EXHIBIT 10.8

                         Hyde Athletic Industries, Inc.

                     1993 EQUITY INCENTIVE PLAN, AS AMENDED
                       (Restated as of December 20, 1997)


Purpose.

The purpose of this plan (the "Plan") is to secure for Hyde Athletic Industries,
Inc. (the  "Company")  and its  shareholders  the benefits  arising from capital
stock  ownership by employees,  officers and directors  of, and  consultants  or
advisors  to, the Company  and its parent and  subsidiary  corporations  who are
expected to contribute to the Company's future growth and success.  Except where
the context otherwise requires,  the term "Company" shall include the parent and
all present and future subsidiaries of the Company as defined in Sections 424(e)
and 424(f) of the  Internal  Revenue Code of 1986,  as amended or replaced  from
time to time (the "Code").

         Type of Options and Awards; Administration.

Types of Options  and  Awards.  Options  granted  pursuant  to the Plan shall be
authorized  by action of the Board of  Directors  of the Company (or a Committee
designated by the Board of Directors) and may be either  incentive stock options
("Incentive  Stock Options") meeting the requirements of Section 422 of the Code
or  non-statutory  options  which are not intended to meet the  requirements  of
Section 422 of the Code. Awards granted pursuant to the Plan shall be authorized
by action of the Board of Directors of the Company (or a Committee designated by
the Board of  Directors)  and shall meet the  requirements  of Section 13 of the
Plan.

Administration.  The Plan will be  administered by the Board of Directors of the
Company,  whose  construction and  interpretation of the terms and provisions of
the Plan shall be final and  conclusive.  The Board of Directors may in its sole
discretion  (i) grant options to purchase  shares of the Company's  Common Stock
(as defined in Section 4 of the Plan),  and issue  shares upon  exercise of such
options as provided in the Plan and (ii) make awards for the  purchase of shares
of Common  Stock  pursuant  to  Section  13 of the Plan.  The Board  shall  have
authority,  subject to the  express  provisions  of the Plan,  to  construe  the
respective  option  agreements,  awards and the Plan,  to  prescribe,  amend and
rescind rules and  regulations  relating to the Plan, to determine the terms and
provisions of the respective  option  agreements  and awards,  which need not be
identical,  and to make all other determinations in the judgment of the Board of
Directors  necessary or desirable for the  administration of the Plan. The Board
of  Directors  may correct any defect or supply any  omission or  reconcile  any
inconsistency  in the Plan or in any option agreement or award in the manner and
to the extent it shall deem expedient to carry the Plan into effect and it shall
be the sole and final judge of such  expediency.  No  director or person  acting
pursuant to authority  delegated  by the Board of Directors  shall be liable for
any action or  determination  made in good faith. The Board of Directors may, to
the full extent  permitted by or consistent  with applicable laws or regulations
(including, without limitation,  applicable state law and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule  ("Rule  16b-3")),  delegate  any or all of its powers  under the Plan to a
committee  (the  "Committee")  appointed by the Board of  Directors,  and if the
Committee is so appointed  all  references to the Board of Directors in the Plan
shall mean and relate to such Committee to the extent  authority is so delegated
to such Committee.

                  Applicability  of Rule  16b-3.  Those  provisions  of the Plan
which make  express  reference to Rule 16b-3 shall apply only to such persons as
are  required  to file  reports  under  Section  16(a)  of the  Exchange  Act (a
"Reporting Person").

         Eligibility.

                  General.  Options and awards may be granted or made to persons
who are, at the time of grant, employees, officers or directors (so long as such
officers and directors are also  employees)  of, or  consultants or advisors to,
the  Company;  provided,  that the class of employees  to whom  Incentive  Stock
Options may be granted  shall be limited to all  employees of the  Company;  and
provided further that non-employee  directors of the Company are not eligible to
receive  options or awards of restricted  stock under the Plan. A person who has
been  granted an option or award may,  if he or she is  otherwise  eligible,  be
granted  additional  options  or  awards  if the  Board  of  Directors  shall so
determine.  Subject to adjustment  as provided in Section 16 below,  the maximum
number of shares with respect to which options or restricted stock awards may be
granted to any person under the Plan shall not exceed  150,000  shares of Common
Stock (as defined in Section 4 below)  during any calendar  year during the term
of the Plan. For the purpose of calculating  such maximum number,  (a) an option
or award  shall  continue  to be  treated  as  outstanding  notwithstanding  its
repricing,  cancellation  or expiration  and (b) the repricing of an outstanding
option or award or the issuance of a new option or award in  substitution  for a
cancelled  option  or award  shall be deemed  to  constitute  the grant of a new
additional option or award, as the case may be, separate from the original grant
that is repriced or cancelled.

                  Grant of Options to Directors and Officers. The selection of a
director or an officer (as the terms  "director"  and  "officer" are defined for
purposes  of Rule  16b-3) as a  participant,  the timing of the option  grant or
award,  the exercise  price of the option or the sale price of the award and the
number of shares for which an option or award may be granted to such director or
officer shall be determined  either (i) by the Board of Directors,  of which all
members shall be "disinterested  persons" (as hereinafter defined), or (ii) by a
committee of two or more  directors  having full authority to act in the matter,
of which all members shall be  "disinterested  persons." For the purposes of the
Plan,  a  director  shall be deemed to be  "disinterested"  only if such  person
qualifies as a "disinterested  person" within the meaning of Rule 16b-3, as such
term is interpreted from time to time.

         Stock Subject to Plan.

Subject to  adjustment  as  provided  in Section 16 below,  the total  number of
shares of Class A Common  Stock,  $.33-1/3 par value per share  ("Class A Common
Stock"), and Class B Common Stock, $.33-1/3 par value per share ("Class B Common
Stock"),  which may be issued and sold under the Plan is 1,150,000 shares in the
aggregate.  The term "Common Stock" as used herein shall refer to Class A Common
Stock or Class B Common Stock as the case may be. If an option granted under the
Plan shall expire or terminate for any reason  without  having been exercised in
full, the unpurchased shares subject to such option shall again be available for
subsequent option grants or awards under the Plan.

         Forms of Option Agreements.

As a condition  to the grant of an option under the Plan,  each  recipient of an
option shall execute an option agreement in such form not inconsistent  with the
Plan as may be approved by the Board of Directors.  Such option  agreements  may
differ among recipients.

         Purchase Price Upon Exercise of Options.

                  General.   The  purchase  price  per  share  of  Common  Stock
deliverable  upon the exercise of an option shall be  determined by the Board of
Directors, provided, however, that in the case of an Incentive Stock Option, the
exercise  price  shall not be less than  100% of the fair  market  value of such
stock,  as determined  by the Board of  Directors,  at the time of grant of such
option,  or less  than  110% of such fair  market  value in the case of  options
described in Section 11(b).

                  Payment of Purchase Price.  Options granted under the Plan may
provide for the payment of the exercise  price by delivery of cash or a check to
the  order of the  Company  in an  amount  equal to the  exercise  price of such
options,  or, to the extent provided in the applicable option agreement,  (i) by
delivery to the Company of shares of Common Stock of the Company  already  owned
by the optionee having a fair market value equal in amount to the exercise price
of the  options  being  exercised,  (ii) by any other means  (including  without
limitation  by delivery of a  promissory  note of the  optionee  payable on such
terms as are specified by the Board of  Directors)  which the Board of Directors
determines are consistent  with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation  T  promulgated  by  the  Federal  Reserve  Board)  or  (iii)  by any
combination  of such methods of payment.  The fair market value of any shares of
the  Company's  Common  Stock  or  other  non-cash  consideration  which  may be
delivered  upon  exercise of an option shall be determined in such manner as may
be prescribed by the Board of Directors.

         Option Period.

Each option and all rights  thereunder shall expire on such date as shall be set
forth in the applicable option agreement,  except that such date, in the case of
an Incentive  Stock  Option,  shall in no case be later than ten years after the
date on which the option is granted.

         Exercise of Options.

Each option  granted  under the Plan shall be  exercisable  either in full or in
installments  at such time or times and during such period as shall be set forth
in the agreement evidencing such option, subject to the provisions of the Plan.

         Nontransferability of Options.

Incentive Stock Options, and all options granted to Reporting Persons, shall not
be  assignable  or  transferable  by the  person to whom it is  granted,  either
voluntarily  or by operation  of law,  except by will or the laws of descent and
distribution, and, during the life of the optionee, shall be exercisable only by
the optionee; provided, however, that non-statutory options granted to Reporting
Persons may be transferred  pursuant to a qualified domestic relations order (as
defined in Rule 16b-3).

         Effect of Termination of Employment or Other Relationship.

The Board of  Directors  shall  determine  the  period of time  during  which an
optionee may exercise an option  following (i) the termination of the optionee's
employment  or  other  relationship  with  the  Company  or (ii)  the  death  or
disability  of the  optionee.  Such periods  shall be set forth in the agreement
evidencing such option.

         Incentive Stock Options.

Options  granted under the Plan which are intended to be Incentive Stock Options
shall be subject to the following additional terms and conditions:

                  Express Designation. All Incentive Stock Options granted under
the Plan shall, at the time of grant, be specifically  designated as such in the
option agreement covering such Incentive Stock Options.

                  10%  Shareholder.  If any employee to whom an Incentive  Stock
Option  is to be  granted  under  the Plan is,  at the time of the grant of such
option, the owner of stock possessing more than 10% of the total combined voting
power of all classes of stock of the  Company  (after  taking  into  account the
attribution of stock  ownership  rules of Section 424(d) of the Code),  then the
following  special  provisions shall be applicable to the Incentive Stock Option
granted to such individual:

                  The purchase  price per share of the Common  Stock  subject to
such Incentive Stock Option shall not be less than 110% of the fair market value
of one share of Common Stock at the time of grant; and

                  The option  exercise  period  shall not exceed five years from
the date of grant.

                  Dollar  Limitation.  For so long as the Code shall so provide,
options  granted to any employee under the Plan (and any other  incentive  stock
option plans of the Company)  which are intended to constitute  Incentive  Stock
Options  shall not  constitute  Incentive  Stock Options to the extent that such
options,  in the  aggregate,  become  exercisable  for the first time in any one
calendar  year for shares of Common  Stock with an  aggregate  fair market value
(determined as of the respective date or dates of grant) of more than $100,000.

                  Termination of Employment,  Death or Disability.  No Incentive
Stock Option may be exercised unless, at the time of such exercise, the optionee
is,  and has been  continuously  since  the date of grant of his or her  option,
employed by the Company, except that:

                  an Incentive  Stock Option may be exercised  within the period
of three  months  after the date the  optionee  ceases to be an  employee of the
Company (or within  such lesser  period as may be  specified  in the  applicable
option agreement),  provided, that the agreement with respect to such option may
designate a longer exercise period and that the exercise after such three- month
period  shall be treated as the  exercise of a  non-statutory  option  under the
Plan;

                  if the optionee  dies while in the employ of the  Company,  or
within  three  months  after the  optionee  ceases to be such an  employee,  the
Incentive Stock Option may be exercised, by the person to whom it is transferred
by will or the laws of descent and  distribution,  within the period of one year
after the date of death (or within such lesser period as may be specified in the
applicable option agreement); and

                  if the  optionee  becomes  disabled  (within  the  meaning  of
Section  22(e)(3) of the Code or any successor  provision  thereto) while in the
employ of the Company,  the Incentive  Stock Option may be exercised  within the
period of one year  after the date the  optionee  ceases to be such an  employee
because of such  disability (or within such lesser period as may be specified in
the applicable option agreement).

For all  purposes  of the  Plan  and any  option  or  award  granted  hereunder,
"employment"  shall be  defined in  accordance  with the  provisions  of Section
1.421-7(h)  of the  Income  Tax  Regulations  (or  any  successor  regulations).
Notwithstanding the foregoing provisions, no stock option may be exercised after
its expiration date.

         Additional Provisions.

                  Additional Option  Provisions.  The Board of Directors may, in
its sole discretion,  include additional  provisions in any option granted under
the Plan,  including  without  limitation  restrictions on transfer,  repurchase
rights,  commitments to pay cash bonuses, to make, arrange for or guaranty loans
or to transfer  other  property to optionees  upon exercise of options,  or such
other provisions as shall be determined by the Board of Directors; provided that
such  additional  provisions  shall not be  inconsistent  with any other term or
condition of the Plan.

                  Acceleration,  Extension,  Etc. The Board of Directors may, in
its sole  discretion,  (i)  accelerate  the  date or  dates on which  all or any
particular  option or options  granted  under the Plan may be  exercised or (ii)
extend the dates during which all or any  particular  option or options  granted
under the Plan may be exercised; provided, however, that no such extension shall
be  permitted  if it would cause the Plan to fail to comply with  Section 422 of
the Code or with Rule 16b-3.

         Awards.

A restricted stock award ("award") shall consist of the sale and issuance by the
Company of shares of Common Stock, and purchase by the recipient of such shares,
subject to the terms,  conditions  and  restrictions  described  in the document
evidencing the award and in this Section 13 and elsewhere in the Plan.

                  Execution of Restricted Stock Award Agreement.  As a condition
to an award  under  the  Plan,  each  recipient  of an award  shall  execute  an
agreement in such form, which may differ among recipients, as shall be specified
by the Board of Directors at the time of such award.

                  Price.  The Board of Directors  shall  determine  the price at
which  shares of Common  Stock shall be sold to  recipients  of awards under the
Plan. The Board of Directors may, in its  discretion,  issue shares  pursuant to
awards without the payment of any cash purchase price by the recipients or issue
shares  pursuant to awards at a purchase  price below the then fair market value
of the Common  Stock.  If a purchase  price is required to be paid,  it shall be
paid in cash or by check  payable  to the order of the  Company at the time that
the  award  is  accepted  by the  recipient,  or by such  other  means as may be
approved by the Board of Directors.

     Number of Shares.  The award  shall  specify the number of shares of Common
Stock granted thereunder.

                  Restrictions  on  Transfer.  In addition to such other  terms,
conditions  and  restrictions  upon  awards as shall be  imposed by the Board of
Directors,  all  shares  issued  pursuant  to an award  shall be  subject to the
following restrictions:

                  All shares of Common Stock subject to an award  (including any
shares issued  pursuant to paragraph  (e) of this  Section)  shall be subject to
certain  restrictions on disposition and obligations of resale to the Company as
provided in  subparagraph  (2) below for the period  specified  in the  document
evidencing the award,  and shall not be sold,  assigned,  transferred,  pledged,
hypothecated or otherwise disposed of until such restrictions  lapse. The period
during which such  restrictions are applicable is referred to as the "Restricted
Period."

                  In the event that a  recipient's  employment  with the Company
(or  consultancy  or advisory  relationship,  as the case may be) is  terminated
within  the  Restricted  Period,   whether  such  termination  is  voluntary  or
involuntary, with or without cause, or because of the death or disability of the
recipient,  the  Company  shall  have the right and option for a period of three
months  following such  termination to buy for cash that number of the shares of
Common Stock purchased under the award as to which the  restrictions on transfer
and the forfeiture  provisions contained in the award have not then lapsed, at a
price equal to the price per share  originally  paid by the  recipient.  If such
termination occurs within the last three months of the applicable  restrictions,
the  restrictions  and repurchase  rights of the Company shall continue to apply
until the expiration of the Company's three month option period.

                  Notwithstanding  subparagraphs (1) and (2) above, the Board of
Directors may, in its discretion, either at the time that an award is made or at
any time thereafter,  waive its right to repurchase  shares of Common Stock upon
the occurrence of any of the events described in this paragraph (d) or remove or
modify any part or all of the restrictions.  In addition, the Board of Directors
may, in its  discretion,  impose upon the  recipient  of an award at the time of
such award such other restrictions on any shares of Common Stock issued pursuant
to such award as the Board of Directors may deem advisable.

                  Additional  Shares.  Any shares  received by a recipient of an
award as a stock  dividend  on,  or as a result of stock  splits,  combinations,
exchanges of shares, reorganizations,  mergers, consolidations or otherwise with
respect to,  shares of Common Stock  received  pursuant to such award shall have
the same  status and shall bear the same  restrictions,  all on a  proportionate
basis, as the shares initially purchased pursuant to such award.

                  Transfers  in  Breach  of  Award.  If any  transfer  of shares
purchased pursuant to an award is made or attempted contrary to the terms of the
Plan and of such award,  the Board of Directors shall have the right to purchase
for the account of the Company those shares from the owner thereof or his or her
transferee  at any time before or after the  transfer at the price paid for such
shares by the person to whom they were  awarded  under the Plan.  In addition to
any other legal or equitable remedies which it may have, the Company may enforce
its rights by specific  performance to the extent  permitted by law. The Company
may refuse for any  purpose to  recognize  as a  shareholder  of the Company any
transferee  who receives any shares  contrary to the  provisions of the Plan and
the  applicable  award or any  recipient  of an award  who  breaches  his or her
obligation  to resell  shares as required by the  provisions of the Plan and the
applicable  award,  and the Company may retain  and/or  recover all dividends on
such  shares  which  were paid or  payable  subsequent  to the date on which the
prohibited transfer or breach was made or attempted.

                  Additional  Award  Provisions.  The Board of Directors may, in
its sole discretion,  include  additional  provisions in any award granted under
the Plan,  including without limitation  commitments to pay cash bonuses,  make,
arrange for or guarantee loans or transfer other property to recipients upon the
grant of awards, or such other provisions as shall be determined by the Board of
Directors.

         General Restrictions.

                  Investment Representations. The Company may require any person
to whom an option or award is granted,  as a condition of exercising such option
or purchasing  the shares  subject to the award,  to give written  assurances in
substance and form satisfactory to the Company to the effect that such person is
acquiring  the  Common  Stock  subject to the option or award for his or her own
account  for  investment  and not with  any  present  intention  of  selling  or
otherwise  distributing the same, and to such other effects as the Company deems
necessary or appropriate  in order to comply with federal and  applicable  state
securities laws.

                  Compliance With  Securities  Laws. Each option and award shall
be subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing,  registration or qualification of the shares subject
to such  option  or award  upon any  securities  exchange  or under any state or
federal law, or the consent or approval of any  governmental or regulatory body,
or that the  disclosure of non-public  information  or the  satisfaction  of any
other  condition is  necessary as a condition  of, or in  connection  with,  the
issuance  or  purchase  of shares  thereunder,  such  option or award may not be
exercised,   in  whole  or  in  part,   unless   such   listing,   registration,
qualification, consent or approval, or satisfaction of such condition shall have
been  effected or obtained on  conditions  acceptable to the Board of Directors.
Nothing  herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification, or to satisfy such condition.

         Rights as a Shareholder.

The  holder of an  option or  recipient  of an award  shall  have no rights as a
shareholder  with  respect  to  any  shares  covered  by  the  option  or  award
(including,  without  limitation,  any rights to receive  dividends  or non-cash
distributions  with respect to such  shares)  until the date of issue of a stock
certificate  to him or her for  such  shares.  No  adjustment  shall be made for
dividends  or other  rights for which the record  date is prior to the date such
stock certificate is issued.

         Adjustment Provisions for Recapitalizations and Related Transactions.

                  General.   If,   through  or  as  a  result  of  any   merger,
consolidation,  sale of all or  substantially  all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction,  (i) the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different  number
or kind of shares or other securities of the Company,  or (ii) additional shares
or new or different  shares or other securities of the Company or other non-cash
assets are  distributed  with  respect to such  shares of Common  Stock or other
securities, an appropriate and proportionate adjustment shall be made in (x) the
maximum number and kind of shares  reserved for issuance under the Plan, (y) the
number  and kind of  shares  or other  securities  subject  to then  outstanding
options  under the Plan,  and (z) the price for each  share  subject to any then
outstanding options under the Plan or repurchase rights of the Company,  without
changing  the  aggregate   purchase  price  as  to  which  such  options  remain
exercisable,  provided that no adjustment shall be made pursuant to this Section
16 if such adjustment would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3.

                  Board Authority to Make  Adjustments.  Any  adjustments  under
this Section 16 will be made by the Board of Directors,  whose  determination as
to what adjustments,  if any, will be made and the extent thereof will be final,
binding and  conclusive.  No fractional  shares will be issued under the Plan on
account of any such adjustments.

         Merger, Consolidation, Asset Sale, Liquidation, etc.

                  General.  In the event of a  consolidation  or merger in which
outstanding  shares of Common Stock are exchanged for securities,  cash or other
property  of any  other  corporation  or  business  entity  or in the event of a
liquidation of the Company or sale of all or substantially  all of the assets of
the Company, the Board of Directors of the Company, or the board of directors of
any corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following  actions,  as to  outstanding  options and
awards:  (i) provide that such options shall be assumed,  or equivalent  options
shall  be  substituted,  by  the  acquiring  or  succeeding  corporation  (or an
affiliate  thereof),  provided that any such options  substituted  for Incentive
Stock Options shall meet the  requirements  of Section 424(a) of the Code,  (ii)
upon written notice to the optionees,  provide that all unexercised options will
terminate  immediately  prior to the  consummation  of such  transaction  unless
exercised by the optionee within a specified  period  following the date of such
notice,  (iii) in the event of a merger under the terms of which  holders of the
Common  Stock of the  Company  will  receive  upon  consummation  thereof a cash
payment for each share  surrendered in the merger (the "Merger Price"),  make or
provide for a cash payment to the optionees equal to the difference  between (A)
the  Merger  Price  times the number of shares of Common  Stock  subject to such
outstanding  options (to the extent then  exercisable at prices not in excess of
the Merger Price) and (B) the aggregate  exercise price of all such  outstanding
options in exchange for the  termination of such options,  and (iv) provide that
all  or  any  outstanding   options  shall  become   exercisable  in  full,  any
restrictions on exercising outstanding options issued pursuant to the Plan prior
to any given  date shall  terminate  and any  restrictions  on and rights of the
Company to repurchase  shares covered by outstanding  awards issued  pursuant to
the Plan shall terminate.

                  Substitute  Options.  The Company may grant  options under the
Plan in  substitution  for options held by employees of another  corporation who
become employees of the Company,  or a subsidiary of the Company,  as the result
of a merger or consolidation of the employing  corporation with the Company or a
subsidiary of the Company,  or as a result of the acquisition by the Company, or
one of its subsidiaries,  of property or stock of the employing corporation. The
Company  may  direct  that  substitute  options  be  granted  on such  terms and
conditions as the Board of Directors considers appropriate in the circumstances.

         No Special Employment Rights.

Nothing  contained  in the Plan or in any option or award shall  confer upon any
recipient of an award or optionee any right with respect to the  continuation of
his or her  employment  by the Company or interfere in any way with the right of
the Company at any time to terminate such  employment or to increase or decrease
the compensation of the optionee.

         Other Employee Benefits.

Except as to plans which by their terms  include such  amounts as  compensation,
neither the amount of any compensation deemed to be received by an employee as a
result of the  exercise  of an option or the sale of shares  received  upon such
exercise  nor the  value of an award  granted  to an  employee  will  constitute
compensation  with respect to which any other employee benefits of such employee
are  determined,  including,  without  limitation,  benefits  under  any  bonus,
pension,  profit-sharing,  life insurance or salary continuation plan, except as
otherwise specifically determined by the Board of Directors.

         Amendment of the Plan.

                  The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect, except that if at any time the approval
of the  shareholders  of the  Company is  required  as to such  modification  or
amendment under Section 422 of the Code or any successor  provision with respect
to Incentive  Stock  Options or under Rule 16b-3 with respect to options held by
or awards made to Reporting Persons,  the Board of Directors may not effect such
modification or amendment without such approval.

                  The  termination or any  modification or amendment of the Plan
shall not,  without the consent of an optionee or recipient of an award,  affect
his or her  rights  under an option or award  previously  granted to him or her.
With the consent of the optionee or recipient of the award  affected,  the Board
of Directors may amend  outstanding  option agreements or awards in a manner not
inconsistent with the Plan. The Board of Directors shall have the right to amend
or  modify  (i) the  terms  and  provisions  of the Plan and of any  outstanding
Incentive  Stock  Options  granted  under the Plan to the  extent  necessary  to
qualify any or all such options for such favorable  federal income tax treatment
(including  deferral of taxation  upon  exercise)  as may be afforded  incentive
stock options under Section 422 of the Code and (ii) the terms and provisions of
the Plan and of any  outstanding  option  or award to the  extent  necessary  to
ensure the qualification of the Plan under Rule 16b-3 or any successor rule.

         Withholding.

                  The Company  shall have the right to deduct  from  payments of
any kind  otherwise  due to the  optionee or  recipient of an award any federal,
state or local taxes of any kind  required by law to be withheld with respect to
any shares  issued upon  exercise of options  under the Plan or the  purchase of
shares subject to the award. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the optionee or recipient
of an award may elect to satisfy such  obligations,  in whole or in part, (i) by
causing  the  Company to  withhold  shares of Common  Stock  otherwise  issuable
pursuant to the  exercise of an option or the  purchase of shares  subject to an
award or (ii) by delivering to the Company  shares of Common Stock already owned
by the optionee or award  recipient.  The shares so delivered or withheld  shall
have a fair market value equal to such withholding  obligation.  The fair market
value  of the  shares  used to  satisfy  such  withholding  obligation  shall be
determined  by the  Company as of the date that the amount of tax to be withheld
is to be  determined.  An optionee or award  recipient  who has made an election
pursuant  to  this  Section  21(a)  may  only  satisfy  his or  her  withholding
obligation  with shares of Common Stock which are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.

                  Notwithstanding  the  foregoing,  in the  case of a  Reporting
Person,  no election to use shares for the payment of withholding taxes shall be
effective  unless made in compliance  with any applicable  requirements  of Rule
16b-3.

                  If the  recipient  of an  award  under  the  Plan  elects,  in
accordance  with Section 83(b) of the Code, to recognize  ordinary income in the
year of  acquisition  of any shares  awarded  under the Plan,  the Company  will
require at the time of such election an additional  payment for  withholding tax
purposes  based on the  difference,  if any,  between the purchase price of such
shares  and the fair  market  value of such  shares  as of the date  immediately
preceding the date of the award.

         Cancellation and New Grant of Options, Etc.

The Board of Directors shall have the authority to effect,  at any time and from
time to time, with the consent of the affected  optionees,  (i) the cancellation
of any or all  outstanding  options under the Plan and the grant in substitution
therefor of new options under the Plan covering the same or different numbers of
shares of Common Stock and having an option  exercise  price per share which may
be lower or higher than the exercise price per share of the cancelled options or
(ii) the  amendment of the terms of any and all  outstanding  options  under the
Plan to provide an option exercise price per share which is higher or lower than
the then-current exercise price per share of such outstanding options.

         Effective Date and Duration of the Plan.

                  Effective  Date. The Plan shall become  effective when adopted
by the Board of Directors,  but no Incentive Stock Option granted under the Plan
shall become  exercisable  unless and until the Plan shall have been approved by
the Company's shareholders.  If such shareholder approval is not obtained within
twelve  months  after the date of the Board's  adoption of the Plan,  no options
previously  granted under the Plan shall be deemed to be Incentive Stock Options
and no Incentive  Stock Options shall be granted  thereafter.  Amendments to the
Plan not requiring  shareholder  approval shall become effective when adopted by
the Board of Directors;  amendments requiring  shareholder approval (as provided
in Section 20) shall become  effective  when adopted by the Board of  Directors,
but no Incentive  Stock Option  issued  after the date of such  amendment  shall
become  exercisable  (to the extent that such amendment to the Plan was required
to enable the  Company  to grant such  Incentive  Stock  Option to a  particular
optionee)  unless  and until such  amendment  shall  have been  approved  by the
Company's  shareholders.  If such  shareholder  approval is not obtained  within
twelve months of the Board's  adoption of such  amendment,  any Incentive  Stock
Options  granted on or after the date of such amendment  shall  terminate to the
extent  that such  amendment  to the Plan was  required to enable the Company to
grant such option to a particular optionee. Subject to this limitation,  options
and awards may be granted  under the Plan at any time after the  effective  date
and before the date fixed for termination of the Plan.

                  Termination.  Unless  sooner  terminated  in  accordance  with
Section 17, the Plan shall  terminate,  with respect to Incentive Stock Options,
upon the  earlier of (i) the close of  business  on the day next  preceding  the
tenth anniversary of the date of its adoption by the Board of Directors, or (ii)
the date on which all shares  available  for issuance  under the Plan shall have
been issued  pursuant to the  exercise or  cancellation  of options or the final
vesting of awards granted under the Plan. Unless sooner terminated in accordance
with Section 17, the Plan shall  terminate with respect to options which are not
Incentive  Stock Options and awards on the date specified in (ii) above.  If the
date of termination is determined under (i) above,  then options  outstanding on
such date  shall  continue  to have  force and  effect  in  accordance  with the
provisions of the instruments evidencing such options.

         Provision for Foreign Participants.

The Board of Directors may, without amending the Plan,  modify awards or options
granted to participants who are foreign nationals or employed outside the United
States to recognize  differences in laws, rules,  regulations or customs of such
foreign  jurisdictions  with  respect  to tax,  securities,  currency,  employee
benefit or other matters.

Plan/Amendment            Adopted by the                        Adopted by the
                         Board of Directors                    Stockholders
Plan                       April 7, 1993                         May 25, 1993
Amendment No. 1            January 3, 1994                       May 26, 1994
Amendment No. 2            March 19, 1997                        May 15, 1997