EXHIBIT 10.4

                                  Saucony, Inc.

                     1993 EQUITY INCENTIVE PLAN, AS AMENDED
                          (Restated as of May 18, 2000)


1    Purpose.

     The purpose of this plan (the "Plan") is to secure for Saucony,  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").

2    Type of Options and Awards; Administration.

     a.   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.

     b.   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.

     c.   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").

3    Eligibility.

     a.   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.

     b.   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.

4    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.

5    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.

6    Purchase Price Upon Exercise of Options.

     a.   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).

     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.

7    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.

8    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.

9    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).

10   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.

11   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:

     a.   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.

     b.   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:

          i.   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

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

     c.   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.

     d.   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:

          i.   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;

          ii.  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

          iii. 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.

12   Additional Provisions.

     a.   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.

     b.   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.

13   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.

     a.   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.

     b.   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.

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

     d.   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:

          (1)  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."

          (2)  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.

          (3)  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.

     e.   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.

     f.   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.

     g.   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.

14   General Restrictions.

     a.   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.

     b.   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.

15   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.

16   Adjustment Provisions for Recapitalizations and Related Transactions.

     a.   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.

     b.   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.

17   Merger, Consolidation, Asset Sale, Liquidation, etc.

     a.   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.

     b.   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.

18   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.

19   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.

20   Amendment of the Plan.

     a.   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.

     b.   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.

21   Withholding.

     a.   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.

     b.   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.

     c.   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.

22   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.

23   Effective Date and Duration of the Plan.

     a.   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.

     b.   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.

24   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
Amendment No. 3            March 20, 2000                        May 18, 2000