EXCALIBUR
TECHNOLOGIES CORPORATION





1995 INCENTIVE
PLAN





Section
1.  Purpose: Definitions







The purpose of the Excalibur
Technologies Corporation 1995 Incentive Plan (the “Plan”) is to enable Excalibur
Technologies Corporation (the “Company”) to attract, retain and reward key
employees of the Company and its Subsidiaries and Affiliates, and strengthen the
mutuality of interest between such key employees and the Company’s stockholders
by offering such key employees performance-based stock incentives and/or other
equity interests or equity-based incentives in the Company, as well as
performance-based incentives payable in cash.





For purposes of the Plan the following
terms shall be defined as set forth below:





(a)           “Affiliate”
means any entity other than the Company and its Subsidiaries that is designated
by the Board as a participating employer under the Plan, provided that the
Company directly or indirectly owns at least 20% of the combined voting power of
all classes of stock of such entity or at least 20% of the ownership interests
in such entity.





(b)           “Board”
means the Board of Directors of the Company.





(c)           “Book
Value” means as of any given date, on a per share basis (i) the stockholders’
Equity in the Company as of the end of the immediately preceding fiscal year as
reflected in the Company’s consolidated balance sheet, subject to such
adjustments as the Committee shall specify at or after grant, divided by (ii)
the number of then outstanding shares of Stock as of such year-end date (as
adjusted by the Committee for subsequent events).





(d)           “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto.





(e)           “Committee”
means the Committee referred to in Section 2 of the Plan.  If at any
time no Committee shall be in office, then the functions of the Committee
specified in the Plan shall be exercised by the Board.





(f)           “Company”
means Excalibur Technologies Corporation, a corporation organized under the laws
of the State of Delaware, or any successor corporation.





(g)           “Disability”
means disability as determined under procedures established by the Committee for
purposes of this Plan.





(h)           “Disinterested
Person” shall have the meaning set forth in Rule 16b-3(d)(3) as promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of 1934
(the “Exchange Act”), or any successor definition adopted by the
Commission.





(i)           “Fair
Market Value” means as of any given date, unless otherwise determined by the
Committee in good faith, the mean between the highest and lowest quoted bid
price, regular way, of the Stock on the NASDAQ System or, if no such sale of
Stock occurs on such date, the fair market value of the Stock as determined by
the Committee in good faith.





(j)           “Incentive
Stock Option” means any Stock Option intended to be and designated as an
“Incentive Stock Option” within the meaning of Section 422A of the
Code.





(k)           “Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock
Option.





(l)           “Other
Stock-Based Award” means an award under Section 6 below that is valued in whole
or in part by reference to, or is otherwise based on, Stock.




(m)           “Stock”
means the Common Stock, $.01 par value per share of the
Company.





(n)           “Stock
Option” or “Option” means any option to purchase shares of Stock (including
Restricted Stock and Deferred Stock, if the Committee so determines) granted
pursuant to Section 5 below.





(o)           “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if the corporation (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.





In addition, the terms “Change in
Control” and “Change in Control Price” shall have the meanings set forth,
respectively, in Sections 11(b), (c) and (d) below and the term “Cause” shall
have the meaning set forth in Section 5(i) below.











SECTION
2.  Administration





The Plan shall be administered by a
Committee of no fewer than two Disinterested Persons, who shall be appointed by
the Board and who shall serve at the pleasure of the Board.  The
functions of the Committee specified in the Plan shall be exercised by the
Board, if and to the extent that no Committee exists which has the authority to
so administer the Plan.





The Committee shall have full authority
to grant, pursuant to the terms of the Plan, to officers and other key employees
eligible under Section 4:  (i) Stock Options, and/or (ii) Other
Stock-Based Awards.





In particular, the Committee shall have
the authority:





(a)           to
select the officers and other key employees of the Company and its Subsidiaries
and Affiliates to whom Stock Options and/or Other Stock-Based Awards may from
time to time be granted hereunder;





(b)           to
determine whether and to what extent Incentive Stock Options, Non-Qualified
Stock Options, and/or Other Stock-Based Awards, or any combination thereof, are
to be granted hereunder to one or more eligible employees;





(c)           to
determine the number of shares to be covered by each such award granted
hereunder;





(d)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder (including, but not limited to, the share price
and any restriction or limitation, or any vesting acceleration or waiver of
forfeiture restrictions regarding any Stock Option or other award and/or the
shares of Stock relating thereto, based in each case on such factors as the
Committee shall determine, in its sole discretion);





(e)           to
determine whether and under what circumstances a Stock Option may be settled in
cash, Restricted Stock and/or Deferred Stock under Section 5(k) or (l), as
applicable, instead of Stock;





(f)           to
determine whether, to what extent and under what circumstances grants and/or
other awards under the Plan and/or other cash awards made by the Company are to
be made, and  operate, on a tandem basis vis-à-vis other awards under
the Plan and/or cash awards made outside of the Plan, or on an additive
basis;





(g)           to
determine whether, to what extent and under what circumstances Stock and other
amounts payable with respect to an award under this Plan shall be deferred
either automatically or at the election of the participant (including providing
for and determining the amount (if any) of any deemed earnings on any deferred
amount during any deferral period);





(h)           to
determine the terms and restrictions applicable to Stock Purchase Rights and the
Stock purchased by exercising such Rights; and





(i)           to
grant with the consent of the optionee, in substitution for outstanding Stock
Options, replacement Stock Options, which may be at a lower exercise price,
provided that, in the case of Incentive Stock Options, at an exercise price less
than the Fair Market Value of the Stock at the time of replacement.





The Committee shall have the authority
to adopt, alter and repeal such rules, guidelines and practices governing the
Plan as it shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any agreements
relating thereto); and to otherwise supervise the administration of the
Plan.





All decisions made by the Committee
pursuant to the provisions of the Plan shall be made in the Committee’s sole
discretion and shall be final and binding on all persons, including the Company
and Plan participants.














SECTION 3.  Stock
Subject to Plan





The total number of shares of Stock
reserved and available for distribution under the Plan shall be 400,000
shares.  Such shares may consist, in whole or in part, of authorized
and unissued shares or treasury shares.





Subject to Section 6(b)(iv) below, if
any shares of Stock that have been optioned cease to be subject to a Stock
Option, or if any such shares of Stock that are subject to any Restricted Stock
or Deferred Stock award, Stock Purchase Right or other Stock-Based Award granted
hereunder are forfeited or any such award otherwise terminates, without a
payment being made to the participant in the form of Stock, such shares shall
again be available for distribution in connection with future awards under the
Plan.





In the event of any merger,
reorganization, consolidation, recapitalization, stock dividend, stock split
spin-offs, spin-outs or other change in corporate structure affecting the Stock,
such substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Options granted under the Plan, in the number and
purchase price of shares subject to outstanding Stock Purchase Rights under the
Plan, and in the number of shares subject to other outstanding awards granted
under the Plan as may be determined to be appropriate by the Committee, in its
sole discretion, provided that the number of shares subject to any award shall
always be a whole number.  Such adjusted option price shall also be
used to determine the amount payable by the Company upon the exercise of any
Stock Appreciation Right associated with any Stock Option.











SECTION
4.  Eligibility





Officers, directors and key employees
of the Company and its Subsidiaries and Affiliates (but excluding members of the
Committee) and any other individual as determined by the Committee who are
responsible for or contribute to the management, growth and/or profitability of
the business of the Company and/or its Subsidiaries and Affiliates are eligible
to be granted awards under the Plan.











SECTION 5  Stock
Options





Stock Options may be granted alone, in
addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan.  Any Stock Option granted under the
Plan shall be in such form as the Committee may from time to time
approve.





Stock Options granted under the Plan
may be of two types:  (i) Incentive Stock Options and (ii)
Non-Qualified Stock Options.





The Committee shall have the authority
to grant to any optionee Incentive Stock Options, Non-Qualified Stock Options,
or both types of Stock Options (in each case with or without Stock Appreciation
Rights).





Options granted under the Plan shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable:





(a)           Option
Price.  The option price per share of Stock purchasable under
an Incentive Stock Option shall be determined by the Committee at the time of
grant but shall be not less than 100% of the Fair Market Value of the Stock at
the time of grant.  Non-Qualified Stock Options may, in the discretion
of the Committee, may be granted at a price per share less than the Fair Market
Value of the Stock at the time of grant.





(b)           Option
Term.  The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years after
the date the Option is granted.





(c)           Exercisability.  Stock
Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at or after
grant.  If the Committee provides, in its sole discretion, that any
Stock Option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time at or after grant in whole or in
part, based on such factors as the Committee shall determine, in its sole
discretion.





(d)           Method of
Exercise.  Subject to whatever installment exercise provisions
apply under Section 5(c), Stock Options may be exercised in whole or in part at
any time during the option period by giving written notice of exercise to the
Company specifying the number of shares to be purchased.  Such notice
shall be accompanied by payment in full of the purchase price, either by check,
note or such other instrument as the Committee may accept.  As
determined by the Committee, in its sole discretion, at of after grant, payment
in full or in part may also be made in the form of Stock or, in the case of the
exercise of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock
subject to an award hereunder (based, in each case, on the Fair Market Value of
the Stock on the date the option is exercised, as determined by the
Committee).





No shares of Stock shall be issued
until full payment therefor has been made.  An optionee shall
generally have the rights to dividends or other rights of a shareholder with
respect to shares subject to the Option when the optionee has given written
notice of exercise, has paid in full for such shares, and if requested, has
given the representation described in Section 10(a).





(e)           Non-Transferability of
Options.  No Stock Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable, during the optionee’s lifetime, only by the
optionee.





(f)           Termination by
Death.  Subject to Section 5(j), if an optionee’s employment by
the Company or any Subsidiary or Affiliate terminates by reason of death, any
Stock Option held by such optionee may thereafter be exercised, to the extent
such option was exercisable at the time of death or on such accelerated basis as
the Committee may determine at or after grant (or as may be determined in
accordance with procedures established by the Committee), by the legal
representative of the estate or by the legatee of the optionee under the will of
the optionee, for a period of one year (or such other period as the Committee
may specify at grant) from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.





(g)           Termination by Reason of
Disability.  Subject to Section 5(j), if an optionee’s
employment by the Company and any Subsidiary or Affiliate terminates by reason
of Disability, any Stock Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was exercisable at the time of
termination or on such accelerated basis as the Committee may determine at or
after grant (or as may be determined in accordance with procedures established
by the Committee), for a period of one year (or such other period as the
Committee may specify at grant) from the date of such termination of employment
or until the expiration of the stated term of such Stock Option, whichever
period is the shorter, provided, however, that if the optionee dies within such
one-year period (or such other period as the Committee shall specify at grant),
any unexercised Stock Option held by such optionee shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for a
period of one year from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.  In
the event of termination of employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422A of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.





(h)           Other
Termination.  Unless otherwise determined by the Committee (or
pursuant to procedures established by the Committee) at or after grant, if the
employment of an optionee by the Company or any Subsidiary or Affiliate
terminates for any reason other than death or Disability, the Stock Option shall
thereupon terminate, except that such Stock Option may be exercised, to the
extent otherwise then exercisable, for the lesser of three months or the balance
of such Stock Option’s term if the optionee is involuntarily terminated by the
Company or any Subsidiary or Affiliate without Cause.  For purposes of
this Plan, “Cause” means a felony conviction of an optionee or the failure of an
optionee to contest prosecution for a felony, or an optionee’s willful
misconduct or dishonesty, any of which is directly and materially harmful to the
business or reputation of the Company or any Subsidiary or
Affiliate.





(i)           Incentive Stock
Options.  Anything in the Plan to the contrary notwithstanding,
no term of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under this
Plan be so exercised, so as to disqualify the Plan under Section 422A of the
Code, or without consent of the optionee(s) affected, to disqualify any
Incentive Stock Option under such Section 422A.





To the extent required for “incentive
stock option” status under Section 422A(b)(7) of the Code (taking into account
applicable Internal Revenue Service regulations and pronouncements), the Plan
shall be deemed to provide that the aggregate Fair Market Value (determined as
of the time of grant) of the Stock with respect to which Incentive Stock Options
granted are exercisable for the first time by the optionee during any calendar
year under the Plan and/or any other stock option plan of the Company or any
Subsidiary or parent corporation (within the meaning of Section 425 of the Code)
shall not exceed $100,000.  If Section 422A is hereafter amended to
delete the requirement now in Section 422A(b)(7) that the plan text expressly
provide for the $100,000 limitation set forth in Section 422A(b)(7), then this
first paragraph of Section 5(i) shall no longer be operative.





(j)           Buyout
Provisions.  The Committee may at any time offer to buy out for
a payment in cash Stock, Deferred Stock or Restricted Stock an option previously
granted, based on such terms and conditions as the Committee shall establish and
communicate to the optionee at the time that such offer is made.





(k)           Settlement
Provisions.  If the option agreement so provides at grant or is
amended after grant and prior to exercise to so provide (with the optionee’s
consent), the Committee may require that all or part of the shares to be issued
with respect to the spread value of an exercised Option take the form of
Deferred or Restricted Stock, which shall be valued on the date of exercise on
the basis of the Fair Market Value (as determined by the Committee) of such
Deferred or Restricted Stock determined without regard to the deferral
limitations and/or forfeiture restrictions involved.











SECTION 6.  Other
Stock-Based Awards





(a)           Administration.  Other
awards of Stock and other awards that are valued in whole or in part by
reference to, or are otherwise based on, Stock (“Other Stock-Based Awards”),
including, without limitation, performance shares, convertible preferred stock,
convertible debentures, exchangeable securities and Stock awards or options
valued by reference to Book Value or subsidiary performance, may be granted
either alone or in addition to or in tandem with Stock Options granted under the
Plan and/or cash awards made outside of the Plan.





Subject to the provision of the Plan,
the Committee shall have authority to determine the persons to whom and the time
or times at which such awards shall be made, the number of shares of Stock to be
awarded pursuant to such awards, and all other conditions of the
awards.  The Committee may also provide for the grant of Stock upon
the completion of a specified performance period.





The provisions of Other Stock-Based
Awards need not be the same with respect to each recipient.





(b)           Terms and
Conditions.  Other Stock-Based Awards made pursuant to this
Section 6 shall be subject to the following terms and conditions:





(i)           Subject
to the provision of the Plan and the award agreement referred to in Section
6(b)(v) below, shares subject to awards made under this Section 6 may not be
sold, assigned, transferred, pledged or otherwise encumbered prior to the date
on which the shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses.





(ii)           Subject
to the provisions of the Plan and the award agreement and unless otherwise
determined by the Committee at grant, the recipient of an award under this
Section 6 shall be entitled to receive, currently or on a deferred basis,
interest or dividends or interest or dividend equivalents with respect to the
number of shares covered by the award, as determined at the time of the award by
the Committee, in its sole discretion, and the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Stock or
otherwise reinvested.





(iii)           Any
award under this Section 6 and any Stock covered by any such award shall vest or
be forfeited to the extent so provided in the award agreement, as determined by
the Committee, in its sole discretion.





(iv)           In
the event of the participant’s retirement, disability or death, or in cases of
special circumstances, the Committee may, in its sole discretion, waive in whole
or in part any or all of the remaining limitations imposed hereunder (if any)
with respect to any or all of an award under this Section 6.





(v)           Each
award under this Section 6 shall be confirmed by, and subject to the terms of,
an agreement or other instrument by the Company and by the
participant.





(vi)           Stock
(including securities convertible into Stock) issued on a bonus basis under this
Section 6 may be issued for no cash consideration.  Stock (including
securities convertible into Stock) purchased pursuant to a purchase right
awarded under this Section 6 shall be priced at least 50% of the Fair Market
Value of the Stock on the date of grant.











SECTION 7.  Change
in Control Provisions





(a)           Impact of
Event.  In the event of a “Change in Control” as defined in
Section 7(b) unless otherwise decided by the Committee, the following
acceleration and valuation provisions shall apply:





(i)           Any
Stock Apprecation Rights (including, without limitation, any Limited
Appreciation Rights) outstanding for at least six months and any Stock Options
awarded under the Plan not previously exercisable and vested shall become fully
exercisable and vested.





(ii)           The
restrictions and deferral limitations applicable to any Restricted Stock,
Deferred Stock, Stock Purchase rights and Other Stock-Based Awards, in each case
to the extent not already vested under the Plan, shall lapse and such shares and
awards shall be deemed fully vested.





(iii)           The
value of all outstanding Stock Options, Stock Appreciation Rights, Restricted
Stock, Deferred Stock, Stock Purchase Rights and Other Stock-Based Awards, in
each case to the extent vested, shall, unless otherwise determined by the
Committee in its sole discretion at or after grant but prior to any Change in
Control, be cashed out on the basis of the “Change in Control Price” as defined
in Section 7(d) as of the date such Change in Control is determined to have
occurred or such other date as the Committee may determine prior to the Change
in Control.





(b)           Definition of “Change in
Control”.  For purposes of Section 7(a), a “Change in Control”
means the happening of any of the following:





(i)           When
any “person” as defined in Section 3(a)(9) of the Exchange Act and as used in
Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)
of the Exchange Act but excluding the Company and any Subsidiary and any
employee benefit plan sponsored or maintained by the Company or any Subsidiary
(including any trustee of such plan acting as trustee), directly or indirectly,
becomes the “beneficial owner” (as defined in Rule 13(d)-3 under the Exchange
Act, as amended from time to time), of securities of the Company representing 20
percent or more of the combined voting power of the Company’s then outstanding
securities;





(ii)           When,
during any period of 24 consecutive months during the existence of the Plan, the
individuals who, at the beginning of such period, constitute the Board (the
“Incumbent Directors”) cease for any reason other than death to constitute at
least a majority thereof, provided, however, that a director who was not a
director at the beginning of such 24-month period shall be deemed to have
satisfied such 24-month requirement (and be an Incumbent Director) if such
director was elected by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as Incumbent Directors
either actually (because they were directors at the beginning of such 24-month
period) or by prior operation of this Section 7(b)(ii); or





(iii)           The
occurrence of a transaction requiring stockholder approval for the acquisition
of the Company by an entity other than the Company or a Subsidiary through
purchase of assets, or by merger, or otherwise.





(c)           Change in Control
Price.  For purposes of this Section 7, “Change in Control
Price” means the highest price per share bid in any transaction reported on the
NASDAQ System, or paid or offered in any bona fide transaction related to a
Change in Control of the Company at any time during the 60 day period
immediately preceding the occurrence of the Change in Control, in each case as
determined by the Committee except that, in the case of Incentive Stock Options
and Stock Appreciation Rights relating to Incentive Stock Options, such price
shall be based only on transactions reported for the date on which the optionee
exercises such Stock Appreciation Rights (or Limited Stock Appreciation Rights)
or, where applicable, the date on which a cashout occurs under Section
7(a)(ii).











SECTION
8.  Amendment and Termination





The Board may amend, alter, or
discontinue the Plan, but no amendment, alteration, or discontinuation shall be
made which would impair the rights of an optionee or participant under a Stock
Option, Stock Appreciation Right (or Limited Stock Appreciation Right),
Restricted or Deferred Stock award, Stock Purchase Right or Other Stock-Based
Award theretofore granted, without the optionee’s or participant’s consent, or
which, without the approval of the Company’s stockholders, would cause the Plan
to no longer comply with Rule 16b-3 under the Exchange Act or any successor rule
or other regulatory requirements.





The Committee may amend the terms of
any Stock Option or other award theretofore granted, prospectively or
retroactively, but, subject to Section 3 above, no such amendment shall impair
the rights of any holder without the holder’s consent.





Subject to the above provisions, the
Board shall have broad authority to amend the Plan to take into account changes
in applicable securities and tax laws and accounting rules.











SECTION
9.  Unfunded Status of Plan





The Plan is intended to constitute an
“unfunded” plan for incentive and deferred compensation.  With respect
to any payments not yet made to a participant or optionee by the Company,
nothing contained herein shall give any such participant or optionee any rights
that are greater than those of a general creditor of the Company.  In
its sole discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Stock or
payments in lieu of or with respect to awards hereunder, provided, however,
that, unless the Committee otherwise determines with the consent of the affected
participant, the existence of such trusts or other arrangements is consistent
with the “unfunded” status of the Plan.











SECTION
10.  General Provisions





(a)           The
Committee may require each person purchasing shares pursuant to a Stock Option
or other award under the Plan to represent and to agree with the Company in
writing that the optionee or participant is acquiring the shares without a view
to distribution thereof.  The certificates for such shares may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer.





All certificates for shares of Stock or
other securities delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Stock is then listed, and
any applicable Federal or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.





(b)           Nothing
contained in the Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable
only in specific cases.





(c)           The
adoption of the Plan shall not confer upon any employee of the Company or any
Subsidiary or Affiliate any right to continued employment with the Company or a
Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary or Affiliate to terminate the
employment of any of its employees at any time.


(d)           No
later than the date as of which an amount first becomes includible in the gross
income of the participant for Federal income tax purposes with respect to any
award under the Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount.  Unless otherwise determined by the Committee,
withholding obligations may be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement.  The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company and its Subsidiaries and Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment or any kind otherwise due to the participant.





(e)           The
actual or deemed reinvestment of dividends or dividend equivalents in additional
Restricted Stock (or in Deferred Stock or other types of Plan awards) at the
time of any dividend payment shall be permissible only if sufficient shares of
Stock are available under Section 3 for such reinvestment (taking into account
then outstanding Stock Options, Stock Purchase Rights and other Plan
awards).





(f)           The
Plan and all awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Delaware.











SECTION
11.  Effective Date of Plan





The Plan shall be effective as of June
28, 1995, subject to the approval of the Plan by a majority of the votes cast by
the holders of Stock at the next annual stockholder’s meeting in
1995.  Any grants made under the Plan prior to such approval shall be
effective when made (unless otherwise specified by the Committee at the time of
grant), but shall be conditioned on, and subject to, such approval of the Plan
by such shareholders.











SECTION 12.  Term
of Plan





No Stock Option or Other Stock-Based
Award shall be granted pursuant to the Plan on or after the tenth anniversary of
the date of stockholder approval, but awards granted prior to such tenth
anniversary may extend beyond that date.