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                                                                    Exhibit 10.5

                               NETPLIANCE, INC.
                             AMENDED AND RESTATED
                  1999 STOCK OPTION AND RESTRICTED STOCK PLAN

     1.   Purpose.  The Netpliance, Inc. Amended and Restated 1999 Stock
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Option and Restricted Stock Plan (the "Plan") is intended to advance the
interests of Netpliance, Inc., a Delaware corporation (the "Company"), and its
stockholders, by encouraging and enabling selected officers, directors and
employees, upon whose judgment, initiative and effort the Company is largely
dependent for the successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock. It is intended
that options which may qualify for treatment as "incentive stock options" under
Section 422 of the Internal Revenue Code of 1986, as amended, and applicable
regulations and rulings promulgated thereunder (collectively the "Code"), as
well as options which may not so qualify, may be granted under the Plan.

     2.   Definitions.
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          (a)  "Committee" means a Committee of the Board of Directors of the
     Company to whom the Board's authority has been delegated in accordance with
     Section 3 of this Plan.
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          (b)  "Common Stock" means the Company's Common Stock, $.01 par value
     per share.

          (c)  "Date of Grant" means the date on which an Option or Restricted
     Stock is granted under the Plan, which will be the date the Committee
     authorizes the Option or Restricted Stock unless the Committee specifies
     another date as the date the grant is to be effective.

          (d)  "Date of Exercise" means the date on which an Option is validly
     exercised pursuant to the Plan.

          (e)  "Disability" means any medically determinable physical or mental
     impairment that, in the opinion of the Committee, based upon medical
     reports and other evidence satisfactory to the Committee, can reasonably be
     expected to prevent an Optionee from performing substantially all of the
     Optionee's customary duties of employment for a continuous period of not
     less than 12 months so as to be disabled within the meaning of Section
     22(a)(3) of the Code.

          (f)  "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (g)  "Fair Market Value" of the Company's Common Stock means the
     closing sale price (or the average of the quoted closing bid and asked
     prices if there is no closing sale price reported) on the last market
     trading day prior to the date of determination as reported by the principal
     national stock exchange on which the Common Stock is then

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     listed. If there is no reported price information for the Common Stock, the
     Fair Market Value will be determined by the Committee, in its sole
     discretion. In making such determination, the Committee may, but shall not
     be obligated to, commission and rely upon an independent appraisal of the
     Common Stock.

          (h)  "Incentive Stock Option" means an option that qualifies as an
     incentive stock option under all of the requirements of the Code.

          (i)  "Incentive Stock Option Agreement" means the agreement between
     the Company and the Optionee, in such form as may from time to time be
     adopted by the Committee, under which the Optionee may purchase Common
     Stock pursuant to the terms of an Incentive Stock Option granted under the
     Plan.

          (j)  "Non-Employee Director" means a director of the Company who is
     not an employee of the Company or of any subsidiary or affiliate of the
     Company.

          (k)  "Non-Qualified Stock Option" means an option to purchase Common
     Stock granted pursuant to the provisions of the Plan that does not qualify
     as an Incentive Stock Option.

          (l)  "Non-Qualified Stock Option Agreement" means the agreement
     between the Company and the Optionee, in such form as may from time to time
     be adopted by the Committee, under which the Optionee may purchase Common
     Stock pursuant to the terms of a Non-Qualified Stock Option granted under
     the Plan.

          (m)  "Option" means an option granted under the Plan.

          (n)  "Optionee" means a person to whom an Option, which has not
     expired, has been granted under the Plan.

          (o)  "Participant" means any person who receives an Option or
     Restricted Stock pursuant to this Plan.

          (p)  "Restricted Stock" means Common Stock awarded to a person
     pursuant to Section 7 of this Plan.

          (q)  "Retirement" shall mean the termination of an Optionee's
     employment in accordance with the requirements of a written retirement
     plan, policy or rule of the Company which has been duly adopted by the
     Board of Directors of the Company.

          (r)  "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
     as (and to the extent) such rule, or any successor thereto, may from time
     to time be in effect and including all interpretations thereunder.

          (s)  "Subsidiary" or "Subsidiaries" means a subsidiary corporation or

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     corporations of the Company as defined in Section 424(f) of the Code.

          (t)  "Successor" means the legal representative of the estate of a
     deceased Optionee or the person or persons who acquire the right to
     exercise an Option by bequest or inheritance or by reason of the death of
     an Optionee.

     3.   Administration and Interpretation of Plan.  The Plan shall be
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administered by a Committee designated by the Board of Directors which shall
consist entirely of "Non-Employee Directors" in accordance with the provisions
of Rule 16b-3. The Committee shall have full and final authority in its
discretion, subject to the provisions of the Plan: (i) to determine the
individuals to whom, and the time or times at which, Options or Restricted Stock
shall be granted and the number of shares of Common Stock covered by each Option
or grant of Restricted Stock and to determine all other substantive provisions
of the terms of such Options; (ii) to construe and interpret the Plan; and (iii)
to make all other determinations and take all other actions deemed necessary or
advisable for the proper administration of the Plan. All such actions and
determinations by the Committee shall be final and conclusively binding for all
purposes and upon all persons.

     4.   Common Stock Subject to Options and Grants of Restricted Stock.
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The aggregate number of shares of the Company's Common Stock which may be issued
upon the exercise of Options or upon the grant of Restricted Stock under the
Plan shall not exceed ten million five hundred thousand (10,500,000) shares of
Common Stock, subject to adjustment as set forth in Section 5 of this Plan.  The
                                                    ---------
shares of Common Stock to be issued upon the exercise of Options or upon the
grant of Restricted Stock may be authorized but unissued shares, shares issued
and reacquired by the Company or shares bought on the open market for the
purposes of the Plan.  In the event any Option shall, for any reason, terminate
or expire or be canceled or surrendered without having been exercised in full,
or Restricted Stock should fail to vest and be forfeited in whole or in part for
any reason, the shares subject thereto shall, unless the Plan has terminated, be
available for the grant of additional Options or Restricted Stock under this
Plan, subject to the limitations set forth above.

     5.   (a)  Adjustments.  In the event that the number of outstanding shares
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     of Common Stock is changed by reason of a stock dividend, stock split,
     recapitalization or combination of shares, the number of shares of Common
     Stock subject to the Plan and to Options and Restricted Stock granted
     pursuant to the Plan shall be proportionately adjusted.

          (b)  Annual Increase. The annual increase in the number of shares
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     reserved for issuance as Incentive Stock Options shall be the least of the
     following: (1) a number of shares so that the shares reserved for issuance
     of Incentive Stock Options shall be equal to 15% of issued and outstanding
     shares as of the last day of the prior fiscal year; (2) 10,500,000 shares;
     or (3) a smaller number as determined by the Board of Directors. The number
     of shares reserved for issuance under this Plan (including Incentive Stock
     Options, Non-Qualified Stock Options, and Restricted Stock) shall be
     increased so that

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     the total number of shares that may be issued under this Plan equals 15% of
     the outstanding shares as of the final day of the prior fiscal year. Such
     annual increases shall occur automatically on the first trading day in
     January of each year.

     6.   Participants.  Incentive Stock Options may be granted under the Plan
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to any person who is an officer or other key employee (including officers and
employees who are also directors) of the Company or any of its Subsidiaries.
Non-Qualified Options and Restricted Stock may be granted under the Plan to any
person who is an officer, key employee, director or consultant of the Company;
provided, however, that no member of any Committee administering this Plan shall
be eligible to be granted an option hereunder except under circumstances that
may be permitted under Rule 16b-3 without adversely affecting any requirement of
such rule that this Plan be administered by Non-Employee Directors.

     7.   Non-Employee Director Stock Options.  Any Options granted to Non-
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Employee Directors under the Plan shall be Non-Qualified Stock Options.  Such
Options granted to Non-Employee Directors may be granted pursuant to the pre-
established formula described in the next paragraph or may, in the sole
discretion of the entire Board of Directors, be granted as to such number of
shares and upon such terms and conditions as shall be determined by the Board of
Directors.  Options granted to Non-Employee Directors under the Plan shall be
evidenced by a written agreement in such form as the Committee shall from time
to time approve, which agreements shall comply with and be subject to the terms
and conditions described below and in Section 8:
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     Formula-based Director Stock Options. For each calendar year, an Option to
purchase 30,000 shares of Common Stock shall be granted automatically to each
Non-Employee Director on the first day of each calendar year on which the Nasdaq
National Market, or such other exchange or market on which the Company's Common
Stock is then traded, is open for trading. The option price per share with
respect to each Option granted to a Non-Employee Directors hereunder shall be
100% of the Fair Market Value of the Common Stock on the Date of the Grant of
the Option. Options granted to Non-Employee Directors hereunder shall be
exercisable in full upon the Date of Grant of the Option and shall remain
exercisable for a term of ten years after such Date of Grant.

     Termination of Service.  Upon an Optionee's termination of status as a Non-
Employee Director with the Company for any reason, any vested Options held by
such former Non-Employee Director which may be exercised during the thirty day
period following such termination, and shall expire at the end of such thirty
day period.  Notwithstanding the foregoing sentence, if the Optionee's status as
an Non-Employee Director terminates by reason of or within three months after a
merger or other business combination resulting in a "Change of Control" as
defined below, the Non-Employee Director's Options shall terminate upon the
latest of (i) six months and one day after the merger or business combination,
(ii) ten business days following the expiration of the period during which
publication of financial results covering at least thirty days of post-merger
combined operations has occurred, and (iii) the expiration of the stated term of
such Non-Employee Director's Options.

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          For purposes hereof, "Change of Control" means the occurrence of any
     of the following events, as a result of one transaction or a series of
     transactions: (a) any "person" (as that term is used in Sections 13(d) and
     14(d) of the Exchange Act (as defined below), but excluding the Company,
     its affiliates and any qualified or non-qualified plan maintained by the
     Company or its affiliates) becomes the "beneficial owner" (as defined in
     Rule 13d-3 promulgated under such Act), directly or indirectly, of
     securities of the Company representing more than 50% of the combined voting
     power of the Company's then outstanding securities; (b) individuals who
     constitute a majority of the Board of Directors of the Company immediately
     prior to a contested election for positions on the Board cease to
     constitute a majority as a result of such contested election; (c) the
     Company is combined (by merger, share exchange, consolidation, or
     otherwise) with another corporation and as a result of such combination,
     less than 50% of the outstanding securities of the surviving or resulting
     corporation are owned in the aggregate by the former shareholders of the
     Company; (d) the Company sells, leases, or otherwise transfers all or
     substantially all of its properties or assets to another person or entity;
     or (e) a dissolution or liquidation of the Company.

          Notwithstanding the foregoing, in no event shall any Non-Employee
     Director be entitled to any "excess parachute payment" as defined in
     Section 280G of the Code.

     8.   Terms and Conditions of Options.  Any Option granted under the Plan
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shall be evidenced by either an Incentive Stock Option Agreement or a Non-
Qualified Stock Option Agreement executed by the Company and the Optionee.  Such
agreement shall be subject to the following limitations and conditions:

          (a)  Option Price.  The option price per share with respect to each
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     Option shall be determined by the Committee but in no instance shall the
     option price for an Option which is intended to qualify as an Incentive
     Stock Option be less than 100% of the Fair Market Value of a share of the
     Common Stock on the Date of Grant.

          (b)  Payment of Option Price.
               -----------------------

               (i)  Full payment for shares purchased upon exercising an Option
          shall be made in cash or by check, or by delivery of shares of Common
          Stock, or partly in cash or by check and partly in Common Stock.  The
          value of shares of Common Stock delivered in connection with the
          payment of the option price shall be the Fair Market Value of such
          shares on the Date of Exercise of the Option.  Any shares of Common
          Stock to be used as payment must, if originally acquired from the
          Company pursuant to the exercise of an Incentive Stock Option, have
          been held for at least two years after the Date of Grant and one year
          after the Date of Exercise.

               (ii) If the shares of Common Stock to be purchased are covered by
          an effective registration statement under the Securities Act of 1933,
          as amended, any

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          Option granted under the Plan may be exercised by a broker-dealer
          acting on behalf of an Optionee if (a) the broker-dealer has received
          from the Optionee or the Company a fully- and duly-endorsed agreement
          evidencing such Option, together with instructions signed by the
          Optionee requesting the Company to deliver the shares of Common Stock
          subject to such Option to the broker-dealer on behalf of the Optionee
          and specifying the account into which such shares should be deposited,
          (b) adequate provision has been made with respect to the payment of
          any withholding taxes due upon such exercise, and (c) the broker-
          dealer and the Optionee have otherwise complied with Section
          220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor
          provision.

          (c)  Term of Option.  The expiration date of each Incentive Stock
               --------------
     Option and each Non-Qualified Option shall not be more than ten (10) years
     from the Date of Grant.

          (d)  Vesting of Stockholder Rights.  Neither an Optionee nor his
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     Successor shall have any of the rights of a stockholder of the Company
     until the certificate or certificates evidencing the shares purchased
     pursuant to the exercise of an Option are properly delivered to such
     Optionee or his Successor.

          (e)  Exercise of an Option.  Each Option shall be exercisable at any
               ---------------------
     time, and from time to time, and in no particular order if the Optionee
     holds more than one Option, throughout a period commencing on or after the
     Date of Grant, as specified by the Committee and reflected in the Incentive
     Stock Option Agreement or Non-Qualified Stock Option Agreement, as the case
     may be, and ending upon the earliest of the expiration, cancellation,
     surrender or termination of the Option; provided however, that no Option
     shall be exercisable in whole or in part prior to the date of stockholder
     approval of the Plan.  Furthermore, the exercise of each Option shall be
     subject to the condition that if at any time the Company shall determine in
     its discretion that the satisfaction of withholding tax or other
     withholding liabilities, or that the listing, registration or qualification
     of any share otherwise deliverable upon such exercise upon any securities
     exchange or under any state or federal law, or that the report to, or
     consent or approval of any regulatory body, is necessary or desirable as a
     condition of, or in connection with, such exercise or the delivery or
     purchase of shares pursuant thereto, then in any such event, such exercise
     shall not be effective unless such withholding, listing, registration,
     qualification, report, consent or approval shall have been effected or
     obtained free of any conditions not acceptable to the Company.

          (f)  Company Loans.  The Company may make stock purchase loans in
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     connection with Option exercises upon the following terms and conditions:

               (i)  Upon the exercise by an Optionee of his Option, or any part
          thereof, and the Optionee's request for a loan pursuant hereto, the
          Company, upon approval by the Committee, may loan said Optionee, for
          the sole purpose of purchasing Common Stock from the Company pursuant
          to the exercise of such Option, an amount up to the exercise price of
          the Option; provided, however, that

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          the Optionee shall execute concurrently a promissory note in form
          satisfactory to the Committee for such amount payable to the order of
          the Company;

               (ii)  The Company shall have no obligation to make any loan to
          any Optionee at any time;

               (iii) The promissory note referenced above shall provide for
          interest to be payable upon the outstanding principal balance thereof
          at such rate and times as the Committee may determine. Interest shall
          be payable at least annually and shall be charged at the minimum rate
          necessary to avoid the treatment as interest under any applicable
          provision of the Code, of any amounts other than amounts stated to be
          interest under such note. Such note shall also provide that the
          Committee may require the Optionee to secure the payment thereof at
          any time with collateral deemed adequate by the Committee in its sole
          discretion. Such note shall mature, and all outstanding principal and
          interest shall become immediately due and payable in installments or
          in lump sum at such time or times as the Committee shall provide. The
          note will provide for prepayment of principal and accrued interest in
          whole or in part from time to time without premium or penalty and may
          be extended or modified, from time to time, at the Committee's
          discretion. The note shall provide for acceleration of maturity by the
          Company upon the happening of any events determined appropriate by the
          Committee, including, without limitation, any of the following events:

                    (1) failure of the Optionee to pay or perform any term or
               provision thereof;

                    (2) termination of the Optionee's employment with the
               Company or a Subsidiary for any reason, whether voluntary or
               involuntary, except Retirement, Disability or death;

                    (3) if the Optionee shall execute an assignment for the
               benefit of creditors, or admit in writing his inability to pay
               his debts generally as they become due, or voluntarily seek the
               benefit of, or have a petition filed against him seeking the
               benefit of, a judgment, order or decree filed against him
               pursuant to any bankruptcy, insolvency, reorganization, or
               similar debtor relief law affecting the rights of creditors
               generally;

                    (4) failure of the Optionee to have discharged within a
               period of thirty (30) days after the commencement thereof any
               attachment, sequestration or similar proceeding against any of
               the assets of the Optionee;

                    (5) failure of the Optionee to pay any money judgment
               against him at least thirty (30) days prior to the date on which
               any of his assets may be lawfully sold to satisfy such judgment;

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                    (6) failure or refusal of the Optionee to comply with any of
               the terms and conditions of his stock option agreement or any
               other oral or written agreement with the Company;

                    (7) failure or refusal of the Optionee to provide adequate
               security for payment of the promissory note immediately upon
               request for collateral by the Committee; or

                    (8) the divorce of the Optionee, unless arrangement
               satisfactory to the Committee are agreed to prior to the entry of
               the divorce decree.

          (g)  Nontransferability of Option.  No Option shall be transferable or
               ----------------------------
     assignable by an Optionee, voluntarily or by operation of law, other than
     by will or the laws of descent and distribution. Each Option shall be
     exercisable, during the Optionee's lifetime, only by such Optionee. No
     Option or the shares covered thereby shall be pledged or hypothecated in
     any way and no Option or the shares covered thereby shall be subject to
     execution, attachment or similar process.

          (h)  Termination of Employment. Unless otherwise provided in the terms
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     of an Incentive Stock Option Agreement or a Non-Qualified Agreement, as the
     case may be, pursuant to Section 7(k), upon termination of an Optionee's
     employment with the Company or with any of its Subsidiaries for any reason
     other than death or Disability, any and all outstanding Options of such
     Optionee shall expire, and shall not be exercisable with respect to any
     vested portion as to which such Options have not been exercised on a date
     thirty days after such date of termination.  Any and all Outstanding
     Options shall be null and void, and shall not be exercisable with respect
     to any unvested portion of such Options immediately upon the termination of
     the Optionee's employment with the Company for any reason, including death
     or Disability.  The right of the Optionee to receive any benefits from the
     Company or any of its Subsidiaries after termination of employment with the
     Company or any of its Subsidiaries by reason of employment contract,
     severance arrangement or otherwise shall not affect the determination that
     an Optionee's employment has been terminated with the Company or any of its
     Subsidiaries for purposes of the Plan.  Neither the adoption of this Plan
     nor the grant of an Option to an eligible person shall alter in any way the
     Company's or the relevant Subsidiary's rights to terminate such person's
     employment or directorship at any time with or without cause nor does it
     confer upon such person any rights or privileges to continued employment,
     or any other rights and privileges, except as specifically provided in the
     Plan.

          (i)  Disability or Death of Optionee. If an Optionee dies or suffers a
               -------------------------------
     Disability while in the employ of the Company, but prior to termination of
     his right to exercise an Option in accordance with the provisions of his
     stock option agreement, without having totally exercised the Option, the
     Option may be exercised, to the extent of the shares with respect to which
     the Option could have been exercised by the Optionee on the date of the

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     Optionee's death or Disability, by (i) the Optionee's estate or by the
     person who acquired the right to exercise the Option by bequest or
     inheritance or by reason of the death of the Optionee in the event of the
     Optionee's death, or (ii) the Optionee or his personal representative in
     the event of the Optionee's Disability, provided the Option is exercised
     prior to the date of its expiration or not more than one year from the date
     of the Optionee's death or Disability, whichever first occurs.  The date of
     Disability of an Optionee shall be determined by the Company.

          (j)  Ten Percent Stockholders.  Notwithstanding anything herein to the
               ------------------------
     contrary, an Option which is intended to qualify as an Incentive Stock
     Option shall be granted hereunder to any Optionee who, immediately before
     such Option is granted, beneficially owns, directly or indirectly, more
     than 10% of the total combined voting power of all classes of stock of the
     Company only if both of the following conditions are met:

               (i)  The option price per share shall be no less than 110% of the
          Fair Market Value of a share of Common Stock on the Date of Grant; and

               (ii) The expiration date of the Option shall be not more than
          five (5) years from the Date of Grant.

          (k)  Other Terms.  Each Incentive Stock Option Agreement or Non-
               -----------
     Qualified Stock Option Agreement, as the case may be, may contain such
     other provisions (not inconsistent herewith) as the Committee in its
     discretion may determine, including, without limitation:

               (i)   any provision which shall condition the exercise of all or
          part of an Option upon such matters as the Committee may deem
          appropriate (if any) such as the passage of time, or the attainment of
          certain performance goals, appropriate to reflect the contribution of
          the Optionee to the performance of the Company;

               (ii)  any provision which would accelerate the exercisability of
          an Option in spite of any provision contained in an Option, under such
          circumstances as the Committee may deem appropriate, including a
          Change of Control;

               (iii) the manner in which an Option is to be exercised.

               In the event the Committee includes a provision for acceleration
          on a Change of Control, the Committee shall also include in such
          agreement a provision addressing whether "excess parachute payments"
          as defined in Section 280G of the Code are permitted, and if
          permitted, whether compensation for the parachute excise tax is to be
          paid by the Company to the Optionee.

     9.   Restricted Stock.  The Committee shall determine the number of shares
          ----------------
of Common Stock to be granted as Restricted Stock from time to time under the
Plan.  The grant of

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Restricted Stock shall be evidenced by Restricted Stock agreements containing
such terms and provisions, including provisions concerning vesting and
transferability, as are approved by the Committee, and executed on behalf of the
Corporation by an appropriate officer. The Committee in its discretion may award
shares of Restricted Stock under the Plan without requiring the payment of cash
consideration for such shares by the Participant.

     10.  Allotment of Shares.  The grant of an Option or Restricted Stock shall
          -------------------
not be deemed either to entitle the Participant to, or disqualify the
Participant from, participation in any other grant of options or restricted
stock under this Plan or any other stock option plan of the Company.  The number
of shares allotted to each Participant shall be determined by the Committee, in
its discretion; provided, that the aggregate Fair Market Value (determined as of
the time the option is granted) of the Common Stock with respect to which
Options which are intended to qualify as Incentive Stock Options are exercisable
for the first time by such Optionee during any calendar year (under all such
plans of the Optionee's employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000.

     11.  Additional Restrictions.  No employee shall be eligible to receive
          -----------------------
Incentive Stock Options (under the Plan and all other option plans of the
Company, its parent and subsidiary corporations) that are exercisable for the
first time in any calendar year with respect to stock with an aggregate Fair
Market Value (determined at the Date of Grant) in excess of $100,000, or such
other limits as may be imposed by the applicable laws and regulations under the
Code in effect on the Date of Grant.  In the event the Participant's total
Incentive Stock Options exceed the $100,000 limit in any calendar year (whether
due to acceleration of exercisability, miscalculation, error or otherwise) the
amount of Participant's Incentive Stock Options that exceed such limit shall be
treated as Non-Qualified Stock Options. The Incentive Stock Options granted
earliest (whether under this Plan or any other agreement or plan) shall be
applied first to the $100,000 limit. In the event that only a portion of the
Incentive Stock Options granted at the same time can be applied to the $100,000
limit, the company shall issue separate share certificates for such number of
shares as does not exceed the $100,000 limit, and shall designate such shares as
Incentive Stock Options stock in its share transfer records.

     12.  Designation of Incentive Stock Options.  The Committee shall cause
          --------------------------------------
each Option granted hereunder to be clearly designated in the agreement
evidencing such Option, at the time of grant, as to whether or not it is
intended to qualify as an Incentive Stock Option.

     13.  Notices.  Whenever any notice is required or permitted hereunder, such
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notice must be in writing and personally delivered or sent by mail.  Any notice
required or permitted to be delivered hereunder shall be deemed to be delivered
on the date which it is personally delivered, or, whether actually received or
not, on the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has theretofore specified by written
notice delivered in accordance herewith.  The Company or a Participant may
change, at any time and from time to time, by written notice to the other, the
address which it or he had theretofore specified for

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receiving notices. Until changed in accordance herewith, the Company and each
Participant shall specify as its and his address for receiving notices the
address set forth in the option agreement pertaining to the shares to which such
notice relate.

     14.  Amendment or Discontinuance.  The Plan and any Option or Restricted
          ---------------------------
Stock outstanding hereunder may be amended or discontinued by the Committee
without the approval of the stockholders of the Company, except that the
Committee may not, except as expressly provided in the Plan, increase the
aggregate number of shares which may be issued under Options or Restricted Stock
granted pursuant to the Plan, materially amend the eligibility requirements of
the Plan or materially increase the benefits which may accrue to participants
under the Plan, without such approval (if any) as may be required pursuant to
the provisions of Rule 16b-3, or applicable law (including the Code) or the
requirements of any national stock exchange upon which the Company's Common
Stock is traded.

     15.  Effect of the Plan.  Neither the adoption of this Plan nor any action
          ------------------
of the Committee shall be deemed to give any officer or employee any right to be
granted an option to purchase Common Stock or restricted stock of the Company or
any of its Subsidiaries, or any other rights except as may be evidenced by a
stock option or restricted stock agreement, or any amendment thereto, duly
authorized by the Committee and executed on behalf of the Company and then only
to the extent and on the terms and conditions expressly set forth therein.

     16.  Grant of Incentive Stock Options.  No Incentive Stock Options shall be
          --------------------------------
granted pursuant to this Plan after the expiration of ten (10) years from the
date of the earlier of:  (i) the date the Plan is adopted, or (ii) the date the
Plan is approved by the stockholders of the Company.

     17.  Shares Not Transferable.  As a condition to the transfer of the shares
          -----------------------
of Common Stock issued under this Plan, the Company may require an opinion of
counsel, satisfactory to the Company, to the effect that such transfer will not
be in violation of the Securities Act of 1933, as amended, or any other
applicable securities laws or that such transfer has been registered under
federal and all applicable state securities laws.  The Board may impose such
additional restrictions on the ownership and transfer of shares of Common Stock
issued pursuant to the Plan as it deems desirable; any such restrictions shall
be set forth in any Option or Restricted Stock agreement entered into hereunder.
Further, the Company shall be authorized to refrain from delivering or
transferring shares of Common Stock issued under this Plan until the Committee
has determined that the Participant has tendered to the Company any federal,
state or local tax owed by the Participant as a result of exercising the Option,
receiving a grant of Restricted Stock or disposing of any Common Stock, when the
Company has a legal liability to satisfy such tax.  The Company shall not be
liable to any party for damages due to a delay in the delivery or issuance of
any stock certificate for any reason whatsoever.

     18.  Reservation of Shares.  During the term of the Plan, the Company will
          ---------------------
at all times reserve and keep available, and will seek or obtain from any
regulatory body having jurisdiction any requisite authority in order to issue
and sell such number of shares of Common Stock as shall be sufficient to satisfy
the requirements of the Plan.  The inability of the Company to obtain the

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<PAGE>

authority from any regulatory body having jurisdiction which is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any shares
of Common Stock hereunder shall relieve the Company of any liability in respect
of the nonissuance or sale of such Common Stock as to which such requisite
authority shall not have been obtained.

     19.  Approval of Plan.  The Plan shall be subject to approval by the
          ----------------
majority of votes cast on the issue, including abstentions, in a separate vote
of the shareholders of the Company.  Any amendments to the Plan which require
stockholder approval shall be by the a majority of the majority of votes cast on
the issue, including abstentions.  No options granted under the Plan shall be
exercised unless and until the Plan has been approved by the stockholders of the
Company as specified above.

     20.  Conformity with the Code.  The Incentive Stock Options authorized
          ------------------------
pursuant to the Plan are intended to satisfy all requirements for the Incentive
Stock Options under the Code and, notwithstanding any provision of the Plan or
any Incentive Stock Option Agreement, the Plan and all Incentive Stock Options
granted pursuant hereto shall be so construed and all contrary provisions shall
be so limited in scope and effect and to the extent they cannot be so limited,
they shall be void.

     21.  Liability of the Company.  Neither the Company, its directors,
          ------------------------
officers or employees, nor any Subsidiary which is in existence or hereafter
comes into existence, shall be liable to any Participant or other person (a) if
it is determined for any reason by the Internal Revenue Service or any court
having jurisdiction that any incentive stock option granted hereunder does not
qualify for tax treatment as an incentive stock option under Section 422 of the
Code, or (b) for refusing to sell or issue any shares covered by any Option or
for refusing to issue Restricted Stock if the Company cannot obtain authority
from the appropriate regulatory bodies deemed by the Company to be necessary to
sell or issue such shares in compliance with all applicable federal and state
securities laws and the requirements of any national exchange or trading system
on which the Common Stock is then listed or traded. In addition, the Company
shall have no obligation to any Participant, express or implied, to list,
register or otherwise qualify the shares of Common Stock covered by any Option
or Restricted Stock.

     22.  Governing Law.  The Plan shall be governed by and construed in
          -------------
accordance with the laws of the State of Delaware and the United States, as
applicable, without reference to the conflict of laws provisions thereof.

     23.  Severability of Provisions.  If any provision of this Plan is
          --------------------------
determined to be invalid, illegal or unenforceable, such invalidity, illegality
or unenforceability shall not affect the remaining provisions of the Plan, but
such invalid, illegal or unenforceable provision shall be fully severable, and
the Plan shall be construed and enforced as if such provision had never been
inserted herein.

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