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                                                                     EXHIBIT 4.9



                        INTEGRATED SECURITY SYSTEMS, INC.

                          1997 LONG-TERM INCENTIVE PLAN

                         (AS AMENDED ON APRIL 12, 2001)


                                   I. PURPOSE

        The purpose of the Integrated Security Systems Incorporated. 1997
Long-Term Incentive Plan (the "Plan") is to provide a means whereby Integrated
Security Systems Incorporated, a Delaware corporation (the "Company"), and its
Subsidiaries may attract able persons to enter the employ of the Company and to
provide a means whereby those key employees upon whom the responsibilities of
the successful administration and management of the Company rest, and whose
present and potential contributions to the welfare of the Company are of
importance, can acquire and maintain stock ownership, thereby strengthening
their concern for the long-term welfare of the Company and their desire to
remain in its employ. A further purpose of the Plan is to provide such key
employees with additional incentive and reward opportunities designed to enhance
the profitable growth of the Company over the long term. Accordingly, the Plan
provides for granting Incentive Stock Options, options which do not constitute
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards,
Performance Share Awards, Stock Value Equivalent Awards, or any combination of
the foregoing, is as best suited to the circumstances of the particular
employees as provided herein.


                                 II. DEFINITIONS

        The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

              (a) "Award" means, individually or collectively, any Option, Stock
        Appreciation Right, Restricted Stock Award, or Performance Share Award
        or Stock Value Equivalent Award.

              (b) "Board" means the board of directors of Integrated Security
        Systems Incorporated.

              (c) "Change of Control" means, for the purposes of Clause (B) of
        Paragraph (e) of Article XII and Clause (B) of Paragraph (f) of Article
        XII, the amount determined in Clause (i), (ii) or (iii), whichever is
        applicable, as follows: (i) the per share price offered to stockholders
        of the Company in any merger, consolidation, sale of assets or
        dissolution transaction, (ii) the price per share offered to
        stockholders of the Company in any tender offer or exchange offer
        whereby a Corporate Change takes place or (iii) if a Corporate Change
        occurs other than as described in Clause (i) or Clause (ii), the fair
        market value per share determined by the Committee as of the date
        determined by the Committee to be the date of cancellation and surrender
        of an Option or Stock Appreciation Right. If the consideration offered
        to stockholders of the Company in any transaction described in this
        Paragraph or Paragraphs (d) and (e) of Article XII consists of anything
        other than cash, the Committee shall determine the fair cash equivalent
        of the portion of the consideration offered which is other than cash.

              (d) "Code" means the Internal Revenue Code of 1986, as amended.
         Reference in the Plan to any Section of the Code shall be deemed to
         include any amendments or successor provisions to such Section and any
         regulations under such Section.


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              (e) "Committee" means the committee selected by the Board to
        administer the Plan in accordance with Paragraph (a) of Article IV of
        the Plan.

              (f) "Common Stock" means the common stock, par value $.01 per
        share, of Integrated Security Systems Incorporated.

              (g) "Company" means Integrated Security Systems Incorporated.

              (h) "Corporate Change" means one of the following events: (i) the
        merger, consolidation or other reorganization of the Company in which
        the outstanding Common Stock is converted into or exchanged for a
        different class of securities of the Company, a class of securities of
        any other issuer (except a direct or indirect wholly-owned subsidiary of
        the Company), cash or other property; (ii) the sale, lease or exchange
        of all or substantially all of the assets of the Company to any other
        corporation or entity (except a direct or indirect wholly-owned
        subsidiary of the Company); (iii) the adoption by the stockholders of
        the Company of a plan of liquidation and dissolution; (iv) the
        acquisition (other than acquisition pursuant to any other clause of this
        definition) by any person or entity, including without limitation a
        "group" as contemplated by Section 13(d)(3) of the Exchange Act, of
        beneficial ownership, as contemplated by such Section, of more than
        twenty percent (based on voting power) of the Company's outstanding
        capital stock; or (v) as a result of or in connection with a contested
        election of directors, the persons who were directors of the Company
        before such election shall cease to constitute a majority of the Board.

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

              (j) "Fair Market Value" means, as of any specified date, the
        closing price of the Common Stock on the NASDAQ Stock Exchange (or, if
        the Common Stock is not listed on such exchange, such other national
        securities exchange on which the Common Stock is then listed) on that
        date, or if no prices are reported on that date, on the last preceding
        date on which such prices of the Common Stock are so reported. If the
        Common Stock is not then listed on any national securities exchange but
        is traded over the counter at the time a determination of its Fair
        Market Value is required to be made hereunder, its Fair Market Value
        shall be deemed to be equal to the average between the reported high and
        low sales prices of Common Stock on the most recent date on which Common
        Stock was publicly traded. If the Common Stock is not publicly traded at
        the time a determination of its value is required to be made hereunder,
        the determination of its Fair Market Value shall be made by the
        Committee in such manner as it deems appropriate.

              (k) "Holder" means an employee of the Company who has been granted
        an Award.

              (l) "Incentive Stock Option" means an Option within the meaning of
        Section 422 of the Code.

              (m) "Option" means an Award granted under Article VII of the Plan
        and includes both Incentive Stock Options to purchase Common Stock and
        Options which do not constitute Incentive Stock Options to purchase
        Common Stock.

              (n) "Option Agreement" means a written agreement between the
        Company and an employee with respect to an Option.



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              (o) "Optionee" means an employee who has been granted an option.

              (p) "Parent Corporation" shall have the meaning set forth in
        Section 424(e) of the Code.

              (q) "Performance Share Award" means an Award granted under Article
        X of the Plan.

              (r) "Plan" means the Integrated Security Systems Incorporated 1997
        Long-Term Incentive Plan.

              (s) "Restricted Stock Award" means an Award granted under Article
        IX of the Plan.

              (t) "Rule 16b-3" means Rule 16b-3 of the general Rules and
        Regulations of the Securities and Exchange Commission under the Exchange
        Act, as such rule is currently in effect or as hereafter modified or
        amended.

              (u) "Spread" means, in the case of a Stock Appreciation Right, an
        amount equal to the excess, if any, of the Fair Market Value of a share
        of Common Stock on the date such right is exercised over the exercise
        price of such Stock Appreciation Right.

              (v) "Stock Appreciation Right" means an Award granted under
        Article VIII of the Plan.

              (w) "Stock Appreciation Rights Agreement" means a written
        agreement between the Company and an employee with respect to an Award
        of Stock Appreciation Rights.

              (x) "Stock Value Equivalent Award" means an Award granted under
        Article XI of the Plan.

              (y) "Subsidiary" means a company (whether a corporation,
        partnership, joint venture or other form of entity) in which the
        Company, or a corporation in which the Company owns a majority of the
        shares of capital stock, directly or indirectly, owns a greater than
        twenty percent equity interest, except with respect to the issuance of
        Incentive Stock Options the term "Subsidiary" shall have the same
        meaning as the term "subsidiary corporation" as defined in Section
        424(f) of the Code.


                  III. EFFECTIVE DATE AND DURATION OF THE PLAN

        The Plan shall be effective upon the date of its adoption by the Board,
provided the Plan is approved by the stockholders of the Company within twelve
months thereafter and on or prior to the date of the first annual meeting of
stockholders of the Company held subsequent to the acquisition of an equity
security by a Holder hereunder for which exemption is claimed under Rule 16b-3.
Notwithstanding any provision of the Plan or in any Option Agreement or Stock
Appreciation Rights Agreement, no Option or Stock Appreciation Right shall be
exercisable prior to such stockholder approval. No further Awards may be granted
under the Plan after ten years from the date the Plan is adopted by the Board.
Subject to the provisions of Article XIII, the Plan shall remain in effect until
all Options and Stock Appreciation Rights granted under the Plan have been
exercised or expired by reason of lapse of time, all restrictions imposed upon
Restricted Stock Awards have lapsed and all Performance Share Awards and Stock
Value Equivalent Awards have been satisfied.



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                               IV. ADMINISTRATION

              (a) Composition of Committee. The Plan shall be administered by a
        committee which shall be (i) appointed by the Board and (ii) constituted
        so as to permit the Plan to comply with Rule 16b-3.

              (b) Powers. The Committee shall have sole authority, in its
        discretion, to determine which employees of the Company and its
        subsidiaries shall receive an Award, the time or times when such Award
        shall be made, whether an Incentive Stock Option, nonqualified Option or
        Stock Appreciation Right shall be granted, the number of shares of
        Common Stock which may be issued under each Option, Stock Appreciation
        Right and Restricted Stock Award, and the value of each Performance
        Share Award and Stock Value Equivalent Award. In making such
        determinations the Committee may take into account the nature of the
        services rendered by the respective employees, their present and
        potential contribution to the Company's success and such other factors
        as the Committee in its discretion shall deem relevant.

              (c) Additional Powers. The Committee shall have such additional
        powers as are delegated to it by the other provisions of the Plan.
        Subject to this express provisions of the Plan, the Committee is
        authorized to construe the Plan and the respective agreements executed
        thereunder, to prescribe such rules and regulations relating to the Plan
        as it may deem advisable to carry out the Plan, and to determine the
        terms, restrictions and provisions of each Award, including such terms,
        restrictions and provisions as shall be requisite in the judgment of the
        Committee to cause designated Options to qualify as Incentive Stock
        Options, and to make all other determinations necessary or advisable for
        administering the Plan. The Committee may correct any defect or supply
        any omission or reconcile any inconsistency in any agreement relating to
        an Award in the manner and to the extent it shall deem expedient to
        carry it into effect. The determinations of the Committee on the matters
        referred to in this Article IV shall be conclusive.


                 V. GRANT OF OPTIONS, STOCK APPRECIATION RIGHTS,
              RESTRICTED STOCK AWARDS, PERFORMANCE SHARE AWARDS AND
            STOCK VALUE EQUIVALENT AWARDS, SHARES SUBJECT TO THE PLAN

              (a) Award Limits. The Committee may from time to time grant Awards
        to one or more employees determined by it to be eligible for
        participation in the Plan in accordance with the provisions of Article
        VI. The aggregate number of shares of Common Stock that may be issued
        under the Plan shall not exceed 7,500,000 shares. Any of such shares
        which remain unissued and which are not subject to outstanding Options
        or Awards at the termination of the Plan shall cease to be subject to
        the Plan but, until termination of the Plan, the Company shall at all
        times reserve a sufficient number of shares to meet the requirements of
        the Plan. Shares shall be deemed to have been issued under the Plan only
        to the extent actually issued and delivered pursuant to an Award. To the
        extent that an Award lapses or the rights of its Holder terminate or the
        Award is paid in cash, any shares of Common Stock subject to such Award
        shall again be available for the grant of an Award. The aggregate number
        of shares which may be issued under the Plan shall be subject to
        adjustment in the same manner as provided in Article XII with respect to
        shares of Common Stock subject to Options then outstanding. Separate
        stock certificates shall be issued by the Company for those shares
        acquired pursuant to the exercise of an Incentive Stock Option and for
        those shares acquired pursuant to the exercise of any Option which does
        not constitute an Incentive Stock Option.



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              (b) Stock Offered. The stock to be offered pursuant to the grant
        of an Award may be authorized but unissued Common Stock or Common Stock
        previously issued and outstanding and reacquired by the Company.


                                 VI. ELIGIBILITY

        Awards made pursuant to the Plan may be granted only to individuals who,
at the time of grant, are key employees of the Company or any Subsidiary of the
Company. Awards may not be granted to any director of the Company who is not an
employee of the Company or to any member of the Committee. An Award made
pursuant to the Plan may be granted on more than one occasion to the same
person, and such Award may include an Incentive Stock Option, an Option which is
not an Incentive Stock Option, an Award of Stock Appreciation Rights, a
Restricted Stock Award, a Performance Share Award, a Stock Value Equivalent
Award or any combination thereof. Each Award shall be evidenced by a written
instrument duly executed by or on behalf of the Company.


                               VII. STOCK OPTIONS

              (a) Stock Option Agreement. Each Option shall be evidenced by an
        Option Agreement between the Company and the Optionee which shall
        contain such terms and conditions as may be approved by the Committee.
        The terms and conditions of the respective Option Agreements need not be
        identical. Specifically, an Option Agreement may provide for the payment
        of the option price, in whole or in part, by the delivery of a number of
        shares of Common Stock (plus cash if necessary) having a Fair Market
        Value equal to such option price. Each Option Agreement shall provide
        that the Option may not be exercised earlier than six months from the
        date of grant and shall specify the effect of termination of employment
        of the exercisability of the Option.

              (b) Option Period. The term of each Option shall be as specified
        by the Committee at the date of grant.

              (c) Limitations on Exercise of Option. An Option shall be
        exercisable in whole or in such installments and at such times as
        determined by the Committee.

              (d) Special Limitations on Incentive Stock Options. To the extent
        that the aggregate Fair Market Value (determined at the time the
        respective Incentive Stock Option is granted) of Common Stock with
        respect to which Incentive Stock Options are exercisable for the first
        time by an individual during any calendar year under all incentive stock
        option plans of the Company and its Parent Corporation and Subsidiaries
        exceeds $100,000, such excess Incentive Stock Options shall be treated
        as Options which do not constitute Incentive Stock Options. The
        Committee shall determine, in accordance with applicable provisions of
        the Code, Treasury Regulations and other administrative pronouncements,
        which of an Optionee's Incentive Stock Options will not constitute
        Incentive Stock Options because of such limitation and shall notify the
        Optionee of such determination as soon as practicable after such
        determination. No Incentive Stock Option shall be granted to an
        individual if, at the time the Option is granted, such individual owns
        stock possessing more than 10% of the total combined voting power of the
        total combined voting power of all classes of stock of the Company or of
        its Parent Corporation or a Subsidiary, within the meaning of Section
        422(b)(6) of the Code, unless (i) at the time such Option is granted the
        Option price is at least 110% of the Fair Market Value of the Common
        Stock subject to the Option and (ii) such Option by its terms is not
        exercisable after the expiration of five years from the date of grant.



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              (e) Option Price. The purchase price of Common Stock issued under
        each Option shall be determined by the Committee, but such purchase
        price shall, in the case of Incentive Stock Options, not be less than
        the Fair Market Value of Common Stock subject to the Option on the date
        the Option is granted.

              (f) Options and Rights in Substitution for Stock Options Granted
        by Other Corporations. Options and Stock Appreciation Rights may be
        granted under the Plan from time to time in substitution for stock
        options held by employees of corporations who become, or who became
        prior to the effective date of the Plan, key employees of the Company or
        of any Subsidiary as a result of a merger or consolidation of the
        employing corporation with the Company or such Subsidiary, or the
        acquisition by the Company or a Subsidiary of all or a portion of the
        assets of the employing corporation, or the acquisition by the Company
        or a Subsidiary of stock of the employing corporation with the result
        that such employing corporation becomes a Subsidiary.


                         VIII. STOCK APPRECIATION RIGHTS

              (a) Stock Appreciation Rights. A Stock Appreciation Right is the
        right to receive an amount equal to the Spread with respect to a share
        of Common Stock upon the exercise of such Stock Appreciation Right.
        Stock Appreciation Rights may be granted in connection with the grant of
        an Option, in which case the Option Agreement will provide that exercise
        of Stock Appreciation Rights will result in the surrender of the right
        to purchase the shares under the Option as to which the Stock
        Appreciation Rights were exercised. Alternatively, Stock Appreciation
        Rights may be granted independently of Options in which case each Award
        of Stock Appreciation Rights shall be evidenced by a Stock Appreciation
        Rights Agreement between the Company and the Holder which shall contain
        such terms and conditions as may be approved by the Committee. The terms
        and conditions of the respective Stock Appreciation Rights Agreements
        need not be identical. The Spread with respect to a Stock Appreciation
        Right may be payable either in cash, shares of Common Stock with a Fair
        Market Value equal to the Spread or in a combination of cash and shares
        of Common Stock. With respect to Stock Appreciation Rights that are
        subject to Section 16 of the Exchange Act, however, the Committee shall,
        except as provided in Paragraphs (e) and (f) of Article XII, retain sole
        discretion (i) to determine the form in which payment of the Stock
        Appreciation Right will be made (i.e., cash, securities or any
        combination thereof) or (ii) to approve an election by a Holder to
        receive cash in full or partial settlement of Stock Appreciation Rights.
        Upon the exercise of any Stock Appreciation Rights. Upon the exercise of
        any Stock Appreciation Rights granted hereunder, the number of shares
        reserved for issuance under the Plan shall be reduced only to the extent
        that shares of Common Stock are actually issued in connection with the
        exercise of such Right. Each Stock Appreciation Rights Agreement shall
        provide that the Stock Appreciation Rights may not be exercised earlier
        than six months from the date of grant and shall specify the effect of
        termination of employment on the exercisability of the Stock
        Appreciation Rights.

              (b) Exercise Price. The exercise price of each Stock Appreciation
        Right shall be determined by the Committee, but such exercise price
        shall not be less than the Fair Market Value of a share of Common Stock
        on the date the Stock Appreciation Right is granted.

              (c) Exercise Period. The term of each Stock Appreciation Right
        shall be as specified by the Committee at the date of grant.



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              (d) Limitations on Exercise of Stock Appreciation Right. A Stock
        Appreciation Right shall be exercisable in whole or in such installments
        and at such times as determined by the Committee.


                           IX. RESTRICTED STOCK AWARDS

              (a) Restricted Period to be Established by the Committee. At the
        time a Restricted Stock Award is made, the Committee shall establish a
        period of time (the "Restriction Period") applicable to such Award. Each
        Restricted Stock Award may have a different Restriction Period, in the
        discretion of the Committee. The Restriction Period applicable to a
        particular Restricted Stock Award shall not be changed except as
        permitted by Paragraph (b) of this Article or by Article XII.

              (b) Other Terms and Conditions. Common Stock awarded pursuant to a
        Restricted Stock Award shall be represented by a stock certificate
        registered in the name of the Holder of such Restricted Stock Award or,
        at the option of the Company, in the name of a nominee of the Company.
        The Holder shall have the right to receive dividends during the
        Restriction Period, to vote the Common Stock subject thereto and to
        enjoy all other stockholder rights, except that (i) the Holder shall not
        be entitled to possession of the stock certificate until the Restriction
        period shall have expired, (ii) the Company shall retain custody of the
        stock during the Restriction Period, (iii) the Holder may not sell,
        transfer, pledge, exchange, hypothecate or otherwise dispose of the
        stock during the Restriction Period and (iv) a breach of the terms and
        conditions established by the Committee pursuant to the Restricted Stock
        Award shall cause a forfeiture of the Restricted Stock Award. At the
        time of such Award, the Committee may, in its sole discretion, prescribe
        additional terms, conditions or restrictions relating to Restricted
        Stock Awards, including, but not limited to, rules pertaining to the
        termination of employment (by retirement, disability, death or
        otherwise) of a Holder prior to expiration of the Restriction Period.

              (c) Payment for Restricted Stock. A Holder shall not be required
        to make any payment for Common Stock received pursuant to a Restricted
        Stock Award, except to the extent otherwise required by law and except
        that the Committee may, in its discretion, charge the Holder an amount
        in cash not in excess of the par value of the shares of Common Stock
        issued under the Plan to the Holder.

              (d) Miscellaneous. Nothing in this Article shall prohibit the
        exchange of shares issued under the Plan (whether or not then subject to
        a Restricted Stock Award) pursuant to a plan of reorganization for stock
        or securities in the Company or another corporation a party to the
        reorganization, but the stock or securities so received for shares then
        subject to the restrictions of a Restricted Stock Award shall become
        subject to the restrictions of such Restricted Stock Award. Any shares
        of stock received as a result of a stock split or stock dividend with
        respect to shares then subject to a Restricted Stock Award shall also
        become subject to the restrictions of the Restricted Stock Award.


                           X. PERFORMANCE SHARE AWARDS

              (a) Performance Period. The Committee shall establish, with
        respect to and at the time of each Performance Share Award, a
        performance period over which the performance applicable to the
        Performance Share Award of the Holder shall be measured.

              (b) Performance Share Awards. Each Performance Share Award may
        have a maximum value established by the Committee at the time of such
        Award.



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              (c) Performance Measures. A Performance Share Award may be awarded
        to an employee contingent upon future performance of the employee, the
        Company or any Subsidiary, division or department thereof by or in which
        he is employed during the performance period, the Fair Market Value of
        Common Stock or the increase thereof during the performance period,
        combinations thereof, or such other provisions are the Committee may
        determine to be appropriate. The Committee shall establish the
        performance measures applicable to such performance prior to the
        beginning of the performance period but subject to such later revisions
        as the Committee shall deem appropriate to reflect significant,
        unforeseen events or changes.

              (d) Awards Criteria. In determining the value of Performance Share
        Awards, the Committee may take into account an employee's responsibility
        level, performance, potential, other Awards and such other
        considerations as it deems appropriate.

              (e) Payment. Following the end of the performance period, the
        Holder of a Performance Share Award shall be entitled to receive payment
        of an amount, not exceeding the maximum value of the Performance Share
        Award, if any, based on the achievement of the performance measures for
        such performance period, as determined by the Committee in its sole
        discretion. Payment of a Performance Share Award (i) may be made in
        cash, Common Stock or a combination thereof, as determined by the
        Committee in its sole discretion, (ii) shall be made in a lump sum or in
        installments as prescribed by the Committee in its sole discretion and
        (iii) to the extent applicable, shall be based on the Fair Market Value
        of the Common Stock on the payment date. If a payment of cash is to be
        made on a deferred basis, the Committee shall establish whether interest
        shall be credited, the rate thereof and any other terms and conditions
        applicable thereto.

              (f) Termination of Employment. The Committee shall determine the
        effect of termination of employment during the performance period on an
        employee's Performance Share Award.


                        XI. STOCK VALUE EQUIVALENT AWARD

              (a) Stock Value Equivalent Awards. Stock Value Equivalent Awards
        are rights to receive an amount equal to the Fair Market Value of shares
        of Common Stock or rights to receive an amount equal to any appreciation
        or increase in the Fair Market Value of Common Stock over a specified
        period of time, which vest over a period of time as established by the
        Committee, without payment of any amounts by the Holder thereof (except
        to the extent otherwise required by law) or satisfaction of any
        performance criteria or objectives. Each Stock Value Equivalent Award
        may have a maximum value established by the Committee at the time of
        such Award.

              (b) Award Period. The Committee shall establish, with respect to
        and at the time of each Stock Value Equivalent Award, a period over
        which the Award shall vest with respect to the Holder.

              (c) Awards Criteria. In determining the value of Stock Value
        Equivalent Awards, the Committee may take into account an employee's
        responsibility level, performance, potential, other Awards and such
        other considerations as it deems appropriate.

              (d) Payment. Following the end of the determined period for a
        Stock Value Equivalent Award, the Holder of a Stock Value Equivalent
        Award shall be entitled to receive payment of an amount, not exceeding
        the maximum value of the Stock Value Equivalent



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        Award, if any, based on the then vested value of the Award. Payment of a
        Stock Value Equivalent Award (i) shall be made in cash, (ii) shall be
        made in a lump sum or in installments as prescribed by the Committee in
        its sole discretion and (iii) shall be based on the Fair Market Value of
        the Common Stock on the payment date. Cash dividend equivalents may be
        paid during, or may be accumulated and paid at the end of, the
        determined period with respect to a Stock Value Equivalent Award, as
        determined by the Committee. If payment of cash is to be made on a
        deferred basis, the Committee shall establish whether interest shall be
        credited, the rate thereof and any other terms and conditions applicable
        thereto.

              (e) Termination of Employment. The Committee shall determine the
        effect of termination of employment during the applicable vesting period
        of an employee's Stock Value Equivalent Award.


                     XII. RECAPITALIZATION OR REORGANIZATION

              (a) Except as hereinafter otherwise provided, Options, Stock
        Appreciation Rights, Restricted Stock Awards, Performance Share Awards,
        Stock Value Equivalent Awards and any agreements evidencing such Awards
        shall be subject to adjustment by the Committee at its discretion as to
        the number and price of shares of Common Stock or other consideration
        subject to such Awards in the event of changes in the outstanding Common
        Stock by reason of stock dividends, stock splits, recapitalizations,
        reorganizations, mergers, consolidations, combinations, exchanges or
        other relevant changes in capitalization occurring after the date of the
        grant of any such Options or Awards.

              (b) The existence of the Plan and the Awards granted hereunder
        shall not affect in any way the right or power of the Board or the
        stockholders of the Company to make or authorize any adjustment,
        recapitalization, reorganization or other change in the Company's
        capital structure or its business, any merger or consolidation of the
        Company, any issue of debt or equity securities having any priority or
        preference with respect to or affecting Common Stock or the rights
        thereof, the dissolution or liquidation of the Company or any sale,
        lease, exchange or other disposition of all or any part of its assets or
        business or any other corporate act or proceeding.

              (c) The shares with respect to which Options may be granted are
        shares of Common Stock as presently constituted but if, and whenever,
        prior to the expiration of an Option theretofore granted, the Company
        shall effect a subdivision or consolidation of shares of Common Stock or
        the payment of a stock dividend on Common Stock without receipt of
        consideration by the Company, the number of shares of Common Stock with
        respect to which such Option may thereafter be exercised (i) in the
        event of an increase in the number of outstanding shares shall be
        proportionately reduced, and (ii) in the event of a reduction in the
        number of outstanding shares shall be proportionately reduced, and the
        purchase price per share shall be proportionately increased.

              (d) If the Company recapitalizes or otherwise changes its capital
        structure, thereafter upon any exercise of an Option theretofore granted
        the Optionee shall be entitled to purchase under such Option, in lieu of
        the number of shares of Common Stock as to which such Option shall then
        be exercisable, the number and class of shares of stock and securities,
        and the cash and other property to which the Optionee would have been
        entitled pursuant to the terms of the recapitalization if, immediately
        prior to such recapitalization, the Optionee had been the holder of such
        record of the number of shares of Common Stock then covered by such
        Option.



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              (e) In the event of a Corporate Change, then no later than (i) two
        business days prior to any Corporate Change referenced in Clause (i),
        (ii), (iii) or (v) of the definition thereof or (ii) ten business days
        after any Corporate Change referenced in Clause (iv) of the definition
        thereof, the Committee, acting in its sole discretion without the
        consent or approval of any Optionee, shall act to effect one or more of
        the following alternatives with respect to outstanding Options which
        acts may vary among individual Optionees and, with respect to acts taken
        pursuant to Clause (i) above, may be contingent upon effectuation of the
        Corporate change: (A) accelerate the time at which Options then
        outstanding may be exercised so that such Options may be exercised in
        full for a limited period of item on or before a specified date (before
        or after such Corporate Change) fixed by the Committee, after which
        specified date all unexercised Options and all rights of Optionees
        thereunder shall terminate, (B) require the mandatory surrender to the
        Company by selected Optionees of some or all of the outstanding Options
        held by such Optionees (irrespective of whether such Options are then
        exercisable under the provisions of the Plan) as of a date (before or
        after such Corporate Change) specified by the Committee, in which event
        the Committee shall thereupon cancel such Options and pay to each
        Optionee an amount of cash per share equal to the excess, if any, of the
        Change of Control Value of the shares subject to such Option over the
        exercise price(s) under such Options for such shares, (C) make such
        adjustments to Options then outstanding as the Committee deems
        appropriate to reflect such Corporate Change (provided, however, that
        the Committee may determine in its sole discretion that no adjustment is
        necessary to Options then outstanding) or (D) provide that thereafter
        upon any exercise of an Option theretofore granted the Optionee shall be
        entitled to purchase under such Option, in lieu of the number of shares
        of Common Stock as to which such Option shall then be exercisable, the
        number and class of shares of stock or other securities or property
        (including, without limitation, cash) to which the Optionee would have
        been entitled pursuant to the terms of the agreement of merger,
        consolidation or sale of assets or plan of liquidation and dissolution
        if, immediately prior to such merger, consolidation or sale of assets or
        any distribution in liquidation and dissolution of the Company, the
        Optionee had been the holder of record of the number of shares of Common
        Stock then covered by such Option.

              (f) In the event of a Corporate Change, then no later than (i) two
        business days prior to any Corporate Change referenced in Clause (i),
        (ii), (iii) or (v) of the definition thereof or (ii) ten business days
        after any Corporate Change referenced in Clause (iv) of the definition
        thereof, the Committee, acting in its sole discretion without the
        consent or approval of any Holder of a Stock Appreciation Right, shall
        effect one or more of the following alternatives with respect to
        outstanding Stock Appreciation Rights which acts may vary among
        individual Holders, may vary among Stock Appreciation Rights held by
        individual Holders and, with respect to acts taken pursuant to Clause
        (ii) above, may be contingent upon effectuation of the Corporate Change:
        (A) accelerate the time at which Stock Appreciation Rights then
        outstanding may be exercised so that such Stock Appreciation Rights may
        be exercised in full for a limited period of time on or before a
        specified date (before or after such Corporate Change) fixed by the
        Committee, after which specified date all unexercised Stock Appreciation
        Rights and all rights of Holders thereunder shall terminate, (B) require
        the mandatory surrender to the Company by selected Holders of Stock
        Appreciation Rights of some or all of the outstanding Stock Appreciation
        Rights held by such Holders (irrespective of whether such Stock
        Appreciation Rights are then exercisable under the provisions of the
        Plan) as of a date (before or after such Corporate Change) specified by
        the Committee, in which event the Committee shall thereupon cancel such
        Stock Appreciation Rights and pay to each Holder an amount of cash equal
        to the Spread with respect to such Stock



                                      -10-
<PAGE>
        Appreciation Rights with the Fair Market Value of the Common Stock at
        such time to be deemed to be the Change of Control Value or (C) make
        such adjustments to Stock Appreciation Rights then outstanding as the
        Committee deems appropriate to reflect such Corporate Change (provided,
        however, that the Committee may determine in its sole discretion that no
        adjustment is necessary to Stock Appreciation Rights then outstanding).

              (g) Except as hereinbefore expressly provided, the issuance by the
        Company of shares of stock of any class or securities convertible into
        shares of stock of any class, for cash, property, labor or services,
        upon direct sale, upon the exercise of rights or warrants to subscribe
        therefore, or upon conversion of shares or obligations of the Company
        convertible into such shares or other securities, and in any case
        whether or not for fair value, shall not affect, and no adjustment by
        reason thereof shall be made with respect to, the number of shares of
        Common Stock subject to Options or Stock Appreciation Rights theretofore
        granted, the purchase price per share of Common Stock subject to Options
        or the calculation of the Spread with respect to Stock Appreciation
        Rights.

              (h) Plan provisions to the contrary notwithstanding, with respect
        to any Stock Value Equivalent Awards which have been approved but which
        are unpaid at the time a Corporate Change occurs, the Committee may, in
        its sole discretion, provide (i) for full vesting of such Awards as of
        the date of such Corporate Change and (ii) for payment of the then value
        of such Awards as soon as administratively feasible following the
        Corporate Change with the value of such Awards to be based on the Change
        of Control Value of the Common Stock.

              (i) Plan provisions to the contrary notwithstanding, with respect
        to any Performance Share Awards which have been approved but which are
        unpaid at the time a Corporate Change occurs, the Committee may, in its
        sole discretion, provide (i) for full vesting of such Awards as of the
        date of such Corporate Change, (ii) for payment of the then value of
        such Awards as soon as administratively feasible following the Corporate
        Change, with the value of such Awards to be based, to the extent
        applicable, on the Change of Control Value of the Common Stock, (iii)
        that any provisions in Awards regarding forfeiture of unpaid Awards
        shall not be applicable from and after a Corporate Change with respect
        to Awards made prior to such Corporate Change and (iv) that all
        performance measures applicable to unpaid Awards at the time of a
        Corporate Change shall be deemed to have been satisfied in full during
        the performance period upon the occurrence of such Corporate Change.

              (j) Plan provisions to the contrary notwithstanding, with respect
        to any Restricted Stock Awards outstanding at the time a Corporate
        Change occurs, the Committee may, in its sole discretion, provide (i)
        for full vesting of all Common Stock awarded to the Holders pursuant to
        such Restricted Stock Awards as of the date of such Corporate Change and
        (ii) that all restrictions applicable to such Restricted Stock Award
        shall terminate as of such date.


                   XIII. AMENDMENT OR TERMINATION OF THE PLAN

        The Board in its discretion may terminate the Plan or alter or amend the
Plan or any part thereof from time to time; provided that no change in any Award
therefore granted may be made which would impair the rights of the Holder
without the consent of the Holder, and provided further, that the Board may not,
without approval of the Stockholders, amend the Plan:

              (a)   to increase the aggregate number of shares which may be
                    issued pursuant to the provisions of the Plan on exercise or
                    surrender of Options or Stock Appreciation



                                      -11-
<PAGE>

                    Rights or pursuant to Restricted Stock Awards or Performance
                    Share Awards, except as provided in Article XII;

              (b)   to change the minimum Option price;

              (c)   to change the class of employees eligible to receive Awards
                    or increase materially the benefits accruing to employees
                    under the Plan;

              (d)   to extend the maximum period during which Awards may be
                    granted under the Plan;

              (e)   to modify materially the requirements as to eligibility for
                    participation in the Plan; or

              (f)   to decrease any authority granted to the Committee hereunder
                    in contravention of Rule 16b-3.


                                   XIV. OTHER

              (a) No Right to an Award. Neither the adoption of the Plan nor any
        action of the Board or of the Committee shall be deemed to give an
        employee any right to be granted an Option to purchase Common Stock, a
        Stock Appreciation Right, a right to a Restricted Stock Award or a right
        to a Performance Share Award or Stock Value Equivalent Award or any
        other rights hereunder except as may be evidenced by an Award or by an
        Option Agreement duly executed on behalf of the Company, and then only
        to the extent of and on the terms and conditions expressly set forth
        therein. The Plan shall be unfunded. The Company shall not be required
        to establish any special or separate fund or to make any other
        segregation of funds or assets to assure the payment of any Award.

              (b) No Employment Rights Conferred. Nothing contained in the Plan
        or in any Award made hereunder shall (i) confer upon any employee any
        right with respect to continuation of employment with the Company or any
        Subsidiary or (ii) interfere in any way with the right of the Company or
        any Subsidiary to terminate his or her employment at any time.

              (c) Other Laws; Withholding. The Company shall not be obligated to
        issue any Common Stock pursuant to any Award granted under the Plan at
        any time when the offering of the shares covered by such Award has not
        been registered under the Securities Act of 1933 and such other state
        and federal laws, rules or regulations as the Company or the Committee
        deems applicable and, in the opinion of legal counsel for the Company,
        there is no exemption from the registration requirements of such laws,
        rules or regulations available for the issuance and sale of such shares.
        No fractional shares of Common Stock shall be delivered, nor shall any
        cash in lieu of fractional shares be paid. The Company shall have the
        right to deduct in connection with all Awards any taxes required by law
        to be withheld and to require any payments necessary to enable it to
        satisfy its withholding obligations. The Committee may permit the Holder
        of an Award to elect to surrender, or authorize the Company to withhold,
        shares of Common Stock (valued at their Fair Market Value on the date of
        surrender or withholding of such shares) in satisfaction of the
        Company's withholding obligation, subject to such restrictions as the
        Committee deems necessary to satisfy the requirements of Rule 16b-3.

              (d) No Restriction of Corporate Action. Nothing contained in the
        Plan shall be construed to prevent the Company or any Subsidiary from
        taking any corporate action which is deemed by the Company or such
        Subsidiary to be appropriate or in its best interest,



                                      -12-
<PAGE>

        whether or not such action would have an adverse effect on the Plan or
        any Award made under the Plan. No employee, beneficiary or other person
        shall have any claim against the Company or any Subsidiary as a result
        of such action.

              (e) Restrictions on Transfer. An Award shall not be transferable
        otherwise than by will or the laws of the descent and distribution and
        shall be exercisable during the lifetime of the Holder only by such
        Holder or the Holder's guardian or legal representative. The Option
        Agreement, Stock Appreciation Rights Agreement or other written
        instrument evidencing an Award shall specify the effect of the death of
        the Holder on the Award.

              (f) Rule 16b-3. It is intended that the Plan and any grant of an
        Award made to a person subject to Section 16 of the Exchange Act meet
        all of the requirements of Rule 16b-3. If any provisions of the Plan or
        any such Award would disqualify the Plan or such Award under, or would
        otherwise not comply with Rule 16b-3, such provision or Award shall be
        construed or deemed amended to conform to Rule 16b-3.

              (g) Governing Law. This Plan shall be construed in accordance with
        the laws of the State of Delaware, except to the extent that it
        implicates matters which are the subject of the General Corporation Law
        of the State Delaware which matters shall be governed by the latter law.



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