<PAGE>

                                                                    Exhibit 10.1


                           AMERICASDOCTOR.COM, INC.

                             AMENDED AND RESTATED

                        1996 EMPLOYEE STOCK OPTION PLAN
<PAGE>

                           AMERICASDOCTOR.COM, INC.
                             AMENDED AND RESTATED
                        1996 EMPLOYEE STOCK OPTION PLAN
                               Table of Contents


<TABLE>
<CAPTION>
                                                                                        Page
<S>                                                                                     <C>
ARTICLE 1       General Purpose of Plan.............................................     1

ARTICLE 2       Definitions.........................................................     1

ARTICLE 3       Administration......................................................     3
  Section 3.1   Administrator.......................................................     3
  Section 3.2   Powers in General...................................................     3
  Section 3.3   Specific Powers.....................................................     3
  Section 3.4   Decisions Final.....................................................     3

ARTICLE 4       Stock Subject to Plan...............................................     4
  Section 4.1   Stock Subject to the Plan...........................................     4
  Section 4.2   Unexercised Options; Reacquired Shares..............................     4

ARTICLE 5       Eligibility.........................................................     4

ARTICLE 6       Options.............................................................     4
  Section 6.1   General.............................................................     4
  Section 6.2   Terms and Conditions of Options.....................................     4
                (a)     Number and Type of Shares...................................     4
                (b)     Exercise Price..............................................     4
                (c)     Medium and Time of Payment..................................     5
                (d)     Term and Exercise of Options................................     5
                (e)     Reload Options..............................................     5
                (f)     Successive Grants...........................................     5
                (g)     Section 16(b)...............................................     5
  Section 6.3   Transferability Restrictions........................................     5

ARTICLE 7       Effect of Certain Changes...........................................     6

ARTICLE 8       Amendments, Termination and Cancellations...........................     6
  Section 8.1   Amendments and Termination..........................................     6
  Section 8.2   Cancellations.......................................................     6

ARTICLE 9       General Provisions..................................................     7
  Section 9.1   General Restrictions................................................     7
                (a)     No View to Distribute.......................................     7
                (b)     Legends.....................................................     7
  Section 9.2   Other Compensation Arrangements.....................................     7
  Section 9.3   Disqualifying Dispositions; Withholding Taxes.......................     7
                (a)     Disqualifying Disposition...................................     7
                (b)     Withholding Required........................................     7
</TABLE>

                                       i

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<TABLE>
<CAPTION>
<S>                                                                                     <C>
                (c)     Withholding Right...........................................     8
                (d)     Exercise of Withholding Right...............................     8
                (e)     Effect......................................................     8
  Section 9.4   Indemnification.....................................................     8
  Section 9.5   Loans...............................................................     9
  Section 9.6   No Right to Continue as an Officer or Employee......................     9
  Section 9.7   No Rights as a Stockholder..........................................     9
  Section 9.8   Fractional Shares...................................................     9
  Section 9.9   Regulatory Matters..................................................    10
  Section 9.10  Certain Terminations of Employment, Hardship and Approved Leaves of
                Absence.............................................................    10
  Section 9.11  Foreign Optionees...................................................    10
  Section 9.12  Other Provisions....................................................    10
  Section 9.13  Incentive Stock Options.............................................    11
  Section 9.14  Governing Law.......................................................    11

ARTICLE 10      Effective Date of Plan..............................................    11
</TABLE>

                                      ii
<PAGE>

                           AMERICASDOCTOR.COM, INC.

                             AMENDED AND RESTATED

                        1996 EMPLOYEE STOCK OPTION PLAN

                                    ARTICLE
                                       1
                            General Purpose of Plan

     The purpose of the AmericasDoctor.com, Inc. Amended and Restated 1996
Employee Stock Option Plan is to enable AmericasDoctor.com, Inc., a Delaware
corporation (the "Company"), and any Parent or any Subsidiary to obtain and
retain the services of the types of officers and employees who will contribute
to the Company's long range success and to provide incentives that are linked
directly to increases in share value that will inure to the benefit of all
stockholders of the Company.

                                   ARTICLE 2
                                  Definitions

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

     "Administrator" shall have the meaning as set forth in Article 3.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto.

     "Committee" means a committee of the Board.

     "Common Stock" means (i) the Class A Common Stock, $.001 par value, of the
Company, (ii) any security into which shares of Common Stock may be converted by
reason of any transaction or event of the type referred to in Article 7, and
(iii) in the event of a change in the stock of the Company as presently
constituted that is limited to a change of all of its authorized shares with par
value, into the same number of shares without par value, or a change in the par
value, the shares resulting from any such change.

     "Date of Grant" means the date on which the Administrator adopts a
resolution expressly granting an Option to a Participant, or if a different date
is set forth in such resolution as the Date of Grant, then such date as is set
forth in such resolution.

     "Director" means a member of the Board.

     "Disability" means permanent and total disability as defined by the
Administrator.

     "Election" shall have the meaning set forth in Section 9.3(c) of the Plan.
<PAGE>

     "Eligible Person" means an officer or employee of the Company, any Parent
or any Subsidiary.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended and
supplemented from time to time, or any successor thereto.

     "Fair Market Value" per share at any date means the fair market value of
the Stock as determined in good faith by the Administrator from time to time.

     "Incentive Stock Option" means an Option that is intended to qualify as an
"incentive stock option" under Section 422 of the Code, or any successor
provision thereto.

     "Non-Employee Director" means a "non-employee director" as that term is
defined in Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor
rule thereto.

     "Nonqualified Option" means an Option that is not an Incentive Stock
Option.

     "Option" means an option to purchase shares of Stock upon the exercise of
an Option granted pursuant to Article 6.

     "Option Agreement" shall have the meaning set forth in Section 6.2 of the
Plan.

     "Optionee" means a Participant who is granted an Option pursuant to the
Plan.

     "Parent" means any present or future corporation that would be a "parent
corporation" as that term is defined in Section 424 of the Code or any successor
provision thereto.

     "Participant" means any Eligible Person selected by the Administrator,
pursuant to the Administrator's authority in Article 3, to receive grants of
Options.

     "Plan" means this AmericasDoctor.com, Inc. Amended and Restated 1996
Employee Stock Option Plan, as the same may be amended or supplemented from time
to time.

     "Preferred Stock" means (i) the Series C Contingent Convertible Preferred
Stock, $.001 par value, of the Company, (ii) any security into which shares of
Preferred Stock may be converted according to their terms or by reason of any
transaction or event of the type referred to in Article 7, and (iii) in the
event of a change of all its authorized shares with par value, into the same
number of shares without par value, or a change in the par value, the shares
resulting from any such change.

     "Retirement" means retirement from service as an officer or active employee
of the Company or any Parent or Subsidiary as defined by the Administrator.

     "Stock" means the Common Stock and the Preferred Stock.

     "Subsidiary" means any corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest; provided, however, for purposes of
determining whether any person may be an Optionee for purposes of any grant of
Incentive Stock Options, "Subsidiary" means any present or future

                                       2
<PAGE>

corporation that would be a "subsidiary corporation" as that term is defined in
Section 424 of the Code or any successor provision thereto.

     "Tax Date" shall have the meaning set forth in Section 9.3(c) of the Plan.

     "Withholding Right" shall have the meaning set forth in Section 9.3(b) of
the Plan.


                                   ARTICLE 3
                                Administration

      Section 3.1   Administrator.  The Plan shall be administered by either (i)
                    -------------
the Board or (ii) a Committee composed solely of two or more Non-Employee
Directors (the group administering the Plan is referred to as the
"Administrator").

      Section 3.2   Powers in General.  The Administrator shall have the power
                    -----------------
and authority to grant to Eligible Persons, pursuant to the terms of the Plan,
Options.

      Section 3.3   Specific Powers.  In particular, the Administrator shall
                    ---------------
have the authority: (i) to construe and interpret the Plan and apply its
provisions; (ii) to promulgate, amend and rescind rules and regulations relating
to the administration of the Plan from time to time; (iii) to authorize any
person to execute, on behalf of the Company, any instrument required to carry
out the purposes of the Plan; (iv) to determine when Options are to be granted
under the Plan; (v) from time to time to select, subject to the limitations set
forth in the Plan, those Eligible Persons to whom Options shall be granted; (vi)
to determine the number of shares of Stock to be made subject to each Option;
(vii) to prescribe the terms and conditions of each Option, including, without
limitation, the exercise price and medium of payment, and to specify the
provisions of the Option Agreement relating to such Option; (viii) to amend any
outstanding Options for the purpose of modifying the time or manner of vesting,
the exercise price thereunder or otherwise, subject to applicable legal
restrictions and to the consent of the other party to such agreement; and (ix)
to make any and all other determinations which it determines to be necessary or
advisable for administration of the Plan.

      Section 3.4   Decisions Final.  The interpretation and construction by the
                    ---------------
Administrator of any provision of the Plan or any agreement, notification or
document evidencing the grant of Options and any determination by the
Administrator pursuant to any provision of the Plan or any such agreement,
notification or document shall be final and conclusive.  No Administrator or
member thereof shall be liable for any such action taken or determination made
in good faith.

                                       3
<PAGE>

                                   ARTICLE 4
                             Stock Subject to Plan

      Section 4.1   Stock Subject to the Plan.  Subject to adjustment as
                    -------------------------
provided in Article 7, the total number of shares of Common Stock reserved and
available for issuance under the Plan shall be 2,011,000 shares.  Subject to
adjustment as provided in Article 7, the total number of shares of Preferred
Stock reserved and available for issuance under the Plan shall be 79,767 shares,
which shares may be issued only in the form of Nonqualified Options and not
Incentive Stock Options. Shares reserved hereunder may consist, in whole or in
part, of authorized and unissued shares or treasury shares.  In connection with
the issuance or transfer of shares of Stock pursuant to the Plan, the Company
may repurchase shares of Stock in the open market or otherwise.

      Section 4.2   Unexercised Options; Reacquired Shares.  To the extent that
                    --------------------------------------
any Options expire or are otherwise terminated without being exercised, the
shares underlying such Options (and shares related thereto) shall again be
available for issuance in connection with future Options under the Plan.  Shares
acquired by the Company upon exercise of Options pursuant to Section 6.2(c) or
Section 9.3 shall not increase the shares available for issuance under the Plan.

                                   ARTICLE 5
                                  Eligibility

     Officers and employees of the Company, any Parent or any Subsidiary who are
responsible for or contribute to the management, growth or profitability of the
business of the Company, any Parent or any Subsidiary, shall be eligible to be
granted Options hereunder subject to limitations set forth in the Plan.

                                   ARTICLE 6
                                    Options

      Section 6.1   General.  Each Option granted under the Plan shall be in
                    -------
such form and under such terms and conditions as the Administrator may from time
to time approve; provided, that such terms and conditions are not inconsistent
with the Plan.  The provisions of Option Agreements entered into under the Plan
need not be identical.  Options granted under the Plan may be Nonqualified
Options or Incentive Stock Options, or any combination thereof; provided,
however, that in no event may any option to purchase shares of Preferred Stock
be an Incentive Stock Option. The grants of Nonqualified Options to purchase
Preferred Stock shall be deemed to be a sub-plan of the Plan.

      Section 6.2   Terms and Conditions of Options.  Each Option granted
                    -------------------------------
pursuant to the Plan shall be evidenced by a written option agreement between
the Company and the Optionee (the "Option Agreement"), which shall comply with
and be subject to the following terms and conditions:

          (a)       Number and Type of Shares. Each Option Agreement shall state
                    -------------------------
the number and type of shares of Stock to which the Option relates.

                                       4
<PAGE>

          (b) Exercise Price.  Each Option Agreement shall state the price at
              --------------
which shares subject to the Option may be purchased (the "Exercise Price"),
which price shall be determined in the sole discretion of the Administrator and
may be less than, equal to or greater than the Fair Market Value per share of
Stock on the Date of Grant; provided, however, that the Exercise Price per share
of Stock shall be at least equal to the per share stated par value of the Stock.

          (c) Medium and Time of Payment.  The Exercise Price shall be paid in
              --------------------------
full, at the time of exercise, (i) in cash or cash equivalents, (ii) with the
approval of the Administrator, in shares of Stock, which shall be valued at Fair
Market Value on the date of exercise, (iii) with any other legal consideration
that the Administrator deems appropriate, on such basis as the Administrator may
determine in accordance with the Plan or (iv) with any combination of the
foregoing, and may be effected in whole or in part (x) with monies received from
the Company at the time of exercise as a compensatory cash payment or (y) to the
extent that the Exercise Price exceeds the par value of the shares so purchased,
with monies borrowed from the Company in accordance with Section 9.5. Any Option
Agreement may provide for deferred payment of the Exercise Price from the
proceeds of sale through a broker on the date of exercise of the Option of some
or all of the shares of Stock to which the exercise relates.

          (d) Term and Exercise of Options.  Options shall be exercisable over
              ----------------------------
the exercise period at the times the Administrator may determine, as reflected
in the related Option Agreement. The exercise period of any Option shall be
determined by the Administrator.  Each Option Agreement shall specify the
conditions, including as and to the extent determined by the Administrator, the
period or periods of continuous employment of the Optionee by the Company or any
Parent or Subsidiary that are necessary before the Options or installments
thereof shall become exercisable, and any Option Agreement may provide for the
earlier exercise of the Option, including, without limitation, in the event of a
change in control of the Company or other similar transaction or event.

          (e) Reload Options.  On or after the Date of Grant of any Option, the
              --------------
Administrator may provide for the automatic grant to the Optionee of additional
Options upon the exercise of Options.

          (f) Successive Grants.  Successive grants of Options may be made to
              -----------------
the same Optionee regardless of whether any Options previously granted to the
Optionee remain unexercised.

          (g) Section 16(b).  To the extent necessary for an Option, its
              -------------
exercise or the sale of shares of Stock acquired thereunder to be exempt from
Section 16(b) of the Exchange Act, such Option shall be held at least six months
from the date such Option was granted, or at least six months shall elapse from
the date of grant of such Option, to the date of disposition of the shares of
Stock acquired upon exercise of such Option.

      Section 6.3   Transferability Restrictions.  Any grant of Options under
                    ----------------------------
the Plan may provide that all or any part of the shares of Stock that are to be
issued by the Company upon the exercise thereof shall be subject to further
restrictions upon transfer.

                                   ARTICLE 7
                           Effect of Certain Changes

                                       5
<PAGE>

     The Administrator may make or provide for such adjustments in the number of
shares of Stock covered by outstanding Options, the Exercise Price per share of
Stock applicable to any such Options, and the kind of shares (including shares
of another issuer) covered thereby, as the Administrator may in good faith
determine to be equitably required to prevent dilution or expansion of the
rights of Optionees that otherwise would result from (a) the conversion into
Common Stock of any Class B Common Stock, $.001 par value, Series A Preferred
Stock, $.001 par value, Series B Contingent Convertible Preferred Stock, $.001
par value or Preferred Stock of the Company (or any security into which shares
of such Class B Common Stock, Series A Preferred Stock, Series B Contingent
Convertible Preferred Stock or Preferred Stock may be converted by reason of a
transaction referred to in this Article 7), (b) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Company or (c) any merger, consolidation, spin-off, spin-out, split-off,
split-up, reorganization, partial or complete liquidation or other distribution
of assets, issuance of warrants or other rights to purchase securities or any
other corporate transaction or event having an effect similar to any of the
foregoing.  In the event of any such transaction or event, the Administrator may
provide in substitution for any or all outstanding Options such alternative
consideration as it may in good faith determine to be equitable under the
circumstances and may require in connection therewith the surrender of all
Options so replaced. Moreover, the Administrator may on or after the Date of
Grant provide in the Option Agreement that the holder of the Option may elect to
receive an equivalent Option in respect of securities of the surviving entity of
any merger, consolidation or other transaction or event having a similar effect,
or the Administrator may provide that the holder will automatically be entitled
to receive such an equivalent Option.  The Administrator may also make or
provide for such adjustments in the maximum number of shares of Stock specified
in Section 4.1 as the Administrator may in good faith determine to be
appropriate to reflect any transaction or event described in this Article 7.

                                   ARTICLE 8
                   Amendments, Termination and Cancellations

      Section 8.1   Amendments and Termination.  The Administrator may amend,
                    --------------------------
alter or discontinue the Plan, but no amendment, alteration or discontinuation
shall be made that would increase the number of shares of Common Stock specified
in Section 4.1 without the approval of the Company's stockholders.  The
Administrator may amend the terms of any award theretofore granted,
prospectively or retroactively, but, subject to Article 3, no such amendment
shall impair the rights of any Option holder without his or her consent.

      Section 8.2   Cancellations.  With the concurrence of the affected
                    -------------
Optionee, the Administrator may cancel any Option Agreement.  In the event of
any such cancellation, the Administrator may authorize the granting of new
Options hereunder, which may or may not cover the same number of shares of Stock
as had been covered by the canceled Option, at such Exercise Price, in such
manner and subject to such other terms, conditions and discretion as would have
been permitted under the Plan had the canceled Option not been granted.

                                       6
<PAGE>

                                   ARTICLE 9
                              General Provisions

      Section 9.1   General Restrictions.
                    --------------------

          (a) No View to Distribute.  The Administrator may require each person
              ---------------------
acquiring shares of Stock pursuant to the Plan, as a condition of receiving
Options, to give written assurances in substance and form satisfactory to the
Company and its counsel to the effect that such person is acquiring the shares
of Stock subject to the Option 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 or its counsel deems necessary or appropriate
to comply with federal and applicable state securities laws.  The certificates
for such shares may include any legend which the Administrator deems appropriate
to reflect any restrictions on transfer.

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

      Section 9.2   Other Compensation Arrangements.  Nothing contained in the
                    -------------------------------
Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

      Section 9.3   Disqualifying Dispositions; Withholding Taxes.
                    ---------------------------------------------

          (a) Disqualifying Disposition.  By accepting an Option granted under
              -------------------------
the Plan, each Participant agrees that should such Participant make a
"Disposition" (as defined in the Code) of all or any of the shares received upon
the exercise of an Incentive Stock Option (the "ISO Shares") within two years
from the date of grant of the Option or within one year after the issuance of
such ISO Shares, such Participant shall immediately advise the Company in
writing as to the occurrence of the sale and the price realized upon the sale of
such ISO Shares.

          (b) Withholding Required.  Each Participant shall, no later than the
              --------------------
date as of which the value derived from an Option first becomes includable in
the gross income of the Participant for income tax purposes, pay to the Company,
or make arrangements satisfactory to the Administrator regarding payment of, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Option or its exercise.  The obligations of the Company under the
Plan shall be conditioned upon such payment or arrangements and the Participant
shall, to the extent permitted by law, have the right to request that the
Company deduct any such taxes from any payment of any kind otherwise due to the
Participant.

          (c) Withholding Right.  The Administrator may, in its discretion,
              -----------------
grant an Option holder the right (a "Withholding Right") to elect to make such
payment by irrevocably requiring the Company to withhold from shares issuable
upon exercise of the Option that number of full shares of Stock having a Fair
Market Value on the Tax Date (as defined below) equal to the amount (or

                                       7
<PAGE>

portion of the amount) required to be withheld. The Withholding Right may be
granted with respect to all or any portion of the Option.

          (d) Exercise of Withholding Right.  To exercise a Withholding Right,
              -----------------------------
the Option holder must follow the election procedures set forth below, together
with such additional procedures and conditions as may be set forth in the
related Option Agreement or otherwise adopted by the Administrator:

               (i)    The Option holder must deliver to the Company his or her
     written notice of election (the "Election") to have the Withholding Right
     apply to all (or a designated portion) of such holder's Option.

               (ii)   Unless disapproved by the Administrator as provided in
     Subsection (iii) below, the Election once made will be irrevocable.

               (iii)  No Election is valid unless the Administrator consents to
     the Election; the Administrator has the right and power, in its sole
     discretion, with or without cause or reason therefor, to consent to the
     Election, to refuse to consent to the Election, or to disapprove the
     Election; and if the Administrator has not consented to the Election on or
     prior to the date that the amount of tax to be withheld is, under
     applicable federal income tax laws, fixed and determined by the Company
     (the "Tax Date"), the Election will be deemed approved.

          (e) Effect.  If the Administrator consents to an Election of a
              ------
Withholding Right, upon the exercise of an Option (or any portion thereof) to
which the Withholding Right relates, the Company will withhold from the shares
otherwise issuable that number of full shares of Stock having a Fair Market
Value equal to the amount (or portion of the amount, as applicable) required to
be withheld under applicable federal and/or state income tax laws as a result of
the exercise.

      Section 9.4   Indemnification.  In addition to such other rights of
                    ---------------
indemnification as they may have as Directors or members of the Committee, and
to the extent allowed by applicable law, each Director shall be indemnified by
the Company against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement (provided that the settlement has been approved by
the Company, which approval shall not be unreasonably withheld) actually and
reasonably incurred by such Director in connection with any action, suit or
proceeding or in connection with any appeal thereof, to which such Director was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
executive, by reason of any action taken or failure to act under or in
connection with the Plan or any option granted under the Plan, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Director did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to a criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was unlawful; provided,
however, that within 60 days after institution of any such action, suit or
proceeding, such Director shall, in writing, offer the Company the opportunity
at its own expense to handle and defend such action, suit or proceeding.

      Section 9.5   Loans.  The Company may make loans to Optionees as the
                    -----
Administrator, in its discretion, may determine in connection with the exercise
of outstanding Options granted under

                                       8
<PAGE>

the Plan. Such loans shall (i) be evidenced by promissory notes entered into by
the holders in favor of the Company; (ii) be subject to the terms and conditions
set forth in this Section 9.5 and such other terms and conditions, not
inconsistent with the Plan, as the Administrator shall determine; and (iii) bear
interest, if any, at such rate as the Administrator shall determine. In no event
may the principal amount of any such loan exceed the Exercise Price less the par
value of the shares of Stock covered by the Option, or portion thereof,
exercised by the Optionee. The initial term of the loan, the schedule of
payments of principal and interest under the loan, the extent to which the loan
is to be with or without recourse against the holder with respect to principal
and applicable interest and the conditions upon which the loan will become
payable in the event of the holder's termination of engagement as an active
officer or employee shall be determined by the Administrator; provided, however,
that the term of the loan, including extensions, shall not exceed 10 years.
Unless the Administrator determines otherwise, when a loan shall have been made,
shares of Stock having a Fair Market Value at least equal to the principal
amount of the loan shall be pledged by the holder to the Company as security for
payment of the unpaid balance of the loan and such pledge shall be evidenced by
a pledge agreement, the terms of which shall be determined by the Administrator,
in its discretion; provided, however, that each loan shall comply with all
applicable laws, regulations and rules of the Board of Governors of the Federal
Reserve System and any other governmental agency having jurisdiction.

      Section 9.6   No Right to Continue as an Officer or Employee.  Nothing in
                    ----------------------------------------------
the Plan or in any Option granted pursuant to the Plan shall confer upon an
Option holder any right to continue to be engaged as an officer or employee of
the Company or any Parent or Subsidiary or interfere in any way with the right
of the Company or any Parent or Subsidiary to terminate such service or
employment at any time.

      Section 9.7   No Rights as a Stockholder.  An Option holder or a
                    --------------------------
transferee of an Option shall have no rights as a stockholder with respect to
any shares covered by the Options until the date of the issuance of a Stock
certificate to such holder for such shares.

      Section 9.8   Fractional Shares.  The Company shall not be required to
                    -----------------
issue any fractional shares of Stock pursuant to the Plan.  The Administrator
may provide for the elimination of fractions or for the settlement thereof in
cash.

      section 9.9   Regulatory Matters.  Each Option Agreement shall provide
                    ------------------
that no shares shall be purchased or sold thereunder unless and until (i) any
then applicable requirements of state or federal laws and regulatory agencies
shall have been fully complied with to the satisfaction of the Company and its
counsel; and (ii) if required to do so by the Company, the Optionee shall have
executed and delivered to the Company a letter of investment intent in such form
and containing such provisions as the Board or Committee may require.  Each
grant of Options 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 of Stock subject to such Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance of shares thereunder, such grant of Options may
not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to such counsel.  Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing,
registration or qualification.

                                       9
<PAGE>

      Section 9.10   Certain Terminations of Employment, Hardship and Approved
                     ---------------------------------------------------------
Leaves of Absence.  Notwithstanding any other provision of the Plan to the
-----------------
contrary, in the event of termination of employment by reason of death,
Disability, normal Retirement, early Retirement with the consent of the Company,
termination of employment to enter public service with the consent of the
Company or leave of absence approved by the Company, or in the event of hardship
or other special circumstances, of an Optionee who holds an Option that is not
immediately and fully exercisable, the Administrator may take any action that it
deems to be equitable under the circumstances or in the best interests of the
Company, including without limitation, waiving or modifying any limitation or
requirement with respect to any Option under the Plan.

      Section 9.11   Foreign Optionees.  To facilitate the granting of any
                     -----------------
Option, the Administrator may provide for such special terms for Options granted
to Optionees who are foreign nationals, or who are engaged as officers or
employees of the Company or any Parent or Subsidiary outside of the United
States of America, as the Administrator may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom.  Moreover, the
Administrator may approve such supplements to, or amendments, restatements or
alternative versions of, the Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of the Plan as in effect
for any other purpose and the Secretary or other appropriate officer of the
Company may certify any such document as having been approved and adopted in the
same manner as the Plan; no such supplements, amendments, restatements or
alternative versions shall include provisions that are inconsistent with the
terms of the Plan as then in effect, unless the Plan could have been amended to
eliminate such inconsistency, without further approval by the stockholders of
the Company.

      Section 9.12   Other Provisions.  The Option Agreements authorized under
                     ----------------
the Plan may contain such other provisions not inconsistent with the Plan,
including, without limitation, restrictions upon the exercise of the Options, as
the Administrator may deem advisable.

      Section 9.13   Incentive Stock Options.  To the extent that any provision
                     -----------------------
of the Plan would prevent any Option that was intended to qualify as an
Incentive Stock Option from so qualifying, any such provision shall be null and
void with respect to any such Option; provided, however, that any such provision
shall remain in effect with respect to other Options, and there shall be no
further effect on any provision of the Plan.

      Section 9.14   Governing Law.  The Plan and all interpretations and
                    -------------
determinations made and actions taken pursuant hereto shall be governed by the
laws of the State of Illinois without regard to the choice of law provisions
thereof.

                                  ARTICLE 10
                            Effective Date of Plan

     The Plan shall become effective on the date on which the Plan is adopted by
the Board or a committee thereof.

                                       10