KLEINERT'S, INC.
                             1996 STOCK OPTION PLAN


     1. Purpose. Kleinert's, Inc. (the "Company) hereby adopts the Kleinert's,
Inc. 1996 Stock Option Plan (the "Plan"). The Plan is intended to recognize the
contributions made to the Company by management and key employees and by
non-employee members of the Board of Directors to and advisors of the Company or
any Affiliate (as defined below), to provide such persons with additional
incentive to devote themselves to the future success of the Company or an
Affiliate, and to improve the ability of the Company or an Affiliate to attract,
retain, and motivate individuals upon whom the Company's sustained growth and
financial success depend, by providing such persons with an opportunity to
acquire or increase their proprietary interest in the Company through receipt of
rights to acquire the Company's Common Stock (the "Common Stock").

     2. Definitions. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:

            (a) "Affiliate" means a corporation which is a parent corporation or
a subsidiary corporation with respect to the Company within the meaning of
Section 424(e) or (f) of the Code.

            (b) "Board of Directors" means the Board of Directors of the
Company.

            (c) "Change of Control" shall have the meaning set forth in Section
10 of the Plan. (d) "Code" means the Internal Revenue Code of 1986, as amended.


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

            (e) "Committee" shall have the meaning set forth in Section 3 of
the Plan. 

            (f) "Company" means Kleinert's, Inc., a Pennsylvania corporation.

            (g) "Disability" shall have the meaning set forth in Section
22(e)(3) of the Code. 

            (h) "Disinterested Director" shall mean a member of the Board of
Directors of the Company who is "disinterested" within the meaning of
Rule 16b-3. 

            (i) "Fair Market Value" shall have the meaning set forth in
Subsection 8(b) of the Plan. 

            (j) "ISO" means an Option granted under the Plan which is intended
to qualify as an "incentive stock option" within the meaning of Section 422(b)
of the Code. 

            (k) "Non-qualified Stock Option" means an Option granted under the
Plan which is not intended to qualify, or which otherwise does not qualify, as
an ISO. 

            (l) "Option" means either an ISO or a Non-qualified Stock Option
granted under the Plan. 

            (m) "Optionee" means a person to whom an Option has been granted
under the Plan, which Option has not been exercised and has not expired or
terminated. 

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            (n) "Option Document" means the document described in Section 8 or
Section 9 of the Plan, as applicable, which sets forth the terms and conditions
of the grant of an Option. 

            (o) "Option Price" means the price at which Shares may be purchased
upon exercise of an Option, as calculated pursuant to Subsection 8(b) or
Subsection 9(a) of the Plan. 

            (p) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended. 

            (q) "Section 16 Officer" means any person who is an "officer" within
the meaning of Rule 16a-1(f) promulgated under the Securities Exchange Act of
1934, as amended, or any successor rule. 

            (r) "Shares" means the shares of Common Stock of the Company which
are the subject of Options granted under the Plan. 

          3. Administration of the Plan. The Plan shall be administered by a
committee designated by the Board of Directors composed of two or more
directors, each of whom is, or is expected to become, a Disinterested Director
(the "Committee").

            (a) Meetings. The Committee shall hold meetings at such times and
places as it may determine, shall keep minutes of its meetings, and shall adopt,
amend and revoke such rules or procedures as it may deem proper; provided,
however, that it may take action only upon the agreement of a majority of the
whole Committee. Any action which the Committee shall take through a written
instrument signed by a majority of its members shall be as effective as though
it had been taken at a meeting duly called and held. The Committee shall report
all actions taken by it to the Board of Directors. 

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            (b) Grants. Except with respect to Options granted pursuant to
Section 9 hereof, the Committee shall from time to time at its discretion direct
the Company to grant Options pursuant to the terms of the Plan. The Committee
shall have plenary authority to (i) determine the persons to whom, the times at
which, and the price at which Options shall be granted, (ii) determine the type
of Option to be granted and the number of Shares subject thereto, and (iii)
approve the form and terms and conditions of the Option Documents; all subject,
however, to the express provisions of the Plan. In making such determinations,
the Committee may take into account the nature of the Optionee's services and
responsibilities, the Optionee's present and potential contribution to the
Company's success and such other factors as it may deem relevant.
Notwithstanding the foregoing, grants of Options to non-employee members of the
Board of Directors shall be made exclusively in accordance with the provisions
of Section 9. The interpretation and construction by the Committee of any
provisions of the Plan or of any Option granted under the Plan shall be final,
binding and conclusive. 

            (c) Exculpation. No member of the Committee or of the Board of
Directors shall be personally liable for monetary damages for any action taken
or any failure to take any action in connection with the administration of the

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Plan or the granting of Options under the Plan, provided that this Subsection
3(c) shall not apply to (i) any breach of such member's duty of loyalty to the
Company, an Affiliate, or the Company's stockholders, (ii) acts or omissions not
in good faith or involving intentional misconduct or a knowing violation of law,
(iii) any transaction from which the member derived an improper personal
benefit, or (iv) the responsibility or liability of a member pursuant to any
criminal statute or to the liability of a member for the payment of taxes
pursuant to local, state or federal law.



            (d) Indemnification. Service on the Committee shall constitute
service as a member of the Board of Directors of the Company. Each member of the
Committee shall be entitled, without further act on his part, to indemnity from
the Company and limitation of liability to the fullest extent provided by
applicable law and by the Company's Articles of Incorporation and/or By-laws in
connection with or arising out of any action, suit or proceeding with respect to
the administration of the Plan or the granting of Options thereunder in which he
or she may be involved by reason of his or her being or having been a member of
the Committee, whether or not he or she continues to be a member of the
Committee at the time of the action, suit or proceeding. 

          4. Options under the Plan. Options granted under the Plan may be in
the form of a Non-qualified Stock Option, an ISO, or a combination thereof, at
the discretion of the Committee.

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          5. Eligibility. All management and key employees and non-employee
members of the Board of Directors of the Company or any Affiliate shall be
eligible to receive Options hereunder. However, non-employee members of the
Board of Directors shall receive Options only pursuant to Section 9 of the Plan.
The Committee, in its sole discretion, shall determine whether an individual is
eligible for a grant of an Option under the Plan as a management or key employee
or member of the Board of Directors (except for those Options granted
automatically to non-employee members of the Board of Directors pursuant to
Section 9 of the Plan).

          6. Shares Subject to Plan. The aggregate maximum number of Shares for
which Options may be granted pursuant to the Plan is five hundred thousand
(500,000) Shares, subject to adjustment as provided in Section 11 of the Plan.
The Shares shall be issued from authorized and unissued Common Stock or Common
Stock held in or hereafter acquired for the treasury of the Company. If an
Option terminates or expires without having been fully exercised for any reason,
the Shares for which the Option was not exercised may again be the subject of
one or more Options granted pursuant to the Plan.

          7. Term of the Plan. The Plan is effective as of March __, 1996, the
date on which it was adopted by the Board of Directors, subject to approval of
the Plan on or before March __, 1997 by a majority of the votes cast at a duly
called meeting of the shareholders at which a quorum representing a majority of


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all outstanding voting stock of the Company is, either in person or by proxy,
present and voting. No Option granted under the Plan may be exercised before the
Plan is so approved by the shareholders and, if the Plan is not so approved on
or before March __, 1997, all Options granted under the Plan shall be null and
void. No Option may be granted under the Plan after March __, 2006.

          8. Option Documents and Terms. Each Option granted under the Plan
shall be a Non-qualified Stock Option unless the Option shall specifically be
designated as an ISO at the time of grant. To the extent any Option designated
an ISO is determined for any reason not to qualify as an incentive stock option
within the meaning of Section 422 of the Code, such Option shall be treated as a
Non-qualified Stock Option for all purposes under the provisions of the Plan.
Options granted pursuant to the Plan shall be evidenced by the Option Documents
in such form as the Committee shall from time to time approve, which Option
Documents shall comply with and be subject to the following terms and conditions
and such other terms and conditions as the Committee shall from time to time
require which are not inconsistent with the terms of the Plan. However, the
provisions of this Section 8 shall not be applicable to Options granted to
non-employee members of the Board of Directors, except as otherwise provided in
Subsection 9(c).

            (a) Number of Option Shares. Each Option Document shall state the
number of Shares to which it pertains. An Optionee

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may receive more than one Option, which may include Options which are
intended to be ISO's and Options which are not intended to be ISO's, but only on
the terms and subject to the conditions and restrictions of the Plan. The
maximum number of Shares with respect to which Options may be granted under the
Plan during any calendar year to any Optionee is Two Hundred Thousand (200,000)
Shares.

            (b) Option Price. Each Option Document shall state the Option Price
which, for all Options, shall be equal to or greater than the Fair Market Value
of the Shares at the time the Option is granted except in the case of an ISO
granted to an Optionee who then owns, directly or by attribution under Section
424(d) of the Code, shares possessing more than ten percent of the total
combined voting power of all classes of stock of the Company or an Affiliate, in
which case the Option Price shall be equal to or greater than 110% of the Fair
Market Value of the Shares on the date the Option is granted. The Fair Market
Value per share shall be as determined by the Committee if the Common Stock is
not traded in a public market and, if the Common Stock is traded in a public
market, shall be, if the Common Stock is listed on a national securities
exchange or included in the NASDAQ National Market System, the last reported
sale price thereof on the relevant date, or, if the Common Stock is not so
listed or included, the mean between the last reported "bid" and "asked" prices
thereof on the relevant date, as reported on NASDAQ or, if not so reported, as
reported by the National Daily Quotation Bureau, Inc. or as reported in a
customary financial reporting service, as applicable and as the Committee shall
determine. 


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            (c) Exercise. No Option shall be deemed to have been exercised prior
to the receipt by the Company of written notice of such exercise and of payment
in full of the Option Price for the Shares to be purchased. Each such notice
shall specify the number of Shares to be purchased and shall (unless the Shares
are covered by a then current registration statement or a Notification under
Regulation A under the Securities Act of 1933, as amended (the "Act")), contain
the Optionee's acknowledgment in form and substance satisfactory to the Company
that (a) such Shares are being purchased for investment and not for distribution
or resale (other than a distribution or resale which, in the opinion of counsel
satisfactory to the Company, may be made without violating the registration
provisions of the Act), (b) the Optionee has been advised and understands that
(i) the Shares have not been registered under the Act and are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer and (ii) the Company is under no obligation to register
the Shares under the Act or to take any action which would make available to the
Optionee any exemption from such registration, (c) such Shares may not be
transferred without compliance with all applicable federal and state securities
laws, and (d) an appropriate legend referring to the foregoing restrictions on
transfer and any other restrictions imposed under the Option


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Documents may be endorsed on the certificates. Notwithstanding the foregoing, if
the Company determines that issuance of Shares should be delayed pending (A)
registration under federal or state securities laws, (B) the receipt of an
opinion of counsel satisfactory to the Company that an appropriate exemption
from such registration is available, (C) the listing or inclusion of the Shares
on any securities exchange or an automated quotation system or (D) the consent
or approval of any governmental regulatory body whose consent or approval is
necessary in connection with the issuance of such Shares, the Company may defer
exercise of any Option granted hereunder until an event described in this
sentence has occurred.

            (d) Medium of Payment. An optionee shall pay for Shares (i) in cash,
(ii) by certified or cashier's check payable to the order of the Company, (iii)
by such other mode of payment as the Committee may approve, including payment
through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board, or (iv) by payment made in whole or in part in shares of
the Company's Common Stock held by the Optionee. If payment is made in whole or
in part in shares of the Company's Common Stock, then the Optionee shall deliver
to the Company certificates registered in the name of such Optionee representing
the shares owned by such Optionee, free of all liens, claims and encumbrances of
every kind and having an aggregate Fair Market


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Value on the date of delivery that is at least as great as the Option Price
of the Shares (or relevant portion thereof) with respect to which such Option is
to be exercised by the payment in shares of Common Stock, endorsed in blank or
accompanied by stock powers duly endorsed in blank by the Optionee. In the event
that certificates for shares of the Company's Common Stock delivered to the
Company represent a number of shares of Common Stock in excess of the number of
shares of Common Stock required to make payment for the Option Price of the
Shares (or relevant portion thereof) with respect to which such Option is to be
exercised by payment in shares of Common Stock, the stock certificate issued to
the Optionee shall represent (i) the Shares in respect of which payment is made,
and (ii) such excess number of shares of Common Stock.

            (e) Termination of Options.

                (i) No Option shall be exercisable after the first to occur of
the following:

                    (A) Expiration of the Option term specified in the Option
Document which, in the case of an ISO, shall not occur after (1) ten years from
the date of grant, or (2) five years from the date of grant of an ISO if the
Optionee on the date of grant owns, directly or by attribution under Section
424(d) of the Code, shares possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of an Affiliate;

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                    (B) Unless otherwise specified in the Option Document,
expiration of three months from the date the Optionee's employment with the
Company or its Affiliates terminates for any reason other than Disability or
death; 

                    (C) Unless otherwise specified in the Option Document,
expiration of one year from the date such employment with the Company or its
Affiliates terminates due to the Optionee's Disability or death; 

                    (D) Except to the extent otherwise provided in an Optionee's
Option Document, a finding by the Committee, after consideration of the facts
presented on behalf of both the Company and the Optionee, that the Optionee has
breached his or her employment contract with the Company or an Affiliate, or has
been engaged in disloyalty to the Company or an Affiliate, including, without
limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his or her employment or service, or has disclosed
trade secrets or confidential information of the Company or an Affiliate. In
such event, in addition to immediate termination of the Option, the Optionee
shall automatically forfeit all Shares for which the Company has not yet
delivered the share certificates upon refund by the Company of the option Price.
Notwithstanding anything herein to the contrary, the Company may withhold
delivery of share certificates pending the resolution of any inquiry that could
lead to a finding resulting in a forfeiture; 

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                    (E) The date, if any, set by the Board of Directors as an
accelerated expiration date in the event of the liquidation or dissolution of
the Company or other Change of Control; or 

                    (F) The occurrence of such other event or events as may be
set forth in the Option Document as causing an accelerated expiration of the
Option.

                (ii) In the event that the right to exercise an Option is
scheduled to terminate pursuant to either Subsection 8(e)(i)(B) or Subsection
8(e)(i)(C), such Option may be exercised during the three-month or one year
period, as the case may be, following the Optionee's termination of employment
only with respect to the number of Option Shares as to which such Option was
exercisable on the date of such termination of employment. Following such
termination of employment, such Option may not be exercised with regard to any
additional Shares covered by such Option, even though all or a portion of such
additional Shares would have become subject to exercise under the Option if the
Optionee were still employed during such three-month or one year period. 

                (iii) Notwithstanding the foregoing, the Committee may extend
the period during which all or any portion of an Option may be exercised to a
date no later than the Option term specified in the Option Document pursuant to
Subsection 8(e)(i)(A), provided that any change pursuant to this Subsection
8(e)(iii) which would cause an ISO to become a Non-qualified Stock Option may be
made only with the consent of the Optionee. 

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                (iv) Notwithstanding anything to the contrary contained in the
Plan or an Option Document, an ISO shall be treated as a Non-qualified Stock
Option to the extent such ISO is exercised at any time after the expiration of
the time period permitted under the Code for the exercise of an ISO.

            (f) Transfers. No Option granted under the Plan may be transferred,
except by will or by the laws of descent and distribution. During the lifetime
of an Optionee, the Optionee's Option may be exercised only by him or her.
Notwithstanding the foregoing, a Non-qualified Stock Option may be transferred
pursuant to the terms of a "qualified domestic relations order," within the
meaning of Sections 401(a)(13) and 414(p) of the Code or within the meaning of
Title I of the Employee Retirement Income Security Act of 1974, as amended.

           (g) Limitation on ISO Grants. In no event shall the aggregate Fair
Market Value of the Shares with respect to which an ISO granted under the Plan
and an incentive stock option issued under any other incentive stock option plan
of the Company or its Affiliates are exercisable for the first time by an
Optionee during any calendar year exceed $100,000. For purposes of this
subsection 8(g), the Fair Market Value of the Shares shall be determined as of
the date of grant of the ISO or other incentive stock option. 

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            (h) Other Provisions. Subject to the provisions of the Plan, the
Option Documents shall contain such other provisions including, without
limitation, provisions authorizing the Committee to accelerate the
exercisability of all or any portion of an Option granted pursuant to the Plan,
additional restrictions upon the exercise of the Option or additional
limitations upon the term of the Option, as the Committee shall deem advisable.

            (i) Amendment. Subject to the provisions of the Plan, the Committee
shall have the right to amend Option Documents issued to an Optionee, subject
to the Optionee's consent if such amendment is not favorable to the Optionee,
except that the consent of the Optionee shall not be required for any amendment
made pursuant to Subsection 8(e)(i)(E) or Section 10 of the Plan, as applicable.

          9. Special Provisions Relating to Grants of Options to Non-Employee
Members of the Board of Directors. Options granted pursuant to the Plan to
non-employee members of the Board of Directors shall be granted, without any
further action by the Committee, in accordance with the terms and conditions set
forth in this Section 9. Options granted pursuant to this Section 9 shall be
evidenced by Option Documents in such form as the Committee shall from time to
time approve, which Option Documents shall comply with and be subject to the
following terms and conditions and such other terms and conditions as the
Committee shall from time to time require which are not inconsistent with the
terms of the Plan.

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            (a) Timing of Grants: Number of Shares Subject of Options:
Exercisability of Options: Option Price. Each non-employee member of the Board
of Directors shall be granted on the later of the approval of this Plan by the
shareholders or the date such person becomes a member of the Board of Directors,
an Option to purchase twenty-five thousand (25,000) Shares. Each such Option
shall be a Non-qualified Stock Option pursuant to which ten thousand (10,000)
Shares shall be exercisable immediately upon the date of grant, and an
additional five thousand (5,000) Shares shall become exercisable on each of the
three anniversaries following the date of grant, subject to the provisions of
Subsection 9(b). The Option Price for each Option granted under this Section 9
be equal to the Fair Market Value of the Shares on the date the Option is
granted. 

            (b) Termination of Options Granted Pursuant to Section 9. All
Options granted pursuant to this Section 9 which have become exercisable shall
continue to be exercisable until the first to occur of the following: 

                (i) Expiration of ten (10) years from the date of grant; 

                (ii) Expiration of three (3) months from the date the Optionee's
service as a member of the Board of Directors terminates for any reason other
than Disability or death; 

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                (iii) Expiration of one (1) year from the date the Optionee's
service as a member of the Board of Directors terminates due to the Optionee's
Disability or death;


         In the event that the right to exercise an Option granted under this
Section 9 terminates pursuant to either Subsection 9(b)(ii) or Subsection
9(b)(iii), such Option may be exercised during the three-month or one year
period, as the case may be, following the Optionee's termination of service only
with respect to the number of Option Shares as to which such Option was
exercisable on the date of such termination of service. Following such
termination of service, such Option may not be exercised with regard to any
additional Shares covered by such Option, even though all or a portion of such
additional Shares would have become subject to exercise under the Option if the
Optionee were still rendering services during such three-month or one year
period.

            (c) Applicability of Provisions of Section 8 to Options Granted
Pursuant to Section 9. The following provisions of Section 8 shall be applicable
to Options granted pursuant to this Section 9: the last sentence of Subsection
8(b); Subsection 8(c); Subsection 8(d); Subsection 8(f); and Subsection 8(i)
(but only to the extent that the application of such Subsection to Options
granted under this Section 9 would not cause a Disinterested Director no longer
to qualify as a Disinterested Director).

         10. Change of Control. In the event of a Change of Control, the
Committee may take whatever action it deems necessary

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or desirable with respect to the Options outstanding (other than Options granted
pursuant to Section 9), including, without limitation, accelerating the
expiration or termination date set forth in the Option Documents. In addition to
the foregoing, in the event of a Change of Control, Options granted pursuant to
the Plan and held by Optionees who are employees or members of the Board of
Directors at the time of a Change of Control shall become immediately
exercisable in full.


         A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events: (i) the date the stockholders of the
Company (or the Board of Directors, if stockholder action is not required)
approve a plan or other arrangement pursuant to which the Company will be
dissolved or liquidated, or (ii) the date the stockholders of the Company (or
the Board of Directors, if stockholder action is not required) approve a
definitive agreement to sell or otherwise dispose of substantially all of the
assets of the Company, or (iii) the date the stockholders of the Company (or the
Board of Directors, if stockholder action is not required) and the stockholders
of the other constituent corporation (or its board of directors if stockholder
action is not required) have approved a definitive agreement to merge or
consolidate the Company with or into such other corporation, other than, in
either case, a merger or consolidation of the Company in which holders of shares
of the Company's Common Stock immediately prior to the merger or consolidation
will have at least a majority of the ownership of common stock of the surviving
corporation (and, if one class of common stock is not the only class of voting
securities entitled to vote on the election of directors of the surviving
corporation, a majority of the voting power of the surviving corporation's
voting securities) immediately after the merger or consolidation, which common
stock (and, if applicable, voting securities) is to be held in the same
proportion as such holders' ownership of Common Stock of the Company immediately
before the merger or consolidation, or


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(iv) the date any entity, person or group, within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended
(other than the Company, any of its subsidiaries, any employee benefit plan or
related trust sponsored or maintained by the Company or any of its subsidiaries,
Jack Brier, family members of Jack Brier or trusts for the benefit of Jack Brier
or his family members) shall have become the beneficial owner of, or shall have
obtained voting control over, more than fifty percent (50%) of the outstanding
Shares of the Company's Common Stock, or (v) the first day after the date this
Plan is effective when members of the Board of Directors are elected such that a
majority of the members of the Board of Directors shall have been members of the
Board of Directors for less than two (2) years, unless the nomination for
election of each new member of the Board of Directors who was not a member at
the beginning of such two (2) year period was approved by a vote of at least
two-thirds of the members of the Board of Directors then still in office who
were members at the beginning of such period.


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         11. Adjustments on Changes in Capitalization.

             (a) In the event that the outstanding Shares are changed by reason
of a reorganization, merger, consolidation, recapitalization, reclassification,
stock split, combination or exchange of shares or the like (not including the
issuance of Common Stock on the conversion of other securities of the Company
which are outstanding on the date of grant and which are convertible into Common
Stock) or dividends payable in Shares, an equitable adjustment shall be made by
the Committee in the aggregate number of Shares available under the Plan and in
the number of Shares and price per Share subject to outstanding Options. Unless
the Committee makes other provisions for the equitable settlement of outstanding
options, if the Company shall be reorganized, consolidated, or merged with
another corporation, or if all or substantially all of the assets of the Company
shall be sold or exchanged, an Optionee shall at the time of issuance of the
stock under such corporate event be entitled to receive upon the exercise of his
or her Option the same number and kind of shares of stock or the same amount of
property, cash or securities as he or she would have been entitled to receive
upon the occurrence of any such corporate event as if he or she had been,
immediately prior to such event, the holder of the number of Shares covered by
his or her Option. 

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             (b) Any adjustment under this Section 11 in the number of Shares
subject to Options shall apply proportionately to only the unexercised portion
of any Option granted hereunder. If fractions of a Share would result from any
such adjustment, the adjustment shall be revised to the next lower whole number
of Shares. 

             (c) The Committee shall have authority to determine the
adjustments to be made under this Section, and any such determination by the
Committee shall be final, binding and conclusive. 

         12. Amendment of the Plan. The Board of Directors of the Company may
amend the Plan from time to time in such manner as it may deem advisable.
Nevertheless, the Board of Directors of the Company may not change the class of
individuals eligible to receive an ISO or increase the maximum number of shares
as to which Options may be granted hereunder without obtaining approval, within
twelve months before or after such action, by vote of a majority of the votes
cast at a duly called meeting of the stockholders at which a quorum representing
a majority of all outstanding voting stock of the Company is, either in person
or by proxy, present and voting on the matter. In addition, the provisions of
Section 9 that determine (i) which directors shall be granted Options pursuant
to Section 9; (ii) the amount of Shares subject to Options granted pursuant to
Section 9; (iii) the price at which shares subject to Options granted pursuant
to Section 9 may be purchased; and (iv)


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the timing of grants of Options pursuant to Section 9 shall not be amended more
than once every six months, other than to comport with changes in the Code or
the Employee Retirement Income Security Act of 1974, as amended. Except as
otherwise provided in the Plan, no amendment to the Plan shall adversely affect
any outstanding Option, without the consent of the Optionee.

         13. No Commitment to Retain. The grant of an Option pursuant to the
Plan shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Affiliate to retain the
Optionee in the employ or service of the Company or an Affiliate and/or as a
member of the Company's Board of Directors or in any other capacity. 

         14. Withholding of Taxes. Whenever the Company proposes or is required
to deliver or transfer Shares in connection with the exercise of an Option, the
Company shall have the right to (a) require the recipient to remit or otherwise
make available to the Company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to the delivery or transfer of
any certificate or certificates for such Shares or (b) take whatever other
action it deems necessary to protect its interests with respect to tax
liabilities. The Company's obligation to make any delivery or transfer of Shares
shall be conditioned on the Optionee's compliance, to the Company's
satisfaction, with any withholding requirement. 

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         15. Interpretation. The Plan is intended to enable transactions under
the Plan with respect to directors and officers (within the meaning of Section
16(a) under the Securities Exchange Act of 1934, as amended) to satisfy the
conditions of Rule 16b-3; to the extent that any provision of the Plan would
cause a conflict with such conditions or would cause the administration of the
Plan as provided in Section 3 to fail to satisfy the conditions of Rule 16b-3,
such provision shall be deemed null and void to the extent permitted by
applicable law.


                                     - 23 -

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