Exhibit 10.11

                                                As amended through Nov. 29, 1999


                           ACCENT COLOR SCIENCES, INC.
                            1995 STOCK INCENTIVE PLAN
                           ---------------------------

         1. Purpose.  This Plan is designed to give directors,  officers and key
employees  of the  Corporation  and other  persons an  expanded  opportunity  to
acquire  stock  in  the  Corporation  or  receive  other   long-term   incentive
remuneration  in order that they may  better  participate  in the  Corporation's
growth and be motivated to remain with the  Corporation  and promote its further
development and success.

         2. Definitions. The following terms shall have the meanings given below
unless the context otherwise requires:

              (a) "Award" or "Awards"  except  where  referring  to a particular
category  of grant  under  the  Plan  shall  include  Incentive  Stock  Options,
Non-Statutory  Stock Options,  Stock  Appreciation  Rights and Restricted  Stock
Awards.

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

              (c) "Code"  means the Internal  Revenue Code of 1986,  as amended,
and any successor Code, and related rules, regulations and interpretations.

              (d) "Committee" means the committee of the Board established under
Section 9 hereof.

              (e) "Corporation" means Accent Color Sciences, Inc.

              (f)  "Disability"  or "disabled"  means  disability or disabled as
defined by the Code.

              (g) "Eligible Person" means any person,  including a person who is
not an employee of the Corporation or a Subsidiary,  or entity who satisfies all
the eligibility requirements set forth in either Section 3(a) or 3(b) hereof.

              (h) "Fair  Market  Value" of the Stock on any given  date shall be
the  average  of the high and low  prices  of the Stock on the  NASDAQ  National
Market  on the  date of  determination,  or if there  shall be no such  reported
prices on the date of determination,  the most recent date for which such prices
are reported; provided that in the event there shall be no public market for the
Stock,  "Fair  Market  Value"  shall be as  determined  from time to time by the
Board.

              (i) "Incentive Stock Option" means a stock option qualifying under
the provisions of Section 422 of the Code.

<PAGE>

              (j) "Non-Employee  Director Participant" means an Eligible Person,
who at the time of grant of an Award is a director of the Corporation but not an
employee of the Corporation or a Subsidiary.

              (k) "Non-Statutory Option" means a stock option not qualifying for
incentive  stock option  treatment  under the  provisions  of Section 422 of the
Code.

              (l)  "Optionee"  means the holder of any option  granted under the
Plan.

              (m) "Participant"  means the holder of any Award granted under the
Plan.

              (n)  "Plan"  means the  Accent  Color  Sciences,  Inc.  1995 Stock
Incentive Plan.

              (o)  "Principal  Shareholder"  means any  individual  owning stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of capital stock of the Corporation.

              (p)  "Restricted   Stock"  means  Stock  received  pursuant  to  a
Restricted Stock Award.

              (q) "Restricted Stock Award" is defined in Section 8(a).

              (r) "Stock" or "shares"  means  shares of Class A Common  Stock of
the Corporation.

              (s) "Stock  Appreciation Right" or "Right" means a right described
in Section 7.

              (t)  "Subsidiary"  means any  corporation in which the Corporation
owns, directly or indirectly, a majority of the outstanding voting stock.

        3.  Eligibility.

              (a)  Incentive  Stock  Options.  Incentive  Stock  Options  may be
granted to any  Eligible  Persons  who are  employees  of the  Corporation  or a
Subsidiary  and who in the sole opinion of the Committee are, from time to time,
responsible  for the management  and/or growth of all or part of the business of
the Corporation.

              (b) Awards Other than Incentive Stock Options.  Awards, other than
Incentive Stock Options,  may be granted to any Eligible Persons who in the sole
opinion of the  Committee  are,  from time to time,  responsible  for the growth
and/or the management of all or a part of the business of the Corporation.

              (c) Substitute Awards. The Committee, in its discretion,  may also
grant Awards in substitution for any stock incentive awards  previously  granted
by  companies  acquired  by the  Corporation  or one of its  Subsidiaries.  Such
substitute  awards may be granted on such terms and  conditions as the Committee
deems appropriate in the



<PAGE>

circumstances,  provided, however, that substitute Incentive Stock Options shall
be granted only in accordance with the Code.

         4. Term of Plan.  The Plan shall take  effect on January  19,  1995 and
shall remain  effective for ten (10) years  thereafter,  expiring on January 18,
2005.

         5. Stock Subject to the Plan.  The aggregate  number of shares of Stock
which may be issued  pursuant  to all  Awards  granted  under the Plan shall not
exceed 4,000,000 shares of Stock,  subject to adjustment as hereinafter provided
in Section  10, and which may be  treasury  shares or  authorized  but  unissued
shares.  In the event that any Award under the Plan for any reason  expires,  is
terminated,  forfeited,  reacquired by the Corporation, or satisfied without the
issuance  of Stock  (except  in the cases of a Stock  Appreciation  Right to the
extent settled in cash) the shares allocable to the unexercised  portion of such
Award may again be made subject to an Award under the Plan.

         6. Stock Options.  The following  terms and  conditions  shall apply to
each  option  granted  under the Plan and  shall be set forth in a stock  option
agreement  between the  Corporation  and the Optionee  together  with such other
terms  and  conditions  not  inconsistent  herewith  as the  Committee  may deem
appropriate in the case of each Optionee:

              (a) Option Price.  The purchase price under each  Incentive  Stock
Option shall be as  determined  by the  Committee  but not less than 100% of the
Fair  Market  Value of the shares  subject to such  option on the date of grant,
provided  that such option price shall not be less than 110% of such Fair Market
Value  in  the  case  of any  Incentive  Stock  Option  granted  to a  Principal
Shareholder. The purchase price per share of Stock deliverable upon the exercise
of a Non-Statutory Option shall be determined by the Committee, but shall not be
less than 85% of the Fair Market Value of such Stock on the date of grant.

              (b) Type of Option.  All options  granted  under the Plan shall be
either Incentive Stock Options or Non-Statutory  Options.  All provisions of the
Plan  applicable to Incentive  Stock Options  shall be  interpreted  in a manner
consistent  with the provisions of, and  regulations  under,  Section 422 of the
Internal Revenue Code.

              (c) Period of Incentive Stock Option.  Each Incentive Stock Option
shall  have a term not in excess of ten (10)  years from the date on which it is
granted, except in the case of any Incentive Stock Option granted to a Principal
Shareholder  which  shall  have a term not in excess of five (5) years  from the
date on which it is granted; provided that any Incentive Stock Option granted or
the  unexercised  portion  thereof,  to the  extent  exercisable  at the time of
termination of employment,  shall  terminate at the close of business on the day
three (3) months  following the date on which the Optionee ceases to be employed
by the  Corporation  or a Subsidiary  unless  sooner  expired or unless a longer
period is  provided  under  Subsection  (g) of this  Section in the event of the
death or disability of such an Optionee.

              (d) Period of  Non-Statutory  Option.  Each  Non-Statutory  Option
granted under the Plan shall have a term not in excess of ten (10) years and one
(1) day from the date on which it is granted;  provided  that any  Non-Statutory
Option  granted  to an  employee  of the  Corporation  or a  Subsidiary  or to a
Non-Employee Director


<PAGE>

Participant,  or the unexercised  portion thereof shall terminate not later than
the close of  business on the day three (3) months  following  the date on which
such employee  ceases to be employed by the  Corporation  or a Subsidiary or the
date  on  which  such  Non-Employee  Director  ceases  to be a  director  of the
Corporation,  as the case  may be,  unless a longer  period  is  provided  under
Subsection  (g) of this Section in the event of the death or  disability of such
an Optionee. Such an Optionee's Non-Statutory Option shall be exercisable, if at
all,  during such three (3) month period only to the extent  exercisable  on the
date such  Optionee's  employment  terminates or the date on which such Optionee
ceases to be a director, as the case may be.

              (e) Exercise of Option.

                           (i) Each option  granted  under the Plan shall become
         exercisable  on such date or dates and in such amount or amounts as the
         Committee shall determine. In the absence of any other provision by the
         Committee, each option granted under the Plan shall be exercisable with
         respect to not more than one-third (1/3) of such shares subject thereto
         after the  expiration of one (1) year  following the date of its grant,
         and shall be  exercisable as to an additional  one-third  (1/3) of such
         shares after the expiration of each of the succeeding two (2) years, on
         a cumulative  basis, so that such option,  or any  unexercised  portion
         thereof,  shall be fully  exercisable after a period of three (3) years
         following the date of its grant.

                           (ii) The Committee, in its sole discretion, may, from
         time to time and at any time,  accelerate the vesting provisions of any
         outstanding option, subject, in the case of Incentive Stock Options, to
         the  provisions  of Subsection  (6)(i)  relating to "Limit on Incentive
         Options".

                           (iii)   Notwithstanding   anything   herein   to  the
         contrary,  except as provided in  subsection  (g) of this  Section,  no
         Optionee who was, at the time of the grant of an option, an employee of
         the  Corporation or a Subsidiary,  may exercise such option or any part
         thereof unless at the time of such exercise he shall be employed by the
         Corporation   or  a   Subsidiary   and  shall  have  been  so  employed
         continuously  since the date of grant of such option,  excepting leaves
         of  absence  approved  by  the  Committee;  provided  that  the  option
         agreement may provide that such an Optionee may exercise his option, to
         the extent  exercisable on the date of  termination of such  continuous
         employment,  during the three (3) month period,  ending at the close of
         business on the day three (3) months  following the termination of such
         continuous  employment unless such option shall have already expired by
         its term.

                           (iv) An option shall be exercised in accordance  with
         the  related  stock  option  agreement  by  serving  written  notice of
         exercise on the Corporation accompanied by full payment of the purchase
         price in cash. As determined by the Committee,  in its  discretion,  at
         (or,  in the case of  Non-Statutory  Options,  at or after) the time of
         grant,  payment in full or in part may also be made by  delivery of (i)
         irrevocable  instructions  to a  broker  to  deliver  promptly  to  the
         Corporation  the amount of sale or loan  proceeds  to pay the  exercise
         price,  or (ii)  previously  owned  shares of Stock not then subject to
         restrictions  under any Corporation  plan (but which may include shares
         the disposition of which  constitutes a  disqualifying  disposition for
         purposes of obtaining  incentive stock option treatment for federal



<PAGE>

         tax purposes).  For purposes of subsection (ii) above, such surrendered
         shares shall be valued at Fair Market Value on the date of exercise.

              (f) Nontransferability.  No option granted under the Plan shall be
transferable  by the Optionee  otherwise  than by will or by the laws of descent
and  distribution,  and such option shall be  exercisable,  during his lifetime,
only by him.

              (g) Death or Disability of Optionee.  In the event of the death or
disability of an Optionee while in the employ of the Corporation or a Subsidiary
or while  serving  as a director  of the  Corporation,  his stock  option or the
unexercised  portion thereof may be exercised  within the period of one (1) year
succeeding  his death or  disability,  but in no event  later  than (i) ten (10)
years (five (5) years in the case of a Principal  Shareholder) from the date the
option was granted in the case of an Incentive  Stock Option,  and (ii) ten (10)
years and one (1) day in the case of a  Non-Statutory  Option,  by the person or
persons  designated in the Optionee's will for that purpose or in the absence of
any such designation, by the legal representative of his estate, or by the legal
representative  of the Optionee,  as the case may be.  Notwithstanding  anything
herein to the  contrary  and in the  absence of any  contrary  provision  by the
Committee,  during the one-year  period  following  termination of employment or
cessation as a director by reason of death or  disability,  an Optionee's  stock
option  shall  continue to vest in  accordance  with its terms and be and become
exercisable as if employment or service as a director had not ceased.

              (h)  Shareholder  Rights.  No  Optionee  shall be  entitled to any
rights as a shareholder  with respect to any shares  subject to his option prior
to the date of issuance to him of a stock certificate representing such shares.

              (i) Limit on Incentive  Stock  Options.  The aggregate Fair Market
Value  (determined  at the time an option is granted) of shares with  respect to
which  Incentive  Stock Options  granted to an employee are  exercisable for the
first time by such employee  during any calendar year (under all incentive stock
option plans of the  Corporation  and its  Subsidiaries  to the extent  required
under the Code) shall not exceed $100,000.

              (j)  Notification  of  Disqualifying   Disposition.   Participants
granted  Incentive Stock Options shall undertake,  in the Incentive Stock Option
agreements, as a precondition to the granting of such option by the Corporation,
to promptly notify the  Corporation in the event of a disqualifying  disposition
(within  the  meaning  of the  Code) of any  shares  acquired  pursuant  to such
Incentive Stock Option  agreement and provide the Corporation  with all relevant
information related thereto.

        7. Stock Appreciation Rights; Discretionary Payments.

              (a) Nature of Stock Appreciation Right. A Stock Appreciation Right
is an Award  entitling the Participant to receive an amount in cash or shares of
Stock (or forms of payment permitted under Section 7(d) hereof) or a combination
thereof,  as determined  by the  Committee at the time of grant,  having a value
equal to (or if the  Committee  shall so determine at time of grant,  less than)
the excess of the Fair Market  Value of a share of Stock on the date of exercise
over the Fair Market Value of a share of Stock on the date of grant (or over the
option  exercise price,  if the Stock  Appreciation


<PAGE>

Right was granted in tandem  with a stock  option)  multiplied  by the number of
shares  with  respect  to which the Stock  Appreciation  Right  shall  have been
exercised.


<PAGE>



              (b) Grant and Exercise of Stock Appreciation Rights.

                           (i)  Stock  Appreciation  Rights  may be  granted  in
         tandem with, or  independently  of, any stock option  granted under the
         Plan. In the case of a Stock  Appreciation Right granted in tandem with
         a  Non-Statutory  Option,  such Right may be granted either at or after
         the time of grant of such option.  In the case of a Stock  Appreciation
         Right  granted in tandem with an Incentive  Stock Option such Right may
         be  granted  only at the  time of the  grant  of such  option.  A Stock
         Appreciation Right or applicable portion thereof granted in tandem with
         a given stock option shall terminate and no longer be exercisable  upon
         the termination or exercise of the related stock option,  except that a
         Stock  Appreciation  Right  granted  with respect to less than the full
         number of shares covered by a related stock option shall not be reduced
         until the exercise or  termination  of the related stock option exceeds
         the number of shares not covered by the Stock Appreciation Right.

                           (ii) Each Stock  Appreciation Right granted under the
         Plan shall become  exercisable on such date or dates and in such amount
         or amounts as the Committee shall determine;  provided,  however,  that
         any Stock  Appreciation  Right  granted in tandem  with a stock  option
         shall be exercisable  in relative  proportion to and to the extent that
         such related stock option is exercisable;  provided  further,  however,
         that,  notwithstanding  anything  herein  to the  contrary,  any  Stock
         Appreciation Right granted in tandem with a Non-Statutory  Option which
         has a  purchase  price at the date of grant of less  than  Fair  Market
         Value shall not be exercisable at all until at least one (1) year after
         the date of grant of such option. Except as provided in the immediately
         preceding  sentence,  in the  absence  of any  other  provision  by the
         Committee,  each Stock  Appreciation Right granted under the Plan shall
         be  exercisable  with respect to not more than twenty  percent (20%) of
         such  shares  subject  thereto  after  the  expiration  of one (1) year
         following  the date of its  grant,  and shall be  exercisable  as to an
         additional  twenty percent (20%) of such shares after the expiration of
         each of the succeeding four (4) years,  on a cumulative  basis, so that
         such  Right,  or  any  unexercised  portion  thereof,  shall  be  fully
         exercisable  after a period of five (5) years following the date of its
         grant. The Committee,  in its sole  discretion,  may, from time to time
         and at any time,  accelerate the vesting  provisions of any outstanding
         Stock Appreciation Right.

                           (iii)   Notwithstanding   anything   herein   to  the
         contrary,  except as provided in subsections (c)(v) and (c)(vi) of this
         Section,  no  Participant  who was, at the time of the grant of a Stock
         Appreciation Right, an employee of the Corporation or a Subsidiary, may
         exercise  such  Right or any part  thereof  unless  at the time of such
         exercise,  he shall be employed by the  Corporation or a Subsidiary and
         shall  have been so  employed  continuously  since the date of grant of
         such Right,  excepting  leaves of absence  approved  by the  Committee;
         provided that the Stock  Appreciation  Right agreement may provide that
         such a Participant  may exercise his Stock  Appreciation  Right, to the
         extent  exercisable  on the  date of  termination  of  such  continuous
         employment,  during the three (3) month  period  ending at the close of
         business on the day three (3) months  following  the  cessation of such
         continuous employment,  unless such Right shall have already expired by
         its terms.

<PAGE>

                           (iv) Notwithstanding anything herein to the contrary,
         except as provided in  subsections  (c)(v) and (c)(vi) of this Section,
         no Non-Employee  Director Participant may exercise a Stock Appreciation
         Right or part thereof unless at the time of such exercise he shall be a
         director  of the  Corporation  and shall  have been a  director  of the
         Corporation  continuously  since  the  date  of  grant  of  such  Right
         excepting  leaves of absence  approved by the Committee;  provided that
         the  Stock   Appreciation   Right   agreement  may  provide  that  such
         Participant  may exercise his Stock  Appreciation  Right, to the extent
         exercisable on the date he ceased to be a director of the  Corporation,
         during the three (3) month  period  ending at the close of  business on
         the day three (3) months  following  the  cessation of such  continuous
         service as a director  unless such Right shall  already have expired by
         its terms.

                           (v) A Stock  Appreciation Right shall be exercised in
         accordance  with the related  Stock  Appreciation  Right  Agreement  by
         serving written notice of exercise on the Corporation.

              (c) Terms  and  Conditions  of Stock  Appreciation  Rights.  Stock
Appreciation  Rights shall be subject to such terms and  conditions  as shall be
determined from time to time by the Committee, subject to the following:

                           (i) Stock Appreciation  Rights granted in tandem with
         stock  options shall be  exercisable  only at such time or times and to
         the extent that the related stock options shall be exercisable;

                           (ii) Upon the exercise of a Stock Appreciation Right,
         the   applicable   portion  of  any  related   stock  option  shall  be
         surrendered.

                           (iii)  Stock  Appreciation  Rights  granted in tandem
         with a stock option shall be transferable only with such option.  Stock
         Appreciation Rights shall not be transferable otherwise than by will or
         the laws of descent and  distribution.  All Stock  Appreciation  Rights
         shall be  exercisable  during the  Participant's  lifetime  only by the
         Participant or the Participant's legal representative.

                           (iv) A Stock  Appreciation  Right  granted  in tandem
         with a stock  option may be  exercised  only when the then Fair  Market
         Value of the Stock  subject to the stock  option  exceeds the  exercise
         price of such option. A Stock  Appreciation Right not granted in tandem
         with a stock  option may be  exercised  only when the then Fair  Market
         Value of the Stock  exceeds the Fair  Market  Value of the Stock on the
         date of grant of such Right.

                           (v) Each Stock  Appreciation  Right shall have a term
         not in excess of ten (10)  years  from the date on which it is  granted
         (ten  (10)  years  and one (1) day in the case of a Stock  Appreciation
         Right granted in tandem with a Non-Statutory Option); provided that any
         Stock Appreciation Right granted to (aa) an employee of the Corporation
         or a Subsidiary shall terminate not later than the close of business on
         the day three (3) months following the date such Participant  ceases to
         be employed by the  Corporation  or a Subsidiary,  excepting  leaves of
         absences  approved by the Committee,  and (bb) a Non-Employee  Director
         Participant shall terminate not later than the close of business on the
         day


<PAGE>

         three (3) months  following  the date such  Participant  ceases to be a
         director of the  Corporation,  unless a longer period is provided under
         subsection  (c)(vi)  below in the  event of  death or  disability  of a
         Participant.  Such a Participant's  Stock  Appreciation  Right shall be
         exercisable,  if at all, during such three (3) month period only to the
         extent exercisable on the date his employment terminates or the date he
         ceases to be a director, as the case may be.

                           (vi) In the  event of the  death or  disability  of a
         Participant  while in the employ of the  Corporation or a Subsidiary or
         while serving as a director of the Corporation,  his Stock Appreciation
         Right or the unexercised  portion  thereof may be exercised  within the
         period of one (1) year  succeeding his death or  disability,  but in no
         event  later  than  (i) ten  (10)  years  from the date on which it was
         granted (ten (10) years and one (1) day in the case of a  Non-Statutory
         Option),  by the person or persons designated in the Participant's will
         for that  purpose  or in the  absence of any such  designation,  by the
         legal  representative of his estate, or by the legal  representative of
         the Participant, as the case may be. Notwithstanding anything herein to
         the  contrary  and in the  absence  of any  contrary  provision  by the
         Committee,   during  the  one-year  period  following   termination  of
         employment or cessation as a director by reason of death or disability,
         a  Participant's  Stock  Appreciation  Right shall  continue to vest in
         accordance  with  its  terms  and  be  and  become  exercisable  as  if
         employment or service as a director had not ceased.

              (d)  Discretionary  Payments.  Upon  the  written  request  of  an
Optionee whose stock option is not  accompanied by a Stock  Appreciation  Right,
the  Committee  may,  in its  discretion,  cancel such option if the Fair Market
Value of the shares  subject  to the option at the  exercise  date  exceeds  the
exercise price thereof; in that event, the Corporation shall pay to the Optionee
an amount  equal to the  difference  between the Fair Market Value of the shares
subject  to the  cancelled  option  (determined  as of the  date the  option  is
cancelled)  and the exercise  price.  Such payment shall be by check or in Stock
having a Fair Market  Value  (determined  on the date the payment is to be made)
equal to the amount of such payments or any combination  thereof,  as determined
by the Committee.

        8. Restricted Stock.

              (a) Nature of Restricted  Stock Award. A Restricted Stock Award is
an Award entitling the  Participant to receive shares of Stock,  subject to such
conditions,  including a Corporation  right during a specified period or periods
to require  forfeiture  of such shares  upon the  Participant's  termination  of
employment  with the  Corporation  or a Subsidiary or cessation as a director of
the Corporation,  as the case may be, as the Committee may determine at the time
of grant. The Committee,  in its sole discretion,  may, from time to time and at
any time,  waive any or all  restrictions  and/or  conditions  contained  in the
Restricted  Stock  Award  agreement.  Notwithstanding  anything  herein  to  the
contrary, the Committee,  in its discretion,  may grant Restricted Stock without
any restrictions or conditions whatsoever.  Restricted Stock shall be granted in
respect of past services or other valid consideration.

              (b) Award  Agreement.  A  Participant  who is granted a Restricted
Stock  Award  shall  have no  rights  with  respect  to such  Award  unless  the
Participant  shall


<PAGE>

have  accepted the Award  within 60 days (or such shorter date as the  Committee
may  specify)  following  the Award  date by  executing  and  delivering  to the
Corporation  a Restricted  Stock Award  Agreement in such form as the  Committee
shall determine.

              (c) Rights as a  Shareholder.  Upon  complying  with paragraph (b)
above, a Participant  shall have all the rights of a shareholder with respect to
the  Restricted  Stock  including   voting  and  dividend  rights,   subject  to
nontransferability and Corporation forfeiture rights described in this Section 8
and subject to any other conditions contained in the Award agreement. Unless the
Committee  shall  otherwise   determine,   certificates   evidencing  shares  of
Restricted  Stock shall remain in the possession of the  Corporation  until such
shares  are free of any  restrictions  under  the  Plan.  The  Committee  in its
discretion  may, as a precondition  of the  Corporation's  obligation to issue a
Restricted  Stock  Award,  require the  Participant  to execute a stock power or
powers or other  agreement or  instruments  necessary or advisable in connection
with the Corporation's forfeiture rights with respect to such shares.

              (d)  Restrictions.  Shares  of  Restricted  Stock may not be sold,
assigned,   transferred  or  otherwise  disposed  of  or  pledged  or  otherwise
encumbered.  In the event of termination of employment of the  Participant  with
the  Corporation or a Subsidiary  for any reason,  or cessation as a director of
the Corporation in the case of a Non-Employee Director Participant,  such shares
shall be forfeited to the Corporation, except as set forth below:

                           (i) The  Committee at the time of grant shall specify
         the  date  or  dates  (which  may  depend  upon  or be  related  to the
         attainment  of  performance  goals and other  conditions)  on which the
         nontransferability  of  the  Restricted  Stock  and  the  Corporation's
         forfeiture  rights with respect  thereto shall lapse.  The Committee at
         any time may  accelerate  such  date or dates and  otherwise  waive or,
         subject to Section 12(b), amend any conditions of the Award.

                           (ii) Except as may otherwise be provided in the Award
         agreement,  in the  event  of  termination  of a  Participant  with the
         Corporation  or a Subsidiary  for any reason or cessation as a director
         of the Corporation for any reason, all of the Participant's  Restricted
         Stock shall be forfeited to the  Corporation  without the  necessity of
         any  further  act  by  the   Corporation,   the   Participant   or  the
         Participant's  legal  representative;  provided,  however,  that in the
         event of  termination  of  employment  or  cessation  of  service  as a
         director  of the  Corporation  by  reason of death or  disability,  all
         conditions and  restrictions  relating to a Restricted Stock Award held
         by such a Participant shall thereupon be waived and shall lapse.

                           (iii) In the  absence of any other  provision  by the
         Committee,  each  Restricted  Stock Award granted to (A) an employee of
         the  Corporation or a Subsidiary  shall be subject to forfeiture to the
         Corporation  conditioned on the Participant's  continued employment and
         (B) Non-Employee  Director  Participants shall be subject to forfeiture
         to the Corporation  conditioned on the Participant's  continued service
         as a director of the Corporation, and in the case of clause (A) or (B),
         such forfeiture  rights shall lapse as follows:  with respect to twenty
         percent (20%) of the shares  subject to the  Restricted  Stock Award on
         the date one year  following the date of grant,  and with respect to an
         additional  twenty percent (20%)


<PAGE>

         of such shares after the expiration of each of the succeeding  four (4)
         years thereafter,  on a cumulative basis, so that such Restricted Stock
         shall be free of such  risk of  forfeiture  on the date  five (5) years
         following the date of its grant.

              (e) Waiver,  Deferral, and Investment of Dividends. The Restricted
Stock Award  agreement  may  require or permit the  immediate  payment,  waiver,
deferral or investment of dividends paid with respect to the Restricted Stock.

        9. The Committee.

              (a) Administration. The Committee shall be a committee of not less
than three (3) members of the Board.  Vacancies  occurring in  membership of the
Committee shall be filled by the Board.  The Committee shall keep minutes of its
meetings.  One or more members of the Committee may  participate in a meeting of
the  Committee  by means  of  conference  telephone  or  similar  communications
equipment  provided  all  persons  participating  in the  meeting  can  hear one
another. Two members of the Committee shall constitute a quorum, and the acts of
two or more  members  present at or so  participating  in any meeting at which a
quorum is constituted shall be the acts of the Committee.  The Committee may act
without meeting by unanimous  written consent.  At any time when the Board shall
not have  designated a committee to  administer  the Plan,  the full Board shall
constitute the Committee.

              (b) Authority of Committee. Subject to the provisions of the Plan,
the  Committee  shall have full and final  authority to determine the persons to
whom Awards shall be granted,  the number of shares to be subject to each Award,
the term of the Award, the vesting provisions of the Award, if any, restrictions
on the Award,  if any, and the price at which the shares subject  thereto may be
purchased.  The Committee is empowered, in its discretion,  to modify, extend or
renew any Award  theretofore  granted and adopt such rules and  regulations  and
take  such  other  action  as  it  shall  deem   necessary  or  proper  for  the
administration of the Plan. The Committee shall have full power and authority to
construe,  interpret and administer the Plan, and the decisions of the Committee
shall be final and binding upon all interested parties.

         10. Adjustments.  Any limitations,  restrictions or other provisions of
this Plan to the contrary notwithstanding,  each Award agreement shall make such
provision,  if any, as the Committee may deem  appropriate for the adjustment of
the terms and  provisions  thereof  (including,  without  limitation,  terms and
provisions  relating  to the  exercise  price and the number and class of shares
subject to the Award) in the event of any merger, consolidation, reorganization,
recapitalization,  stock dividend, divisive reorganization,  issuance of rights,
combination or split-up or exchange of shares,  or the like. In the event of any
merger consolidation, reorganization, recapitalization, stock dividend, divisive
reorganization,  issuance  of rights,  combination  or  split-up  or exchange of
shares,  or the like, the Committee shall make an appropriate  adjustment in the
number of shares authorized to be issued pursuant to the Plan.

         11.  Amendment to and  Termination of the Plan. The Board may from time
to time amend the Plan in such way as it shall deem advisable provided the Board
may not extend the  expiration  date of the Plan,  change the class of  Eligible
Persons, increase the maximum Award term, decrease the minimum exercise price or
increase  the total  number of  authorized  shares  (except in  accordance  with
Section  10  hereof)  for  which  Awards


<PAGE>

may be granted. The Board, in its discretion, may at any time terminate the Plan
prior to its expiration in accordance with Section 4 hereof.  No amendment to or
termination  of  the  Plan  shall  in  any  way  adversely  affect  Awards  then
outstanding hereunder.

        12. General Provisions.

              (a) Other Compensation  Arrangements;  No Right to Receive Awards;
No Employment or Other Rights.  Nothing contained in this Plan shall prevent the
Board  from  adopting  other or  additional  capital  stock  based  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. No Eligible Person shall have any right to receive Awards except
as the Committee may  determine.  The Plan does not confer upon any employee any
right to continued  employment  with the Corporation or a Subsidiary or upon any
director  or  officer of the  Corporation  any right to  continued  service as a
director or officer of the  Corporation,  nor does it  interfere in any way with
the right of the  Corporation or a Subsidiary to terminate the employment of any
of its employees or for the  Corporation to remove a director or officer with or
without cause at any time.

              (b) Status of Plan.  Until shares pursuant to an Award or exercise
thereof are actually  delivered to a  Participant,  a Participant  shall have no
rights  to or with  respect  to such  shares  greater  than  those of a  general
creditor of the  Corporation  unless the  Committee  shall  otherwise  expressly
determine in connection with any Award or Awards.

              (c) Tax  Withholding,  Etc. Any  obligation of the  Corporation to
issue shares pursuant to the grant or exercise of any Award shall be conditioned
on the  Participant  having paid or made provision for payment of all applicable
tax  withholding  obligations,  if  any,  satisfactory  to  the  Committee.  The
Corporation and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.

              (d)  Restrictions  on Transfers of Shares.  The Corporation is not
required  to cause  all  shares  acquired  or  received  by  Participants  to be
registered under the Securities Act of 1933 or the Securities Act of 1934 or the
securities laws of any State.  Accordingly,  the shares acquired or received may
be "restricted  securities" as defined in Rule 144 under said  Securities Act of
1933 or other rule or regulation of the Securities and Exchange Commission.  Any
certificate  evidencing  any  such  shares  may bear a  legend  restricting  the
transfer of such shares,  and the  recipient  may be required to assert that the
shares  are  being  acquired  for his  own  account  and not  with a view to the
distribution thereof as a condition to the granting or exercise of an Award.

              (e) Issuance of Shares. Any obligation of the Corporation to issue
shares  pursuant to the grant or exercise of any Award shall be  conditioned  on
the Corporation's  ability at nominal expense to issue such shares in compliance
with  all  applicable  statutes,   rules  or  regulations  of  any  governmental
authority.  The Participant shall provide the Corporation with any assurances or
agreements which the Committee, in its sole discretion,  shall deem necessary or
advisable  in order that the  issuance of such shares shall comply with any such
statutes, rules or regulations.

<PAGE>

              (f) Date of Grant.  The date on which  each  Award  under the Plan
shall be  considered as having been granted shall be the date on which the award
is  authorized  by the  Committee,  unless  a  later  date is  specified  by the
Committee;  provided,  however,  in the case of options  intended  to qualify as
Incentive  Stock  Options,  the date of grant shall be  determined in accordance
with the Code.