the new incentive
stock option (within the meaning of Section 422 of the Code) is granted, is a
Subsidiary of the Corporation or a predecessor corporation of any such
corporations, or (c) a predecessor corporation of any such corporations. Failure
to comply with this provision shall not impair the enforceability or
exercisability of any Option, but shall cause the excess amount of shares to be
reclassified in accordance with the Code.

5.11 No Fractional Shares. The Corporation shall not in any case be required to
sell, issue, or deliver a fractional share with respect to any Option. In lieu
of the issuance of any fractional share of Stock, the Corporation shall pay to
the Holder an amount in cash equal to the same fraction (as the fractional
Stock) of the Fair Market Value of a share of Stock determined as of the date of
the applicable Exercise Notice.

5.12 Modification, Extension, and Renewal of Options. Subject to the terms and
conditions of and within the limitations of the Plan, Rule 16b-3, and any
consent required by the last sentence of this Section 5.12, the Committee may
(a) modify, extend, or renew outstanding Options granted under the Plan, (b)
accept the surrender of Options outstanding hereunder (to the extent not
previously exercised) and authorize the granting of new Options in substitution
for outstanding Options (to the extent not previously exercised), and (c) amend
the terms of an Incentive Option at any time to include provisions that have the
effect of changing the Incentive Option to a Nonstatutory Option. Nevertheless,
without the consent of the Holder, the Committee may not modify any outstanding
Options so as to specify a higher or lower Exercise Price or accept the
surrender of outstanding Incentive Options and authorize the granting of new
Options in substitution therefor specifying a higher or lower Exercise Price. In
addition, no modification of an Option granted hereunder shall, without the
consent of the Holder, alter or impair any rights or obligations under any
Option theretofore granted to such Holder under the Plan except, with respect to
Incentive Options, as may be necessary to satisfy the requirements of Section
422 of the Code or as permitted in clause (c) of this Section 5.12.

5.13 Other Agreement Provisions. The Award Agreements relating to Options shall
contain such provisions in addition to those required by the Plan (including
without limitation restrictions or the removal of restrictions upon the exercise
of the Option and the retention or transfer of shares thereby acquired) as the
Committee may deem advisable. Each Award Agreement shall identify the Option
evidenced thereby as an Incentive Option or Nonstatutory Option, as the case may
be, and no Award Agreement shall cover both an Incentive Option and a
Nonstatutory Option. Each Award Agreement relating to an Incentive Option
granted hereunder shall contain such limitations and restrictions upon the
exercise of the Incentive Option to which


                                       14
<PAGE>

it relates as shall be necessary for the Incentive Option to which such Award
Agreement relates to constitute an incentive stock option, as defined in Section
422 of the Code.

6. SECTION STOCK APPRECIATION RIGHTS

            All Stock Appreciation Rights granted under the Plan shall comply
with, and the related Award Agreements shall be deemed to include and be subject
to, the terms and conditions set forth in this Section 6 (to the extent each
term and condition applies to the form of Stock Appreciation Right) and also the
terms and conditions set forth in Sections 9 and 10; provided, however, that the
Committee may authorize an Award Agreement related to a Stock Appreciation Right
that expressly contains terms and provisions that differ from the terms and
provisions set forth in Sections 9.2, 9.3, and 9.4 and any of the terms and
provisions of Section 10 (other than Sections 10.9 and 10.10).

6.1 Form of Right. A Stock Appreciation Right may be granted to an Eligible
Individual (a) in connection with an Option, either at the time of grant or at
any time during the term of the Option, or (b) independent of an Option.

6.2 Rights Related to Options. A Stock Appreciation Right granted pursuant to an
Option shall entitle the Holder, upon exercise, to surrender that Option or any
portion thereof, to the extent unexercised, and to receive payment of an amount
computed pursuant to Section 6.2(b). That Option shall then cease to be
exercisable to the extent surrendered. Stock Appreciation Rights granted in
connection with an Option shall be subject to the terms of the Award Agreement
governing the Option, which shall comply with the following provisions in
addition to those applicable to Options:

            (a) Exercise and Transfer. Subject to Section 10.9, a Stock
            Appreciation Right granted in connection with an Option shall be
            exercisable only at such time or times and only to the extent that
            the related Option is exercisable and shall not be transferable
            except to the extent that the related Option is transferable.

            (b) Value of Right. Upon the exercise of a Stock Appreciation Right
            related to an Option, the Holder shall be entitled to receive
            payment from the Corporation of an amount determined by multiplying:

                        (i) The difference obtained by subtracting the Exercise
                        Price of a share of Stock specified in the related
                        Option from the Fair Market Value of a share of Stock on
                        the date of exercise of the Stock Appreciation Right, by

                        (ii) The number of shares as to which that Stock
                        Appreciation Right has been exercised.

6.3 Right Without Option. A Stock Appreciation Right granted independent of an
Option shall be exercisable as determined by the Committee and set forth in the
Award Agreement governing the Stock Appreciation Right, which Award Agreement
shall comply with the following provisions:

            (a) Number of Shares. Each Award Agreement shall state the total
            number of shares of Stock to which the Stock Appreciation Right
            relates.

            (b) Vesting. Each Award Agreement shall state the time or periods in
            which the right to exercise the Stock Appreciation Right or a
            portion thereof shall vest and the number of shares of Stock for
            which the right to exercise the Stock Appreciation Right shall vest
            at each such time or period.

            (c) Expiration of Rights. Each Award Agreement shall state the date
            at which the Stock Appreciation Rights shall expire if not
            previously exercised.

            (d) Value of Right. Each Stock Appreciation Right shall entitle the
            Holder, upon exercise thereof, to receive payment of an amount
            determined by multiplying:

                        (i) The difference obtained by subtracting the Fair
                        Market Value of a share of Stock on the Date of Grant of
                        the Stock Appreciation Right from the Fair Market Value
                        of a share of Stock on the date of exercise of that
                        Stock Appreciation Right, by


                                       15
<PAGE>

                        (ii) The number of shares as to which the Stock
                        Appreciation Right has been exercised.

6.4 Limitations on Rights. Notwithstanding Sections 6.2(b) and 6.3(d), the
Committee may limit the amount payable upon exercise of a Stock Appreciation
Right. Any such limitation must be determined as of the Date of Grant and be
noted on the Award Agreement evidencing the Holder's Stock Appreciation Right.

6.5 Payment of Rights. Payment of the amount determined under Section 6.2(b) or
6.3(d) and Section 6.4 may be made, in the sole discretion of the Committee
unless specifically provided otherwise in the Award Agreement, solely in whole
shares of Stock valued at Fair Market Value on the date of exercise of the Stock
Appreciation Right, solely in cash, or in a combination of cash and whole shares
of Stock. If the Committee decides to make full payment in shares of Stock and
the amount payable results in a fractional share, payment for the fractional
share shall be made in cash.

6.6 Payment of Taxes. The Committee may, in its discretion, require a Holder to
pay to the Corporation (or the Corporation's Subsidiary if the Holder is an
employee of a Subsidiary of the Corporation), at the time of the exercise of a
Stock Appreciation Right or thereafter, the amount that the Committee deems
necessary to satisfy the Corporation's or its Subsidiary's current or future
obligation to withhold federal, state, or local income or other taxes that the
Holder incurs by exercising a Stock Appreciation Right. In connection with the
exercise of a Stock Appreciation Right requiring tax withholding, a Holder may
(a) direct the Corporation to withhold from the shares of Stock to be issued to
the Holder the number of shares necessary to satisfy the Corporation's
obligation to withhold taxes, that determination to be based on the shares' Fair
Market Value as of the date of exercise; (b) deliver to the Corporation
sufficient shares of Stock (based upon the Fair Market Value as of the date of
such delivery) to satisfy the Corporation's tax withholding obligations, which
tax withholding obligation is based on the shares' Fair Market Value as of the
later of the date of exercise or the date as of which the shares of Stock issued
in connection with such exercise become includible in the income of the Holder;
or (c) deliver sufficient cash to the Corporation to satisfy its tax withholding
obligations. Holders who elect to have Stock withheld pursuant to (a) or (b)
above must make the election at the time and in the manner that the Committee
prescribes. The Committee may, in its sole discretion, deny any Holder's request
to satisfy withholding obligations through Stock instead of cash. In the event
the Committee subsequently determines that the aggregate Fair Market Value (as
determined above) of any shares of Stock withheld or delivered as payment of any
tax withholding obligation is insufficient to discharge that tax withholding
obligation, then the Holder shall pay to the Corporation, immediately upon the
Committee's request, the amount of that deficiency in the form of payment
requested by the Commission.

6.7 Other Agreement Provisions. The Award Agreements relating to Stock
Appreciation Rights shall contain such provisions in addition to those required
by the Plan (including without limitation restrictions or the removal of
restrictions upon the exercise of the Stock Appreciation Right and the retention
or transfer of shares thereby acquired) as the Committee may deem advisable.

7. SECTION RESTRICTED STOCK AWARDS

            All Restricted Stock Awards granted under the Plan shall comply with
and be subject to, and the related Award Agreements shall be deemed to include,
the terms and conditions set forth in this Section 7 and also to the terms and
conditions set forth in Sections 9 and 10; provided, however, that the Committee
may authorize an Award Agreement related to a Restricted Stock Award that
expressly contains terms and provisions that differ from the terms and
provisions set forth in Sections 9.2, 9.3, and 9.4 and the terms and provisions
set forth in Section 10 (other than Sections 10.9 and 10.10).

7.1 Restrictions. All shares of Restricted Stock Awards granted or sold pursuant
to the Plan shall be subject to the following conditions:

            (a) Transferability. The shares may not be sold, transferred, or
            otherwise alienated or hypothecated until the restrictions are
            removed or expire.


                                       16
<PAGE>

            (b) Conditions to Removal of Restrictions. Conditions to removal or
            expiration of the restrictions may include, but are not required to
            be limited to, continuing employment or service as a director,
            officer, or Key Employee or achievement of performance objectives
            described in the Award Agreement.

            (c) Legend. Each certificate representing Restricted Stock Awards
            granted pursuant to the Plan shall bear a legend making appropriate
            reference to the restrictions imposed.

            (d) Possession. The Committee may require the Corporation to retain
            physical custody of the certificates representing Restricted Stock
            Awards during the restriction period and may require the Holder of
            the Award to execute stock powers in blank for those certificates
            and deliver those stock powers to the Corporation, or the Committee
            may require the Holder to enter into an escrow agreement providing
            that the certificates representing Restricted Stock Awards granted
            or sold pursuant to the Plan shall remain in the physical custody of
            an escrow holder until all restrictions are removed or expire.

            (e) Other Conditions. The Committee may impose other conditions on
            any shares granted or sold as Restricted Stock Awards pursuant to
            the Plan as it may deem advisable, including without limitation (i)
            restrictions under the Securities Act or Exchange Act, (ii) the
            requirements of any securities exchange upon which the shares or
            shares of the same class are then listed, and (iii) any state
            securities law applicable to the shares.

7.2 Expiration of Restrictions. The restrictions imposed in Section 7.1 on
Restricted Stock Awards shall lapse as determined by the Committee and set forth
in the applicable Award Agreement, and the Corporation shall promptly deliver to
the Holder of the Restricted Stock Award a certificate representing the number
of shares for which restrictions have lapsed, free of any restrictive legend
relating to the lapsed restrictions. Each Restricted Stock Award may have a
different restriction period as determined by the Committee in its sole
discretion. The Committee may, in its discretion, prospectively reduce the
restriction period applicable to a particular Restricted Stock Award.

7.3 Rights as Shareholder. Subject to the provisions of Sections 7.1 and 10.10,
the Committee may, in its discretion, determine what rights, if any, the Holder
shall have with respect to the Restricted Stock Awards granted or sold,
including the right to vote the shares and receive all dividends and other
distributions paid or made with respect thereto.

7.4 Payment of Taxes. The Committee may, in its discretion, require a Holder to
pay to the Corporation (or the Corporation's Subsidiary if the Holder is an
employee of a Subsidiary of the Corporation) the amount that the Committee deems
necessary to satisfy the Corporation's or its Subsidiary's current or future
obligation to withhold federal, state, or local income or other taxes that the
Holder incurs by reason of the Restricted Stock Award. The Holder may (a) direct
the Corporation to withhold from the shares of Stock to be issued to the Holder
the number of shares necessary to satisfy the Corporation's obligation to
withhold taxes, that determination to be based on the shares' Fair Market Value
as of the date on which tax withholding is to be made; (b) deliver to the
Corporation sufficient shares of Stock (based upon the Fair Market Value as of
the date of such delivery) to satisfy the Corporation's tax withholding
obligations, which tax withholding obligation is based on the shares' Fair
Market Value as of the later of the date of issuance or the date as of which the
shares of Stock issued become includible in the income of the Holder; or (c)
deliver sufficient cash to the Corporation to satisfy its tax withholding
obligations. Holders who elect to have Stock withheld pursuant to (a) or (b)
above must make the election at the time and in the manner that the Committee
prescribes. The Committee may, in its sole discretion, deny any Holder's request
to satisfy withholding obligations through Stock instead of cash. In the event
the Committee subsequently determines that the aggregate Fair Market Value (as
determined above) of any shares of Stock withheld or delivered as payment of any
tax withholding obligation is insufficient to discharge that tax withholding
obligation, then the Holder shall pay to the Corporation, immediately upon the
Committee's request, the amount of that deficiency.


                                       17
<PAGE>

7.5 Other Agreement Provisions. The Award Agreements relating to Restricted
Stock Awards shall contain such provisions in addition to those required by the
Plan as the Committee may deem advisable.

8. SECTION AWARDS TO NON-EMPLOYEE DIRECTORS

8.1 Awards to Committee Members. The full Board of Directors shall determine the
number of Awards to be granted to members of the Committee, the Exercise Price
and the vesting schedule thereof.

8.2 Eligibility for Awards. Non-Employee Directors shall be eligible to receive
any Awards under the Plan other than an Award of an Incentive Option.

9. SECTION ADJUSTMENT PROVISIONS

9.1 Adjustment of Awards and Authorized Stock. The terms of an Award and the
number of shares of Stock authorized pursuant to Section 2.1 and Section 8 for
issuance under the Plan shall be subject to adjustment from time to time, in
accordance with the following provisions:

            (a) If at any time, or from time to time, the Corporation shall
            subdivide as a whole (by reclassification, by a Stock split, by the
            issuance of a distribution on Stock payable in Stock, or otherwise)
            the number of shares of Stock then outstanding into a greater number
            of shares of Stock, then (i) the maximum number of shares of Stock
            available for the Plan as provided in Section 2.1 shall be increased
            proportionately, and the kind of shares or other securities
            available for the Plan shall be appropriately adjusted, (ii) the
            number of shares of Stock (or other kind of shares or securities)
            that may be acquired under any Award shall be increased
            proportionately, and (iii) the price (including Exercise Price) for
            each share of Stock (or other kind of shares or securities) subject
            to then outstanding Awards shall be reduced proportionately, without
            changing the aggregate purchase price or value as to which
            outstanding Awards remain exercisable or subject to restrictions.

            (b) If at any time, or from time to time, the Corporation shall
            consolidate as a whole (by reclassification, reverse Stock split, or
            otherwise) the number of shares of Stock then outstanding into a
            lesser number of shares of Stock, then (i) the maximum number of
            shares of Stock available for the Plan as provided in Section 2.1
            shall be decreased proportionately, and the kind of shares or other
            securities available for the Plan shall be appropriately adjusted,
            (ii) the number of shares of Stock (or other kind of shares or
            securities) that may be acquired under any Award shall be decreased
            proportionately, and (iii) the price (including Exercise Price) for
            each share of Stock (or other kind of shares or securities) subject
            to then outstanding Awards shall be increased proportionately,
            without changing the aggregate purchase price or value as to which
            outstanding Awards remain exercisable or subject to restrictions.

            (c) Whenever the number of shares of Stock subject to outstanding
            Awards and the price for each share of Stock subject to outstanding
            Awards are required to be adjusted as provided in this Section 9.1,
            the Committee shall promptly prepare a notice setting forth, in
            reasonable detail, the event requiring adjustment, the amount of the
            adjustment, the method by which such adjustment was calculated, and
            the change in price and the number of shares of Stock, other
            securities, cash, or property purchasable subject to each Award
            after giving effect to the adjustments. The Committee shall promptly
            give each Holder such a notice.

            (d) Adjustments under Sections 9(a) and (b) shall be made by the
            Committee, and its determination as to what adjustments shall be
            made and the extent thereof shall be final, binding, and conclusive.
            No fractional interest shall be issued under the Plan on account of
            any such adjustments.

9.2 Changes in Control. Any Award Agreement may provide that, upon the
occurrence of a Change in Control, one or more of the following apply: (a) each
Holder of an Option shall immediately be granted corresponding Stock
Appreciation Rights; (b) all


                                       18
<PAGE>

outstanding Stock Appreciation Rights and Options shall immediately become fully
vested and exercisable in full, including that portion of any Stock Appreciation
Right or Option that pursuant to the terms and provisions of the applicable
Award Agreement had not yet become exercisable (the total number of shares of
Stock as to which a Stock Appreciation Right or Option is exercisable upon the
occurrence of a Change in Control is referred to herein as the "Total Shares");
and (c) the restriction period of any Restricted Stock Award shall immediately
be accelerated and the restrictions shall expire. An Award Agreement does not
have to provide for any of the foregoing. If a Change in Control involves a
Restructuring or occurs in connection with a series of related transactions
involving a Restructuring and if such Restructuring is in the form of a
Non-Surviving Event and as a part of such Restructuring shares of stock, other
securities, cash, or property shall be issuable or deliverable in exchange for
Stock, then the Holder of an Award shall be entitled to purchase or receive (in
lieu of the Total Shares that the Holder would otherwise be entitled to purchase
or receive), as appropriate for the form of Award, the number of shares of
Stock, other securities, cash, or property to which that number of Total Shares
would have been entitled in connection with such Restructuring (and, for
Options, at an aggregate exercise price equal to the Exercise Price that would
have been payable if that number of Total Shares had been purchased on the
exercise of the Option immediately before the consummation of the
Restructuring). Nothing in this Section 9.2 shall impose on a Holder the
obligation to exercise any Award immediately before or upon the Change in
Control, or cause a Holder to forfeit the right to exercise the Award during the
remainder of the original term of the Award because of a Change in Control;
provided, however, in connection with any Non-Surviving Event, the relevant
merger agreement, purchase agreement or similar agreement pursuant to which such
transaction occurs may contain provisions by which all outstanding Awards may,
without the consent of the Holders thereof, be converted into the right to
receive, in cash, an amount that would fairly reflect the value of such Award
giving due consideration to (i) the Exercise Price of any Award in the form of
an Option or the value to be given by the Holder with respect to any other Award
and (ii) the consideration payable pursuant to the transaction with respect to a
share of outstanding Stock.

9.3 Restructuring Without Change in Control. In the event a Restructuring shall
occur at any time while there is any outstanding Award hereunder and the
Restructuring does not occur in connection with a Change in Control or a series
of related transactions involving a Change in Control, then:

            (a) no outstanding Option or Stock Appreciation Right shall
            immediately become fully vested and exercisable in full merely
            because of the occurrence of the Restructuring;

            (b) no Holder of an Option shall automatically be granted
            corresponding Stock Appreciation Rights;

            (c) the restriction period of any Restricted Stock Award shall not
            immediately be accelerated and the restrictions expire merely
            because of the occurrence of the Restructuring; and

            (d) at the option of the Committee, the Committee may (but shall not
            be required to) cause the Corporation to take any one or more of the
            following actions:

                        (i) accelerate in whole or in part the time of the
                        vesting and exercisability of any one or more of the
                        outstanding Stock Appreciation Rights and Options so as
                        to provide that those Stock Appreciation Rights and
                        Options shall be exercisable before, upon, or after the
                        consummation of the Restructuring;

                        (ii) grant each Holder of an Option corresponding Stock
                        Appreciation Rights;

                        (iii) accelerate in whole or in part the expiration of
                        some or all of the restrictions on any Restricted Stock
                        Award;


                                       19
<PAGE>

                        (iv) if the Restructuring is in the form of a
                        Non-Surviving Event, cause the surviving entity to
                        assume in whole or in part any one or more of the
                        outstanding Awards upon such terms and provisions as the
                        Committee deems desirable; or

                        (v) redeem in whole or in part any one or more of the
                        outstanding Awards (whether or not then exercisable) in
                        consideration of a cash payment, as such payment may be
                        reduced for tax withholding obligations as contemplated
                        in Sections 5.9, 6.6, or 7.4, as applicable, in an
                        amount equal to:

                                    9.3(d)(v).1 for Options and Stock
                                    Appreciation Rights granted in connection
                                    with Options, the excess of (1) the Fair
                                    Market Value, determined as of the date
                                    immediately preceding the consummation of
                                    the Restructuring, of the aggregate number
                                    of shares of Stock subject to the Award and
                                    as to which the Award is being redeemed over
                                    (2) the Exercise Price for that number of
                                    shares of Stock;

                                    9.3(d)(v).2 for Stock Appreciation Rights
                                    not granted in connection with an Option,
                                    the excess of (1) the Fair Market Value,
                                    determined as of the date immediately
                                    preceding the consummation of the
                                    Restructuring, of the aggregate number of
                                    shares of Stock subject to the Award and as
                                    to which the Award is being redeemed over
                                    (2) the Fair Market Value of that number of
                                    shares of Stock on the Date of Grant; and

                                    9.3(d)(v).3 for Restricted Stock Awards, the
                                    Fair Market Value, determined as of the date
                                    immediately preceding the consummation of
                                    the Restructuring, of the aggregate number
                                    of shares of Stock subject to the Award and
                                    as to which the Award is being redeemed.

The Corporation shall promptly notify each Holder of any election or action
taken by the Corporation under this Section 9.3. In the event of any election or
action taken by the Corporation pursuant to this Section 9.3 that requires the
amendment or cancellation of any Award Agreement as may be specified in any
notice to the Holder thereof, that Holder shall promptly deliver that Award
Agreement to the Corporation in order for that amendment or cancellation to be
implemented by the Corporation and the Committee. The failure of the Holder to
deliver any such Award Agreement to the Corporation as provided in the preceding
sentence shall not in any manner affect the validity or enforceability of any
action taken by the Corporation and the Committee under this Section 9.3,
including without limitation any redemption of an Award as of the consummation
of a Restructuring. Any cash payment to be made by the Corporation pursuant to
this Section 9.3 in connection with the redemption of any outstanding Awards
shall be paid to the Holder thereof currently with the delivery to the
Corporation of the Award Agreement evidencing that Award; provided, however,
that any such redemption shall be effective upon the consummation of the
Restructuring notwithstanding that the payment of the redemption price may occur
subsequent to the consummation. If all or any portion of an outstanding Award is
to be exercised or accelerated upon or after the consummation of a Restructuring
that does not occur in connection with a Change in Control and is in the form of
a Non-Surviving Event, and as a part of that Restructuring shares of stock,
other securities, cash, or property shall be issuable or deliverable in exchange
for Stock, then the Holder of the Award shall thereafter be entitled to purchase
or receive (in lieu of the number of shares of Stock that the Holder would
otherwise be entitled to purchase or receive) the number of shares of Stock,
other securities, cash, or property to which such number of shares of Stock
would have been entitled in connection with the Restructuring (and, for Options,
upon payment of the aggregate exercise price equal to the Exercise Price that
would have been payable if that number of Total Shares had been purchased on the
exercise of the Option immediately before the


                                       20
<PAGE>

consummation of the Restructuring) and such Award shall be subject to
adjustments that shall be as nearly equivalent as may be practical to the
adjustments provided for in this Section 9.

9.4 Notice of Restructuring. The Corporation shall attempt to keep all Holders
informed with respect to any Restructuring or of any potential Restructuring to
the same extent that the Corporation's shareholders are informed by the
Corporation of any such event or potential event.

10.         SECTION   ADDITIONAL PROVISIONS

10.1 Termination of Employment. If a Holder is an Eligible Individual because
the Holder is an Employee and if that employment relationship is terminated for
any reason other than (a) that Holder's death or (b) that Holder's Disability
(hereafter defined), then any and all Awards held by such Holder in such
Holder's capacity as an Employee as of the date of the termination that are not
yet exercisable (or for which restrictions have not lapsed) shall become null
and void as of the date of such termination; provided, however, that the
portion, if any, of such Awards that are exercisable as of the date of
termination shall be exercisable for a period of the lesser of (a) the remainder
of the term of the Award or (b) the date which is 30 days following the date of
termination. Any portion of an Award not exercised upon the expiration of the
lesser of the periods specified above shall be null and void unless the Holder
dies during such period, in which case the provisions of Section 10.3 shall
govern.

10.2 Other Loss of Eligibility - Non-Employees. If a Holder is an Eligible
Individual because the Holder is serving in a capacity other than as an Employee
and if that capacity is terminated for any reason other than the Holder's death
or Disability, then that portion, if any, of any and all Awards held by the
Holder that were granted because of that capacity which are not yet exercisable
(or for which restrictions have not lapsed) as of the date of the termination
shall become null and void as of the date of the termination; provided, however,
that the portion, if any, of any and all Awards held by the Holder that are then
exercisable as of the date of the termination shall be exercisable for a period
of the lesser of (a) the remainder of the term of the Award or (b) 30 days
following the date such capacity is terminated. If a Holder is an Eligible
Individual because the Holder is serving in a capacity other than as an Employee
and if that capacity is terminated by reason of the Holder's death or
Disability, then the portion, if any, of any and all Awards held by the Holder
that are not yet exercisable (or for which restrictions have not lapsed) as of
the date of termination for death or Disability shall become exercisable (and
the restrictions thereon, if any, shall lapse) and all such Awards held by that
Holder as of the date of termination that are exercisable (either as a result of
this sentence or otherwise) shall be exercisable for a period of the lesser of
(a) the remainder of the term of the Award or (b) the date which is 30 days
following the date of termination. Any portion of an Award not exercised upon
the expiration of the periods specified in (a) or (b) of the preceding two
sentences shall be null and void upon the expiration of such period, as
applicable.

10.3 Death. Upon the death of a Holder, any and all Awards held by the Holder
that are not then exercisable (or for which restrictions have not lapsed) shall
become immediately exercisable (and any restrictions shall immediately lapse)
and such Awards shall be exercisable by that Holder's legal representatives,
heirs, legatees, or distributees for a period of 90 days following the date of
the Holder's death unless the Award Agreement specifies a longer period of time.
Any portion of an Award not exercised upon the expiration of such period shall
be null and void. Except as expressly provided in this Section 10.3, no Award
held by a Holder shall be exercisable after the death of that Holder.

10.4 Disability. If a Holder is an Eligible Individual because the Holder is an
Employee and if that employment relationship is terminated by reason of the
Holder's Disability, then the portion, if any, of any and all Awards held by the
Holder that are not then exercisable (or for which restrictions have not lapsed)
shall become immediately exercisable (and any restrictions shall immediately
lapse) and such Awards shall be exercisable by the Holder, his guardian or his
legal representative for a period of 90 days following the date of such
termination except as otherwise provided below. Any portion of an Award not
exercised upon the expiration of such period shall be null and void unless the
Holder dies during such period, in which event the provisions of Section 10.3
shall govern. "Disability" shall have the meaning given it in the employment
agreement of the Holder; provided, however, that if the Holder has no employment


                                       21
<PAGE>

agreement defining such term, "Disability" shall mean, as determined by the
Board of Directors in the sole discretion exercised in good faith of the Board
of Directors, a physical or mental impairment of sufficient severity that either
the Holder is unable to continue performing the duties he performed before such
impairment or the Holder's condition entitles him to disability benefits under
any insurance or employee benefit plan of the Corporation or its Subsidiaries
and that impairment or condition is cited by the Corporation as the reason for
termination of the Holder's employment. Notwithstanding the foregoing, in the
event the Holder is permanently and totally disabled so that he is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the Holder furnishes proof of the existence thereof
in such form and manner, and at such time, as the Internal Revenue Service may
require, then the Holder shall have one year from the date of termination within
which to exercise such Awards.

10.5 Leave of Absence. With respect to an Award, the Committee may, in its sole
discretion, determine that any Holder who is on leave of absence for any reason
will be considered to still be in the employ of the Corporation or any of its
Subsidiaries, as applicable, for any or all purposes of the Plan and the Award
Agreement of such Holder.

10.6 Transferability of Awards. In addition to such other terms and conditions
as may be included in a particular Award Agreement, an Award requiring exercise
shall be exercisable during a Holder's lifetime only by that Holder or by that
Holder's guardian or legal representative. An Award requiring exercise shall not
be transferable other than (i) by will or the laws of descent and distribution,
or (ii) in accordance with the terms of the Award Agreement.

10.7 Forfeiture and Restrictions on Transfer. Each Award Agreement may contain
or otherwise provide for conditions giving rise to the forfeiture of the Stock
acquired pursuant to an Award or otherwise and may also provide for those
restrictions on the transferability of shares of the Stock acquired pursuant to
an Award or otherwise that the Committee in its sole and absolute discretion may
deem proper or advisable. The conditions giving rise to forfeiture may include,
but need not be limited to, the requirement that the Holder render substantial
services to the Corporation or its Subsidiaries for a specified period of time.
The restrictions on transferability may include, but need not be limited to,
options and rights of first refusal in favor of the Corporation and shareholders
of the Corporation other than the Holder of such shares of Stock who is a party
to the particular Award Agreement or a subsequent Holder of the shares of Stock
who is bound by that Award Agreement.

10.8 Delivery of Certificates of Stock. Subject to Section 10.9, the Corporation
shall promptly issue and deliver a certificate representing the number of shares
of Stock as to which (a) an Option has been exercised after the Corporation
receives an Exercise Notice and upon receipt by the Corporation of the Exercise
Price and any tax withholding as may be requested, (b) a Stock Appreciation
Right has been exercised (to the extent the Committee determines to pay such
Stock Appreciation Right in shares of Stock pursuant to Section 6.5) and upon
receipt by the Corporation of any tax withholding as may be requested, and (c)
restrictions have lapsed with respect to a Restricted Stock Award and upon
receipt by the Corporation of any tax withholding as may be requested. The value
of the shares of Stock or cash transferable because of an Award under the Plan
shall not bear any interest owing to the passage of time, except as may be
otherwise provided in an Award Agreement. If a Holder is entitled to receive
certificates representing Stock received for more than one form of Award under
the Plan, separate Stock certificates shall be issued with respect to Incentive
Options and Nonstatutory Options.

10.9 Conditions to Delivery of Stock. Nothing herein or in any Award granted
hereunder or any Award Agreement shall require the Corporation to issue any
shares with respect to any Award if that issuance would, in the opinion of
counsel for the Corporation, constitute a violation of the Securities Act or any
similar or superseding statute or statutes, any other applicable statute or
regulation, or the rules of any applicable securities exchange or securities
association, as then in effect. At the time of any exercise of an Option or
Stock Appreciation Right, or at the time of any grant of a Restricted Stock
Award, the Corporation may, as a condition precedent to the exercise of such
Option or Stock Appreciation Right or vesting of any Restricted Stock Award,
require from the Holder of the Award (or in the event of his death, his legal
representatives, heirs, legatees, or distributees) such written representations,
if


                                       22
<PAGE>

any, concerning the Holder's intentions with regard to the retention or
disposition of the shares of Stock being acquired pursuant to the Award and such
written covenants and agreements, if any, as to the manner of disposal of such
shares as, in the opinion of counsel to the Corporation, may be necessary to
ensure that any disposition by that Holder (or in the event of the Holder's
death, his legal representatives, heirs, legatees, or distributees) will not
involve a violation of the Securities Act or any similar or superseding statute
or statutes, any other applicable state or federal statute or regulation, or any
rule of any applicable securities exchange or securities association, as then in
effect.

10.10 Certain Directors and Officers. With respect to Holders who are directors
or officers of the Corporation or any of its Subsidiaries and who are subject to
Section 16(b) of the Exchange Act, Awards and all rights under the Plan shall be
exercisable during the Holder's lifetime only by the Holder or the Holder's
guardian or legal representative, but not for at least six months after grant,
unless (a) the Board of Directors expressly authorizes that an Award shall be
exercisable before the expiration of the six-month period or (b) the death or
Disability of the Holder occurs before the expiration of the six-month period.
In addition, no such officer or director shall exercise any Stock Appreciation
Right or have shares of Stock withheld to pay tax withholding obligations within
the first six months of the term of an Award. Any election by any such officer
or director to have tax withholding obligations satisfied by the withholding of
shares of Stock shall be irrevocable and shall be communicated to the Committee
during the period beginning on the third day following the date of release of
quarterly or annual summary statements of sales and earnings and ending on the
twelfth business day following such date (the "Window Period") or by an
irrevocable election communicated to the Committee at least six months before
the date of exercise of the Award for which such withholding is desired. Any
election by an officer or director to receive cash in full or partial settlement
of a Stock Appreciation Right, as well as any exercise by such individual of a
Stock Appreciation Right for cash, in either case to the extent permitted under
the applicable Award Agreement or otherwise permitted by the Committee, shall be
made during the Window Period or within any other periods that the Committee
shall specify from time to time.

10.11 Securities Act Legend. Certificates for shares of Stock, when issued, may
have the following legend, or statements of other applicable restrictions
(including, without limitation, restrictions required under any federal, state
or foreign law), endorsed thereon and may not be immediately transferable:

            THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
            STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD,
            PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER
            HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE
            DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL
            SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER,
            OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE
            LAWS.

This legend shall not be required for shares of Stock issued pursuant to an
effective registration statement under the Securities Act.

10.12 Legend for Restrictions on Transfer. Each certificate representing shares
issued to a Holder pursuant to an Award granted under the Plan shall, if such
shares are subject to any transfer restriction, including a right of first
refusal, provided for under this Plan or an Award Agreement, bear a legend that
complies with applicable law with respect to the restrictions on transferability
contained in this Section 10.12, such as:

            THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
            RESTRICTIONS ON TRANSFERABILITY IMPOSED BY THAT CERTAIN INSTRUMENT
            ENTITLED "EZCORP, INC. 1998 INCENTIVE PLAN" AS ADOPTED BY THE
            CORPORATION, AND AN AGREEMENT THEREUNDER BETWEEN THE CORPORATION AND
            THE


                                       23
<PAGE>

            INITIAL HOLDER THEREOF DATED OCTOBER 26, 1998, AND MAY NOT BE
            TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF EXCEPT AS THEREIN
            PROVIDED. THE CORPORATION WILL FURNISH A COPY OF SUCH INSTRUMENT AND
            AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON
            REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR
            REGISTERED OFFICE.

10.13 Rights as a Shareholder. A Holder shall have no right as a shareholder
with respect to any shares covered by his Award until a certificate representing
those shares is issued in his name. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash or other property) or distributions
or other rights for which the record date is before the date that certificate is
issued, except as contemplated by Section 9 hereof. Nevertheless, dividends,
dividend equivalent rights and voting rights may be extended to and made part of
any Award denominated in Stock or units of Stock, subject to such terms,
conditions and restrictions as the Committee may establish. The Committee may
also establish rules and procedures for the crediting of interest on deferred
cash payments and dividend equivalents for deferred payment denominated in Stock
or units of Stock.

10.14 Furnish Information. Each Holder shall furnish to the Corporation all
information requested by the Corporation to enable it to comply with any
reporting or other requirement imposed upon the Corporation by or under any
applicable statute or regulation.

10.15 Obligation to Exercise. The granting of an Award hereunder shall impose no
obligation upon the Holder to exercise the same or any part thereof.

10.16 Adjustments to Awards. Subject to the general limitations set forth in
Sections 5, 6, and 9, the Committee may make any adjustment in the Exercise
Price of, the number of shares subject to, or the terms of a Nonstatutory Option
or Stock Appreciation Right by canceling an outstanding Nonstatutory Option or
Stock Appreciation Right and regranting a Nonstatutory Option or Stock
Appreciation Right. Such adjustment shall be made by amending, substituting, or
regranting an outstanding Nonstatutory Option or Stock Appreciation Right. Such
amendment, substitution, or regrant may result in terms and conditions that
differ from the terms and conditions of the original Nonstatutory Option or
Stock Appreciation Right. The Committee may not, however, impair the rights of
any Holder of previously granted Nonstatutory Options or Stock Appreciation
Rights without that Holder's consent. If such action is effected by amendment,
such amendment shall be deemed effective as of the Date of Grant of the amended
Award.

10.17 Remedies. The Corporation shall be entitled to recover from a Holder
reasonable attorneys' fees incurred in connection with the enforcement of the
terms and provisions of the Plan and any Award Agreement whether by an action to
enforce specific performance or for damages for its breach or otherwise.

10.18 Information Confidential. As partial consideration for the granting of
each Award hereunder, the Holder shall agree with the Corporation that he will
keep confidential all information and knowledge that he has relating to the
manner and amount of his participation in the Plan; provided, however, that such
information may be disclosed as required by law and may be given in confidence
to the Holder's spouse, tax or financial advisors, or to a financial institution
to the extent that such information is necessary to secure a loan. In the event
any breach of this promise comes to the attention of the Committee, it shall
take into consideration that breach in determining whether to recommend the
grant of any future Award to that Holder, as a factor mitigating against the
advisability of granting any such future Award to that Person.

10.19 Consideration. No Option or Stock Appreciation Right shall be exercisable
and no restriction on any Restricted Stock Award shall lapse with respect to a
Holder unless and until the Holder thereof shall have paid cash or property to,
or performed services for, the Corporation or any of its Subsidiaries that the
Committee believes is equal to or greater in value than the par value of the
Stock subject to such Award.

11. SECTION DURATION AND AMENDMENT OF PLAN


                                       24
<PAGE>

11.1 Duration. No Awards may be granted hereunder after the date that is ten
years from the earlier of (a) the date the Plan is adopted by the Board of
Directors or (b) the date the Plan is approved by the shareholders of the
Corporation.

11.2 Amendment. The Board of Directors may, insofar as permitted by law, with
respect to any shares which, at the time, are not subject to Awards, suspend or
discontinue the Plan or revise or amend it in any respect whatsoever and may
amend any provision of the Plan or any Award Agreement to make the Plan or the
Award Agreement, or both, comply with Section 16(b) of the Exchange Act and the
exemptions from that Section in the regulations thereunder. The Board of
Directors may also amend, modify, suspend, or terminate the Plan for the purpose
of meeting or addressing any changes in other legal requirements applicable to
the Corporation or the Plan or for any other purpose permitted by law. The Plan
may not be amended without the consent of the holders of a majority of the
shares of Stock then outstanding to (a) increase materially the aggregate number
of shares of Stock that may be issued under the Plan (except for adjustments
pursuant to Section 9 hereof), (b) increase materially the benefits accruing to
Eligible Individuals under the Plan, or (c) modify materially the requirements
about eligibility for participation in the Plan; provided, however, that such
amendments may be made without the consent of shareholders of the Corporation if
changes occur in law or other legal requirements (including Rule 16b-3) that
would permit such changes. In connection with any amendment of the Plan, the
Board of Directors shall be authorized to incorporate such provisions as shall
be necessary for amounts paid under the Plan to be exempt from Section 162(m) of
the Code.

12.         SECTION   GENERAL

12.1 Application of Funds. The proceeds received by the Corporation from the
sale of shares pursuant to Awards may be used for any general corporate purpose.

12.2 Right of the Corporation and Subsidiaries to Terminate Employment. Nothing
contained in the Plan or in any Award Agreement shall confer upon any Holder the
right to continue in the employ of the Corporation or any Subsidiary or
interfere in any way with the rights of the Corporation or any Subsidiary to
terminate the Holder's employment at any time.

12.3 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 Award granted under it; and members of the Board of Directors and the
Committee shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is
approved by independent legal counsel selected by the Corporation, and amounts
paid in satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising therefrom to the full extent permitted by law and under any
directors' and officers' liability or similar insurance coverage that may from
time to time be in effect. This right to indemnification shall be in addition
to, and not a limitation on, any other indemnification rights any member of the
Board of Directors or the Committee may have.

12.4 Other Benefits. Participation in the Plan shall not preclude the Holder
from eligibility in any other stock or stock option plan of the Corporation or
any Subsidiary or any old age benefit, insurance, pension, profit sharing
retirement, bonus, or other extra compensation plans that the Corporation or any
Subsidiary has adopted, or may, at any time, adopt for the benefit of its
Employees. Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the shareholders of the Corporation for approval shall
be construed as creating any limitations on the power of the Board of Directors
to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options and the awarding of Stock and
cash otherwise than under the Plan and such arrangements may be either generally
applicable or applicable only in specific cases.

12.5 Exclusion From Pension and Profit-Sharing Compensation. By acceptance of an
Award (regardless of form), as applicable, each Holder shall be deemed to have
agreed that the Award is special incentive compensation that will not be taken
into account in any manner as salary, compensation, or bonus in determining the
amount of any payment under any pension, retirement, or other employee benefit
plan of the Corporation or any Subsidiary, unless any pension, retirement, or
other employee benefit plan of the Corporation or Subsidiary expressly provides
that such Award shall be so considered for purposes of determining the amount of
any


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<PAGE>

payment under any such plan. In addition, each beneficiary of a deceased Holder
shall be deemed to have agreed that the Award will not affect the amount of any
life insurance coverage, if any, provided by the Corporation or a Subsidiary on
the life of the Holder that is payable to the beneficiary under any life
insurance plan covering Employees of the Corporation or any Subsidiary.

12.6 Execution of Receipts and Releases. Any payment of cash or any issuance or
transfer of shares of Stock to the Holder, or to his legal 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 Committee may require any Holder, 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.

12.7 Unfunded Plan. Insofar as it provides for Awards of cash and Stock, the
Plan shall be unfunded. Although bookkeeping accounts may be established with
respect to Holders who are entitled to cash, Stock, or rights thereto under the
Plan, any such accounts shall be used merely as a bookkeeping convenience. The
Corporation shall not be required to segregate any assets that may at any time
be represented by cash, Stock, or rights thereto, nor shall the Plan be
construed as providing for such segregation, nor shall the Corporation nor the
Board of Directors nor the Committee be deemed to be a trustee of any cash,
Stock, or rights thereto to be granted under the Plan. Any liability of the
Corporation to any Holder with respect to a grant of cash, Stock, or rights
thereto under the Plan shall be based solely upon any contractual obligations
that may be created by the Plan and any Award Agreement; no such obligation of
the Corporation shall be deemed to be secured by any pledge or other encumbrance
on any property of the Corporation. Neither the Corporation nor the Board of
Directors nor the Committee shall be required to give any security or bond for
the performance of any obligation that may be created by the Plan.

12.8 No Guarantee of Interests. Neither the Committee nor the Corporation
guarantees the Stock of the Corporation from loss or depreciation.

12.9 Payment of Expenses. All expenses incident to the administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Corporation or its Subsidiaries; provided,
however, the Corporation or a Subsidiary may recover any and all damages, fees,
expenses, and costs arising out of any actions taken by the Corporation to
enforce its right to purchase Stock under this Plan.

12.10 Corporation Records. Records of the Corporation or its Subsidiaries
regarding the Holder'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 Committee to be
incorrect.

12.11 Information. The Corporation and its Subsidiaries shall, upon request or
as may be specifically required hereunder, furnish or cause to be furnished all
of the information or documentation which is necessary or required by the
Committee to perform its duties and functions under the Plan.

12.12 No Liability of Corporation. The Corporation assumes no obligation or
responsibility to the Holder or his legal representatives, heirs, legatees, or
distributees for any act of, or failure to act on the part of, the Committee.

12.13 Corporation Action. Any action required of the Corporation shall be by
resolution of its Board of Directors or by a Person authorized to act by
resolution of the Board of Directors.

12.14 Severability. In the event that any provision of this Plan, or the
application hereof to any Person or circumstance, is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect
under present or future laws effective during the effective term of any such
provision, such invalid, illegal, or unenforceable provision shall be fully
severable; and this Plan shall then be construed and enforced as if such
invalid, illegal, or unenforceable provision had not been contained in this
Plan; and the remaining provisions of this Plan shall remain in full force and
effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Plan. Furthermore, in lieu of each such
illegal, invalid, or unenforceable provision, there shall be added automatically
as part of this Plan a provision as similar in terms to such illegal, invalid,
or unenforceable provision as may be possible and be


                                       26
<PAGE>

legal, valid, and enforceable. If any of the terms or provisions of this Plan
conflict with the requirements of Rule 16b-3 (as those terms or provisions are
applied to Eligible Individuals who are subject to Section 16(b) of the Exchange
Act), then those conflicting terms or provisions shall be deemed inoperative to
the extent they so conflict with the requirements of Rule 16b-3 and, in lieu of
such conflicting provision, there shall be added automatically as part of this
Plan a provision as similar in terms to such conflicting provision as may be
possible and not conflict with the requirements of Rule 16b-3. If any of the
terms or provisions of this Plan conflict with the requirements of Section 422
of the Code (with respect to Incentive Options), then those conflicting terms or
provisions shall be deemed inoperative to the extent they so conflict with the
requirements of Section 422 of the Code and, in lieu of such conflicting
provision, there shall be added automatically as part of this Plan a provision
as similar in terms to such conflicting provision as may be possible and not
conflict with the requirements of Section 422 of the Code. With respect to
Incentive Options, if this Plan does not contain any provision required to be
included herein under Section 422 of the Code, that provision shall be deemed to
be incorporated herein with the same force and effect as if that provision had
been set out at length herein; provided, however, that, to the extent any Option
that is intended to qualify as an Incentive Option cannot so qualify, that
Option (to that extent) shall be deemed a Nonstatutory Option for all purposes
of the Plan.

12.15 Notices. Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any notice
required or permitted to be delivered hereunder shall be deemed to be delivered
on the date on which it is actually received by the Corporation addressed to the
attention of the Corporate Secretary at the Corporation's office as specified in
the applicable Award Agreement. The Corporation or a Holder may change, at any
time and from time to time, by written notice to the other, the address which it
or he had previously specified for receiving notices. Until changed in
accordance herewith, the Corporation and each Holder shall specify as its and
his address for receiving notices the address set forth in the Award Agreement
pertaining to the shares to which such notice relates. Any Person entitled to
notice hereunder may waive such notice.

12.16 Successors. The Plan shall be binding upon the Holder, his legal
representatives, heirs, legatees, and distributees, upon the Corporation, its
successors and assigns and upon the Committee and its successors.

12.17 Headings. The titles and headings of Sections are included for convenience
of reference only and are not to be considered in construction of the provisions
hereof.

12.18 Governing Law. All questions arising with respect to the provisions of the
Plan shall be determined by application of the laws of the State of Texas,
without giving effect to any conflict of law provisions thereof, except to the
extent Texas law is preempted by federal law. Questions arising with respect to
the provisions of an Award Agreement that are matters of contract law shall be
governed by the laws of the state specified in the Award Agreement, except to
the extent that [Texas] corporate law subconflicts with the contract law of such
state, in which event [Texas] corporate law shall govern irrespective of any
conflict of law laws. The obligation of the Corporation to sell and deliver
Stock hereunder is subject to applicable federal, state and foreign laws and to
the approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Stock.

12.19 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.

            IN WITNESS WHEREOF, the Corporation, acting by and through its
officers hereunto duly authorized, has executed this 1998 Incentive Plan, to be
effective as of October 26, 1998.


                                       27
<PAGE>

                                              EZCORP, INC.,
                                              a Delaware corporation

                                              By:
                                                  ------------------------------
                                                  Vincent A. Lambiase, President


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