Exhibit 10.12

                            FINLAY ENTERPRISES, INC.
                          1997 LONG TERM INCENTIVE PLAN

1. Purpose of the Plan

     The  purpose  of the  1997  Long  Term  Incentive  Plan is to  promote  the
interests of Finlay  Enterprises,  Inc. (the "Corporation") and its stockholders
by providing an incentive  and reward for  executive  officers,  directors,  key
employees,  consultants  and other  persons who are in a position to  contribute
substantially   to  the  progress  and  success  of  the   Corporation  and  its
subsidiaries and thereby encourage such persons to seek such results; to closely
align the  interests of such  employees  and other persons with the interests of
stockholders  of  the   Corporation  by  linking  rewards   hereunder  to  stock
performance;  to retain in the Corporation and its  subsidiaries the benefits of
the services of such persons;  and to attract to the service of the  Corporation
and  its  subsidiaries  new  executive  officers,   directors,   key  employees,
consultants and other such persons of high quality.

2. Definitions

     Unless otherwise required by the context, the terms used in this Plan shall
have the meanings ascribed to such terms in this Section 2.

     "Award"  shall  mean an award  granted  under  the Plan in one of the forms
provided in Section 6.

     "Beneficiary,"  as applied to a participant,  shall mean a person or entity
(including a trust or the estate of the  participant)  designated  in writing by
the participant on such forms as the Committee may prescribe to receive benefits
under the Plan in the event of the death of the participant;  provided, however,
that if, at the death of a participant,  there shall not be any living person or
entity in existence so designated,  the term "beneficiary"  shall mean the legal
representative of the participant's estate.

     "Board" or "Board of  Directors"  shall mean the Board of  Directors of the
Corporation.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.  References  to any  provision  of the Code  shall be deemed to include
regulations  and proposed  regulations  thereunder and successor  provisions and
regulations thereto.

     "Committee"  shall  mean  the  Compensation   Committee  of  the  Board  of
Directors,  and/or any other committee or subcommittee  the Board may appoint to
administer the Plan as provided  herein.  A Committee  composed solely of two or
more  members of the Board who meet (i) the  definition  of  "outside  director"
under Section 162(m) of the Code, (ii) the definition of "non-employee director"
under  Section 16 of the Exchange  Act and (iii) any similar or  successor  laws
hereinafter enacted,  shall administer the Plan with respect to participants who
are Covered  Employees  or who are subject to Section 16 of the  Exchange Act at
the time of the relevant Committee action;  provided,  however,  that if, at any
time,  no Committee  shall be in office,  then the  functions  of the  Committee
specified in this Plan shall be exercised by the Board or by any other committee
appointed by the Board.

     "Common  Stock"  shall mean the Common Stock of the  Corporation,  $.01 par
value,  or such other class of shares or other  securities  as may be applicable
pursuant to the provisions of Section 8.

     "Covered Employee" shall mean any employee of the Corporation or any of its
Subsidiaries  who is deemed to be a "covered  employee"  within  the  meaning of
Section 162(m) of the Code.

     "Detrimental  Activity"  shall mean any activity by a participant or former
participant  in the Plan that is determined  by the  Executive  Committee of the
Corporation in its sole discretion to be deleterious to the interests of


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the Corporation or any Subsidiary.

     "Disability"  shall mean the permanent  and total  disability as defined by
Section 22(e)(3) of the Code.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended.
References  to any  provision of the Exchange Act shall be deemed to include the
rules  and  regulations  thereunder  and  successor  provisions  and  rules  and
regulations thereto.

     "Incentive  Stock  Option" shall mean any stock option  designated  as, and
qualified as, an "incentive  stock option"  within the meaning of Section 422 of
the Code.

     "Limited Stock  Appreciation  Right" shall mean a right granted pursuant to
paragraph  6.6 to receive  cash  based on the  increase  in Market  Value of the
shares of Common Stock  subject to such right in the limited  circumstances  set
forth therein.

     "Market  Value," as applied to any date,  shall mean the mean  between  the
highest and lowest sale prices of the Common Stock as reported on the  principal
national  securities  exchange or National  Association  of  Securities  Dealers
Automated  Quotation/National Market System ("NASDAQ/NMS"),  as the case may be,
on which  such  stock is listed and traded for such date or, if there is no such
sale on that  date,  then on the last  preceding  date on which  such a sale was
reported.  If the  Common  Stock is not  quoted or listed on an  exchange  or on
NASDAQ/NMS,  or representative  quotes are not otherwise  available,  the Market
Value shall mean the amount  determined  by the  Committee to be the fair market
value based upon a good faith attempt to value the Common Stock  accurately  and
computed in  accordance  with  applicable  regulations  of the Internal  Revenue
Service.

     "Non-Employee  Director"  shall  mean a member  of the  Board who is not an
employee of the Corporation or any of its Subsidiaries.

     "Nonqualified  Stock  Option" shall mean an Option that is not an Incentive
Stock Option.

     "Option"  or "Stock  Option"  shall  mean an option to  purchase  shares of
Common Stock granted pursuant to paragraph 6.3.

     "Performance  Unit"  shall mean a  contingent  right  granted  pursuant  to
paragraph 6.5 to receive an award, payable either in cash or in Common Stock, if
specific goals prescribed by the Committee are attained.

     "Plan" shall mean the 1997 Long Term Incentive Plan of the  Corporation set
forth herein, as such may be amended and supplemented from time to time.

     "Restricted  Stock" shall mean shares of Common Stock issued or transferred
subject to restrictions  precluding a sale or other  disposition for a period of
time (other than as specifically  may be permitted) and requiring as a condition
to retention  compliance with any other terms and conditions that may be imposed
by the Committee.

     "Retirement"  shall mean the  termination of the  participant's  employment
with the  Corporation  and its  Subsidiaries  for  retirement  purposes  if such
termination  occurs on or after his normal  retirement date as defined under the
Corporation's Retirement Income Plan.

     "Rule 16b-3," as applied on a specific  date,  shall mean Rule 16b-3 of the
General  Rules and  Regulations  under the Exchange Act as then in effect or any
other provision that may have replaced such Rule and be then in effect.

     "Stock Appreciation Right" shall mean a right granted pursuant to paragraph
6.4 to receive cash or Common Stock based on the increase in Market Value of the
shares of Common Stock subject to such right.


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     "Stock Award" shall mean a form of Award granted pursuant to paragraph 6.2.

     "Subsidiary" shall mean a corporation or other form of business association
of which shares (or other ownership  interests) having 50% or more of the voting
power are owned or controlled, directly or indirectly, by the Corporation.

     "Year" shall mean the Corporation's then applicable fiscal year.

3. Scope of the Plan; Eligibility

     3.1. The Plan shall apply to the  Corporation and  Subsidiaries  other than
those specifically excluded by the Board of Directors.

     3.2. Awards may be made or granted, subject to applicable law, to executive
officers, directors, key employees, consultants and other persons who are deemed
to render significant services to the Corporation or its Subsidiaries and/or who
are deemed to have the  potential  to  contribute  to the future  success of the
Corporation.  The term  "employees"  shall include officers who are employees of
the  Corporation  or  of a  Subsidiary,  as  well  as  other  employees  of  the
Corporation and its Subsidiaries.  No Incentive Stock Option shall be granted to
any person who is not an  employee  of the  Corporation  or a  "subsidiary"  (as
defined in Section 424 of the Code) at the time of grant.

4. Administration

     4.1.  The Plan  shall be  administered  by the  Committee.  Subject  to the
express  provisions  of the Plan,  the  Committee  shall  have the full power to
interpret  and  administer  the  Plan,  including,   but  without  limiting  the
generality of the foregoing,  determining who shall be participants in the Plan,
the amount to be awarded to each  participant  and the form,  manner of payment,
conditions,  time and terms of  payment  of Awards.  The  interpretation  by the
Committee  of the  terms  and  provisions  of the  Plan  and the  administration
thereof, as well as all actions taken by the Committee,  shall be final, binding
and  conclusive  on  the  Corporation,  its  stockholders,   Subsidiaries,   all
participants and employees, and upon their respective Beneficiaries,  successors
and assigns, and upon all other persons claiming under or through any of them.

     4.2. The Committee may adopt such rules and  regulations,  not inconsistent
with  the   provisions  of  the  Plan,  as  it  deems   necessary  to  determine
participation in the Plan, the form and distribution of benefits  thereunder and
the proper  administration of the Plan, and may amend or revoke any such rule or
regulation.

     4.3. Unless  authority is  specifically  reserved to the Board of Directors
under the terms of the Plan, the  Corporation's  Certificate of Incorporation or
By-laws,  or  applicable  law,  the  Committee  shall  have sole  discretion  in
exercising  authority  under the Plan.  The  Committee  shall  select one of its
members as its chairman  and shall hold  meetings at such times and places as it
shall  deem  advisable.  Any  action of the  Committee  shall be taken  with the
approval  of a majority  of its  members  present  and voting at a meeting  duly
called  and held at which a quorum is  present.  A majority  of the  Committee's
members  shall  constitute  a  quorum.  Any  action  may be taken  by a  written
instrument signed by all members of the Committee and such action shall be fully
as  effective  as if taken by a majority of the members at a meeting duly called
and held. The Committee may delegate to officers or managers of the  Corporation
or any Subsidiary of the Corporation the authority, subject to such terms as the
Committee shall determine, to perform administrative functions and, with respect
to  participants  not subject to Section 16 of the Exchange Act, to perform such
other  functions as the Committee may determine,  to the extent  permitted under
Rule 16b-3 and applicable law.

     4.4. Each member of the Committee  shall be entitled to rely or act in good
faith upon any report or other  information  furnished  to him by any officer or
other  employee  of  the  Corporation  or  any  Subsidiary,   the  Corporation's
independent  certified  public  accountants,   or  any  executive   compensation
consultant, legal counsel or


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<PAGE>

other  professional  retained by the Corporation to assist in the administration
of the Plan.  No member of the  Committee,  nor any  officer or  employee of the
Corporation  or a  Subsidiary  acting  on  behalf  of the  Committee,  shall  be
personally  liable for any  action,  determination  or  interpretation  taken or
omitted  to be taken or made in good faith  with  respect to the Plan,  and such
persons  shall,  to the  extent  permitted  by law,  be  fully  indemnified  and
protected by the Corporation  with respect to any such action,  determination or
interpretation.

5. Shares Subject to the Plan.

     5.1.  Subject to  adjustment  as  provided  in Section 8 hereof,  the total
number of shares of Common  Stock  reserved  for  delivery  to  participants  in
connection  with  Awards  under the Plan  shall be  1,850,000.  If any shares of
Common Stock subject to an Award at or after the effective  date of the Plan are
forfeited or such Award is settled in cash or otherwise terminates or is settled
without  delivery of shares of Common Stock to the  participant,  such number of
shares shall be available for new Awards under the Plan.

     5.2. No Award  (including an Award that may only be settled in cash) may be
granted  if the number of shares of Common  Stock to which  such Award  relates,
when added to the number of shares  previously  delivered under the Plan and the
number of shares to which  other  then-outstanding  Awards  relate,  exceeds the
number of shares of Common  Stock  deemed  available  under this  Section 5. The
Committee may adopt  procedures  for the counting of shares under this Section 5
to ensure appropriate counting,  avoid double counting (in the case of tandem or
substitute Awards),  and provide for adjustments in any case in which the number
of shares  actually  delivered  differs  from the  number  of shares  previously
counted  in  connection  with an Award.  Any  shares of Common  Stock  delivered
pursuant  to an Award  may  consist,  in whole or in  part,  of  authorized  and
unissued shares or treasury shares.

6. Terms of Awards

     6.1. Grants of Awards.  Awards may be granted,  in whole or in part, in one
or more following forms:

     (a) A Stock Award in accordance with paragraph 6.2;

     (b) An Option, in accordance with paragraph 6.3;

     (c) A Stock Appreciation Right, in accordance with paragraph 6.4.

     (d) A Performance Unit in accordance with paragraph 6.5.

     (e) A Limited Stock Appreciation Right in accordance with paragraph 6.6.

     6.2.  Stock Awards.  Awards granted as Stock Awards shall be in the form of
an  issuance  of (i) shares of  Restricted  Stock or (ii)  shares  which are not
subject to any  restrictions  on sale or  disposition.  Such Stock  Awards shall
contain such terms and conditions as the Committee shall  determine,  including,
with  respect to a Stock  Award of  Restricted  Stock,  provisions  relating  to
forfeiture  of all or any  part of the  Restricted  Stock  upon  termination  of
employment  prior  to  expiration  of a  designated  period  of time or upon the
occurrence of other events; provided,  however, that upon the issuance of shares
pursuant to a Stock Award of  Restricted  Stock,  the  participant  shall,  with
respect to such shares, be and become a stockholder of the Corporation  entitled
to receive dividends,  to vote and to exercise all other rights of a stockholder
except to the extent  otherwise  specifically  provided in the Stock Award.  The
certificate  for any shares of Common Stock issued or  transferred as Restricted
Stock shall either be deposited in escrow or carry an appropriate  legend as the
Committee shall determine.

     6.3.  Options.  Awards granted as Options shall be subject to the following
provisions:

     (a) Options granted shall be either Incentive Stock Options or Nonqualified
Stock


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<PAGE>

Options, as the Committee shall specify at the time the Option is granted.

     (b) The price at which shares of Common Stock covered by each Option may be
     purchased  pursuant  thereto  shall  be  determined  in  each  case  by the
     Committee, but shall not be less than the par value of such shares or, with
     respect to Incentive Stock Options,  not less than 100% of the Market Value
     of the Common Stock on the date the Option is granted.  Notwithstanding the
     foregoing,  in  the  case  of  an  Incentive  Stock  Option  granted  to  a
     participant  who  (applying  the rules of Section  424(d) of the Code) owns
     stock  possessing  more than ten percent (10%) of the total combined voting
     power of all classes of stock of the employer corporation (or a "parent" or
     "subsidiary" of such  corporation  within the meaning of Section 424 of the
     Code) (a "Ten-Percent Stockholder"), the exercise price per share shall not
     be less than one hundred and ten percent  (110%) of the Market Value of the
     Common Stock on the date on which the Option is granted.

     (c) Each Option shall expire at such time as the Committee may determine at
     the time such Option is granted,  but not later,  in the case of  Incentive
     Stock Options,  than ten years (or, in the case of Incentive  Stock Options
     granted to a Ten-Percent  Stockholder,  not later than five years) from the
     date such Option is granted. The term of any Nonqualified Stock Option may,
     with the consent of the holder of the Option,  be extended by the Committee
     at  any  time  prior  to  the  expiration  of the  Option  without  further
     consideration  to the  Corporation  and,  except  to the  extent  otherwise
     provided in the Code, such extension shall not be deemed the grant of a new
     or additional Option for any purpose under the Plan or otherwise.

     (d) Each Option shall first become exercisable at such time or times as the
     Committee may determine at the time such Option is granted, except that:

          (i) In the event the  employment  of a  participant  is  terminated by
     reason of Retirement,  death or Disability,  all unexercised  Options shall
     thereupon,  subject to the other  provisions  below of this  paragraph 6.3,
     become  exercisable  for  the  period  provided  in  connection  with  such
     termination in paragraph (e); and

          (ii) Options granted shall not be affected by any change in the nature
     of the  participant's  employment so long as he continues to be employed by
     the  Corporation or a Subsidiary.  Approved  leaves of absence shall not be
     considered a termination or  interruption  of full-time  employment for any
     purpose of the Plan.

     (e) The Committee  shall  determine and set forth in each option  agreement
     governing an Option  granted  under the Plan rules that specify the period,
     if any,  after  termination  of employment  during which an Option shall be
     exercisable,  provided that in the case of an Incentive Stock Option,  such
     Option  shall in no event be  exercisable  more than ten years (or,  in the
     case of an Incentive  Stock Option  granted to a  Ten-Percent  Stockholder,
     five years) after the date of grant.

     (f) Subject to the provisions of paragraphs  6.3(c),  (d) and (e),  Options
     may be  exercised,  in part or in  whole,  at any time or from time to time
     during the term of the Option.

     (g) An  Option  shall be  considered  exercised  under the Plan on the date
     written  notice is  mailed to the  Secretary  of the  Corporation,  postage
     prepaid, or delivered in person to the Secretary,  advising of the exercise
     of a particular Option and transmitting payment of the Option price for the
     shares involved, plus any withholding tax required under any federal,


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     state and local statutes;  provided, however, that this provision shall not
     preclude exercise of an Option by any other proper legal method.

     (h)  Options  are not  transferable  other  than by will or by the  laws of
     descent  and  distribution,   and  during  a  participant's   lifetime  are
     exercisable only by him.

     (i) The Committee may place such  conditions on the exercise of Options and
     on the  transferability  of shares  received on  exercise of an Option,  in
     addition to those contained herein, as it shall deem appropriate.

     (j) No shares  shall be issued or  transferred  upon  exercise of an Option
     until full  payment of the  exercise  price  therefor  has been made.  Such
     exercise  price may be paid (i) in cash,  (ii) to the extent  authorized by
     the  Committee,  in whole shares of Common  Stock owned by the  participant
     prior to  exercising  the  Option,  (iii) to the extent  authorized  by the
     Committee,  by having the Corporation  withhold a number of shares from the
     exercise  having  a  Market  Value  equal to the  exercise  price,  (iv) by
     delivery of any other property  acceptable to the Corporation or (v) by any
     combination   thereof.   Notwithstanding   the  preceding   sentence,   the
     Corporation and the participant may agree upon any other reasonable  manner
     of  providing  for payment of the  exercise  price of the  Option.  For the
     purpose  of such  payment,  the sum of the  Market  Value of the  shares of
     Common Stock and any such other  property on the date of exercise  plus any
     cash  payment  shall not be less than the option  price of the shares to be
     issued or transferred. Payments of the exercise price of an Option that are
     made in the form of Common Stock  (which  shall be valued at Market  Value)
     may be made by (i) delivery of stock  certificates  in  negotiable  form or
     (ii)  unless  otherwise  determined  by  the  Committee,  delivery  of  the
     participant's  representation  that,  on the date of exercise,  he owns the
     requisite  number of shares and,  unless such shares are  registered in the
     participant's name as verified by the records of the Corporation's transfer
     agent, a  representation  executed by the  participant's  brokerage firm or
     other entity in whose name such shares are  registered  that on the date of
     exercise the participant  beneficially  owns the requisite number of shares
     ("Certificateless Exercise"). Delivery of such a representation pursuant to
     a  Certificateless  Exercise  shall  be  treated  as  the  delivery  of the
     specified  number of shares of Common Stock;  provided,  however,  that the
     number of shares  issued to the  participant  upon  exercise  of the Option
     shall be reduced by the number of shares specified in the representation.

     6.4. Stock Appreciation Rights. Awards granted as Stock Appreciation Rights
shall be the subject of the following provisions:

     (a) Stock  Appreciation  Rights may be granted only in  connection  with an
     Option  (the  "Related  Option"),  either  at the time of the grant of such
     Option or at any time thereafter during the term of the Option.

     (b) Each Stock Appreciation Right shall provide that the holder thereof may
     exercise  the  same by  surrendering  the  Related  Option  or any  portion
     thereof,  to the extent  unexercised,  and upon such exercise and surrender
     shall be  entitled to receive  other cash or shares of Common  Stock in the
     amount determined  pursuant to clause (ii) of paragraph 6.4(c). Such Option
     shall, to the extent so surrendered, thereupon cease to be exercisable.

     (c) Stock  Appreciation  Rights shall be further  subject to the  following
     terms  and  conditions  and  to  such  other  terms  and  conditions,   not
     inconsistent  with the  Plan,  as the  Committee  shall  from  time to time
     approve:


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          (i) Stock  Appreciation  Rights shall be  exercisable  at such time or
     times and to the extent,  but only to the extent,  that the Related  Option
     shall be exercisable.

          (ii) Upon exercise of Stock  Appreciation  Rights,  the holder thereof
     shall  receive,  at the  option of the  Corporation,  either (i) cash in an
     amount  equal to the excess of the Market  Value of a share of Common Stock
     on the date of such  exercise  over the exercise  price per share of Common
     Stock subject to the Related  Option  multiplied by the number of shares of
     Common  Stock in  respect  of  which  the  Stock  Appreciation  Rights  are
     exercised (the "Settlement Amount") or (ii) such number of shares of Common
     Stock as shall be  determined  by  dividing  the  Settlement  Amount by the
     Market  Value of a share of  Common  Stock on the date of  exercise  of the
     Stock Appreciation Rights.

     (d) To the extent that Stock  Appreciation  Rights shall be exercised,  the
     Related  Option shall be deemed to have been  exercised  for the purpose of
     the maximum limitation set forth in paragraph 5.1.

     (e)  Stock  Appreciation  Rights  may be  exercised  by the form of  notice
     provided for the exercise of an Option under paragraph 6.3(g).

     (f) Any  provision of this Section 6 to the  contrary  notwithstanding,  no
     payment or exercise of Stock Appreciation  Rights by a participant  subject
     to the Exchange Act shall be made other than in compliance with Rule 16b-3.

     (g) Stock  Appreciation  Rights are not transferable  other than by will or
     the laws of descent and distribution,  and during a participant's  lifetime
     are exercisable only by him.

     6.5.  Performance  Units.  Awards  granted as  Performance  Units  shall be
subject to the following provisions:

     (a) The performance period for the attainment of the performance goal shall
     be a cycle of not less  than two nor more  than  five  fiscal  years of the
     Corporation,  as determined by the  Committee.  The Committee may establish
     more than one cycle for any particular Performance Unit.

     (b) The Committee shall establish a dollar value for each Performance Unit,
     the  principal and minimum  performance  goals to be attained in respect of
     the Performance Unit, the various percentages of the Performance Unit value
     to be paid out upon the attainment, in whole or in part, of the performance
     goals and such other Performance Unit terms, conditions and restrictions as
     the  Committee  deems  appropriate.  The  business  criteria  used  by  the
     Committee in establishing  such performance  goals shall include (i) return
     on  equity,  (ii)  operating  income,  (iii)  earnings  and (iv)  return on
     invested  capital,  and any such  performance  goals may be modified by the
     Committee  during the course of a  performance  cycle to take into  account
     changes in conditions  that occur.  Notwithstanding  the foregoing,  in the
     case of a  Performance  Unit  granted to a Covered  Employee,  no  business
     criteria other than those enumerated herein may be used in establishing the
     performance  goal for such  Performance  Unit, and no such performance goal
     may be modified by the Committee  during the course of a performance  cycle
     except  in  accordance  with  Section  162(m)  of  the  Code.  As  soon  as
     practicable after the termination of the performance  period, the Committee
     shall  determine what, if any,  payment is due on the  Performance  Unit in
     accordance with the terms thereof.

     (c) In the event of a participant's  Retirement  prior to the expiration of
     the performance


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     cycle established for any Performance Units he may have been awarded,  such
     units  shall,  to the extent that they are not fully  vested at the time of
     Retirement,  thereupon  become fully vested and be payable on expiration of
     the  performance  cycle;  provided,  however,  that the  percentage  of the
     Performance  Unit to be paid  out upon the  attainment  of the  performance
     goals  shall be reduced  by  multiplying  that  amount by a  fraction,  the
     numerator  of which is the number of months  remaining  in the  performance
     cycle  following the date of Retirement and the denominator of which is the
     total  number  of  months  in the  performance  cycle.  If a  participant's
     employment with the Corporation  and its  Subsidiaries  shall be terminated
     for any other  reason  prior to the  expiration  of the  performance  cycle
     established for any Performance Units he has been awarded, such units shall
     be canceled automatically unless the Committee, in its sole discretion, and
     subject to limitations as it may deem advisable, determines to make full or
     partial payment with respect to such Performance Units, whether at the time
     of termination,  at the expiration of the  performance  cycle or otherwise.
     Without  limiting the generality of the foregoing,  any unpaid portion of a
     Performance  Unit otherwise  payable to a terminated  participant  shall be
     forfeited if such participant at any time engages in Detrimental  Activity.
     Notwithstanding the foregoing,  in the case of Performance Units granted to
     Covered Employees, this paragraph 6.5(c) shall not be given effect if, as a
     result thereof,  such Performance Units shall lose the protection  afforded
     by Section 162(m) of the Code.

     (d) Payment of  Performance  Units shall be made, at the  discretion of the
     Committee,  either  in  cash  in the  amount  of the  dollar  value  of the
     Performance  Units  awarded or in Common Stock having a Market Value at the
     time such award is paid equal to such dollar  amount.  Payments made in the
     form of Common Stock shall be charged  against the maximum  limitations for
     shares of Common Stock provided in paragraph 5.1.

     (e)  Performance  Units are not  transferable  other than by will or by the
     laws of  descent  and  distribution  and  during a  participant's  lifetime
     payments in respect thereof shall be made only to the participant.

     6.6. Limited Stock Appreciation Rights.

     Awards granted as Limited Stock Appreciation Rights shall be subject to the
following provisions:

     (a) A Limited  Stock  Appreciation  Right may be granted only in connection
     with a Related Option, either at the time of the grant of such Option or at
     any time thereafter during the term of such Option.

     (b)  Unless  otherwise  determined  by  the  Committee,   a  Limited  Stock
     Appreciation Right may be exercised only during the period (i) beginning on
     the  first  day  following  a Change  of  Control  and (ii)  ending  on the
     thirtieth day (or such other date specified by the Committee at the time of
     grant of the Limited Stock  Appreciation  Right)  following such date (such
     period herein referred to as the "Limited Rights  Exercise  Period").  Each
     Limited Stock  Appreciation  Right shall be exercisable  during the Limited
     Rights  Exercise  Period  only to the  extent  the  Related  Option is then
     exercisable,  and in no event  after  termination  of the  Related  Option.
     Limited  Stock  Appreciation   Rights  granted  under  the  Plan  shall  be
     exercisable  in whole or in part in the manner  provided  for  exercise  of
     Stock Appreciation Rights pursuant to paragraph 6.4.

     (c) Upon the  exercise of Limited  Stock  Appreciation  Rights,  the holder
     shall  receive in cash an amount equal to the excess of the Market Value on
     the date of exercise of each


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<PAGE>

     share of Common Stock with respect to which such Limited Stock Appreciation
     Rights  shall  have been  exercised  over the  exercise  price per share of
     Common Stock  subject to the Related  Option,  multiplied  by the number of
     shares of Common Stock in respect of which the Limited  Stock  Appreciation
     Rights are exercised.

     (d)  To  the  extent  that  Limited  Stock  Appreciation  Rights  shall  be
     exercised,  the Related  Option shall be deemed to have been  exercised for
     the purpose of the maximum limitation set forth in paragraph 5.1.

     (e) For purposes of this Section 6.6, a "Change in Control" shall be deemed
     to have occurred if:

          (i) the  stockholders of the  Corporation  shall have approved (A) any
     consolidation  or merger of the Corporation in which the Corporation is not
     the  continuing  or  surviving  corporation  or pursuant to which shares of
     Common Stock would be converted  into cash,  securities or other  property,
     other than a merger of the Corporation in which the holders of Common Stock
     immediately  prior to the merger have the same  proportionate  ownership of
     common stock of the surviving corporation  immediately after the merger, or
     (B) any sale,  lease,  exchange or other transfer (in one  transaction or a
     series of related transactions) of all, or substantially all, of the assets
     of the  Corporation,  or (C) the  adoption of any plan or proposal  for the
     liquidation or dissolution of the Corporation;

          (ii) any  person (as such term is defined  in  Sections  13(d)(3)  and
     14(d)(2) of the Exchange Act),  corporation or other entity (other than the
     Corporation or any employee  benefit plan  sponsored by the  Corporation or
     any  Subsidiary)  (A) shall have  purchased any Common Stock (or securities
     convertible  into the  Common  Stock)  for cash,  securities,  or any other
     consideration  pursuant to a tender offer, without the prior consent of the
     Board of  Directors,  or (B) shall have become the  "beneficial  owner" (as
     such term is defined in Rule 13d-3  under the  Exchange  Act),  directly or
     indirectly,  of securities of the Corporation  representing fifteen percent
     (15%) or more of the issued and outstanding Common Stock; or

          (iii)  individuals  who  on  the  date  of the  adoption  of the  Plan
     constituted the entire Board shall have ceased for any reason to constitute
     a majority  unless the  election,  or the  nomination  for  election by the
     Corporation's stockholders,  of each new director was approved by a vote of
     at least a majority of the directors then still in office.

     7. Limit on Awards.

     7.1.  Notwithstanding  any provision contained herein, the aggregate Market
Value of the  shares of Common  Stock  with  respect  to which  Incentive  Stock
Options are first  exercisable  by any employee  during any calendar year (under
all stock option plans of the employee's  employer  corporation and its "parent"
and  "subsidiary"  corporation  within the  meaning of Section  424 of the Code)
shall not exceed $100,000.

     7.2.  Notwithstanding any provision contained herein, no participant may be
granted  under the Plan,  during any Year,  Options or other Awards  relating to
more than 175,000  shares of Common  Stock,  subject to adjustment in accordance
with Section 8 hereof.  With respect to an Award that may be settled in cash, no
participant may be paid in respect of any fiscal year an amount that exceeds the
greater of the Market Value of the number of shares of Common Stock set forth in
the preceding  sentence at the date of grant or at the date of settlement of the
Award,  provided  that this  limitation is separate from and not affected by the
number of Awards  granted  during such fiscal year subject to the  limitation in
the preceding sentence.

     8. Adjustments.


                                      A-9

<PAGE>

     In the event that the Committee  shall determine that any dividend or other
distribution  (whether  in the form of cash,  shares  of  Common  Stock or other
property),  recapitalization,  forward or reverse split, reorganization, merger,
consolidation,  spin-off,  combination,  repurchase or share exchange,  or other
similar corporate  transaction or event, affects the shares of Common Stock such
that an adjustment is appropriate in order to prevent dilution or enlargement of
the rights of  participants  under the Plan,  then the Committee  shall, in such
manner as it may deem equitable, adjust any or all of (i) the number and kind of
shares which may  thereafter  be delivered in connection  with Awards,  (ii) the
number and kind of shares that may be  delivered  or  deliverable  in respect of
outstanding Awards,  (iii) the number of shares with respect to which Awards may
be granted to a given  participant and (iv) the exercise price,  grant price, or
purchase price relating to any Award or, if deemed  appropriate,  make provision
for a cash payment with respect to any  outstanding  Award;  provided,  however,
that,  with respect to Incentive  Stock  Options,  no such  adjustment  shall be
authorized  to the extent  that such  authority  would cause the Plan to violate
Section  422(b)(1) of the Code or previously  issued  Incentive Stock Options to
lose  their  status as such and,  with  respect  to Awards  granted  to  Covered
Employees,  no such  adjustment  shall be  authorized  to the  extent  that such
adjustment  would cause such Award to lose the benefits of Section 162(m) of the
Code.

     9. General Provisions.

     9.1. Compliance With Legal and Exchange Requirements. The Corporation shall
not be  obligated  to  deliver  shares  of Common  Stock  upon the  exercise  or
settlement  of any  Award  or take  other  actions  under  the  Plan  until  the
Corporation shall have determined that applicable  federal and state laws, rules
and regulations  have been complied with and such approvals of any regulatory or
governmental agency have been obtained and contractual  obligations to which the
Award may be subject have been satisfied.  The  Corporation,  in its discretion,
may  postpone the issuance or delivery of shares of Common Stock under any Award
until completion of such listing or registration or qualification of such shares
or other  required  action under any federal or state law, rule or regulation as
the  Corporation  may consider  appropriate,  and may require any participant to
make such  representations  and  furnish  such  information  as it may  consider
appropriate  in  connection  with the  issuance or delivery of shares  under the
Plan.

     9.2.  Awards  Granted  to  Foreign   Participants.   Awards  granted  to  a
participant who is subject to the laws of a country other than the United States
of America may contain terms and conditions  inconsistent with the provisions of
the Plan (except  those  necessary  to retain the benefits of Section  162(m) or
Section 422 of the Code), or may be granted under such  supplemental  documents,
as required under such laws.

     9.3.  No Right to  Continued  Employment.  Neither  the Plan nor any action
taken  hereunder  shall be  construed  as creating  any  contract of  employment
between the Corporation or any of its Subsidiaries and any employee or otherwise
giving any employee the right to be retained in the employ of the Corporation or
any of its Subsidiaries, nor shall it interfere in any way with the right of the
Corporation or any of its Subsidiaries to terminate any employee's employment at
any time.

     9.4.  Withholding  Taxes.  In the event that the  Corporation or any of its
Subsidiaries shall be required to withhold any amounts by reason of any federal,
state,  or local  tax law,  rule or  regulation  by  reason  of the  grant to or
exercise by a participant of any Award, the participant  shall make available to
the Corporation or its Subsidiaries, promptly when required, sufficient funds to
meet the Corporation's or Subsidiary's requirement of such withholding,  and the
Corporation  shall be  entitled  to take such  steps as the  Committee  may deem
advisable  in order to have  such  funds  available  to the  Corporation  or its
Subsidiary at the required time or times. This Committee authority shall include
authority  to deduct and  withhold  such  required  amounts  from any other cash
payment or payments to be made by the Corporation or its Subsidiaries (including
from  payroll) to such  participant  or to withhold or receive  shares of Common
Stock  or  other  property,  on a  mandatory  basis  or at the  election  of the
participant,  and to make cash payments in respect  thereof in satisfaction of a
participant's  tax  obligations   (which  may  include   mandatory   withholding
obligations  and  obligations  of the  participant  in excess of such  mandatory
obligations relating to an Award).

     9.5. Changes to the Plan and Awards. The Board may amend,  alter,  suspend,
discontinue or



                                      A-10
<PAGE>

terminate the Plan or the  Committee's  authority to grant Awards under the Plan
without the consent of stockholders or participants, except that any such action
shall be  subject  to the  approval  of the  Corporation's  stockholders  if the
Committee  determines  that such  approval  would be  necessary  to  retain  the
benefits of Rule 16b-3 (with respect to participants  who are subject to Section
16 of the Exchange  Act),  Section  162(m) of the Code (with  respect to Covered
Employees) or Section 422 of the Code (with respect to Incentive  Stock Options)
or if such  stockholder  approval  is  required  by any  federal or state law or
regulation or the rules of any stock exchange or automated  quotation  system on
which the Common Stock may then be listed or quoted or if the Board of Directors
otherwise  determines  to  submit  any  such  action  to  stockholder  approval;
provided,  however,  that,  without the consent of an affected  participant,  no
amendment,  alteration,  suspension,  discontinuation or termination of the Plan
may materially impair the rights of such participant under any Award theretofore
granted to him. The  Committee  may waive any  conditions  or rights  under,  or
amend, alter, suspend,  discontinue or terminate,  any Award theretofore granted
and any Award agreement relating thereto;  provided,  however, that, without the
consent of an affected participant, no such amendment,  alteration,  suspension,
discontinuation  or termination of any Award may materially impair the rights of
such participant under such Award.

     9.6. No Rights to Awards; No Stockholder  Rights.  Nothing contained in the
Plan shall be deemed to give any person eligible to receive an Award  hereunder,
or any heir, distributee,  executor, administrator or personal representative of
any  such  person,  any  interest  or  title  to any  specific  property  of the
Corporation  or  any  of  its  Subsidiaries,  or any  other  right  against  the
Corporation  or any of its  Subsidiaries  other  than as set  forth in the Plan.
Neither the  establishment  of the Plan nor any other action taken now or at any
time with regard thereto shall be construed as giving any person  whatsoever any
legal or  equitable  right  against the  Corporation  unless such right shall be
specifically  provided for in the Plan. There is no obligation for uniformity of
treatment of  participants  and  employees  under the Plan.  Except as otherwise
provided in Section 6.2 with respect to Restricted  Stock, no Award shall confer
on any participant any of the rights of a stockholder of the Corporation  unless
and until shares of Common Stock are duly issued or transferred and delivered to
the participant in accordance with the terms of the Award.

     9.7.  Unfunded  Status of Awards.  The Plan is  intended to  constitute  an
"unfunded"  plan for  incentive and deferred  compensation.  With respect to any
payments not yet made to a participant  pursuant to an Award,  nothing contained
in the Plan or any Award  shall give any such  participant  any rights  that are
greater than those of a general creditor of the Corporation.

     9.8.  Nonexclusivity  of the Plan.  Neither the adoption of the Plan by the
Board nor its submission to the  stockholders  of the  Corporation  for approval
shall be  construed  as creating  any  limitations  on the power of the Board to
adopt such other incentive  arrangements  as it may deem  desirable,  including,
without limitation, the granting of stock options otherwise than under the Plan,
and such  arrangements  may be either  applicable  generally or only in specific
cases.

     9.9.  Binding Effect.  The provisions of the Plan shall be binding upon the
heirs, distributees,  executors,  administrators and personal representatives of
any person  participating under the Plan. A person claiming any rights under the
Plan as a beneficiary or otherwise through a participant shall be subject to all
of the terms and conditions of the Plan and any additional  terms and conditions
as may be imposed by the Committee.

     9.10. No Fractional  Shares.  No fractional shares of Common Stock shall be
issued or  delivered  pursuant  to the Plan or any Award.  The  Committee  shall
determine  whether cash, other Awards, or other property shall be issued or paid
in lieu of such  fractional  shares or  whether  such  fractional  shares or any
rights thereto shall be forfeited or otherwise eliminated.

     9.11. Compliance with Code Section 162(m). In the event it is determined by
the  Committee  prior to the grant of an Award to a Covered  Employee  that such
Award shall constitute  "qualified  performance-based  compensation"  within the
meaning of Code Section 162(m) of the Code, then, unless otherwise determined by
the Committee,  if any provision of the Plan or any Award agreement  relating to
such an Award granted to a Covered  Employee does not comply or is  inconsistent
with  the  requirements  of  Section  162(m)  of the  Code  or  the  regulations


                                      A-11
<PAGE>

thereunder,  such  provision  shall be construed or deemed amended to the extent
necessary to conform to such  requirements,  and no provision shall be deemed to
confer upon the Committee or any other person  discretion to increase the amount
of compensation  otherwise  payable to a Covered Employee in connection with any
such Award upon attainment of the performance  objectives to which such Award is
subject.

     9.12.  Governing Law. The Plan and all related  documents shall be governed
by, and construed in accordance  with, the laws of the State of Delaware (except
to the extent  provisions  of federal law may be  applicable).  If any provision
hereof  shall be held by a court of  competent  jurisdiction  to be invalid  and
unenforceable,  the remaining  provisions of the Plan shall continue to be fully
effective.

     9.13. Headings.  Headings are given to the sections of the Plan solely as a
convenience  to  facilitate  reference and neither such headings or numbering or
paragraphing shall be deemed in any way material or relevant to the construction
of the Plan or any provision thereof.

     9.14. Terminology. In order to shorten and improve the understandability of
the Plan  document by  eliminating  the repeated use of the phrase "his or her",
any masculine terminology herein shall also include the feminine.

     9.15. Effective Date; Plan Termination.  The Plan shall become effective as
of March 6, 1997; provided,  however,  that the Plan shall have been approved by
the affirmative votes of the holders of a majority of voting securities  present
in person or  represented  by proxy and  entitled  to vote at the June 19,  1997
annual meeting of the Corporation's stockholders, or any adjournment thereof, in
accordance with applicable  provisions of the Delaware General  Corporation Law.
Any Awards granted under the Plan prior to such approval of  stockholders  shall
not be effective unless stockholder  approval is obtained,  and, if stockholders
fail to approve the Plan as specified  hereunder,  any previously  granted Award
shall be forfeited and cancelled.  Unless earlier  terminated  under Section 9.5
hereto,  the Plan shall  terminate on and no further Awards may be granted under
the Plan after March 5, 2007.



                                      A-12