EXHIBIT 10.24
                              
           ATLANTIC COAST AIRLINES HOLDINGS, INC.
                  1995 STOCK INCENTIVE PLAN
     
       (AS AMENDED AS OF MAY 5, 1998, AND ADJUSTED TO
              REFLECT MAY 15, 1998 STOCK SPLIT)
     
     SECTION 1.  Purpose of the Plan.  The purpose of this
1995 Stock Incentive Plan effective October 18, 1995
("Plan") is to encourage ownership of common stock, $.01 par
value ("Common Stock"), of Atlantic Coast Airlines Holdings,
Inc., a Delaware corporation (the "Company"), by eligible
key employees and directors of the Company and its
Affiliates (as defined below) and to provide increased
incentive for such employees and directors to render
services and to exert maximum effort for the business
success of the Company through grants of options and other
stock-based awards.  In addition, the Company expects that
the Plan will further strengthen the identification of
employees and directors with the stockholders.  Options
granted under this Plan may be intended to qualify as
Incentive Stock Options ("ISOs") pursuant to Section 422 of
the Internal Revenue Code of 1986, as amended ("Code"), or
may be options which are not intended to qualify as ISOs
("Nonqualified Options"), either or both as provided in the
agreements evidencing the options as provided in Section 6
hereof.  As used in this Plan, the term "Affiliates" means
any "parent corporation" of the Company and any "subsidiary
corporation" of the Company within the meaning of Code
Sections 424(e) and (f), respectively.
     
     SECTION 2.  Administration of the Plan.
     
          (a)  Composition of Committee.  The Plan shall be
     administered by one or more committees of the Board
     (any such committee, the "Committee").  If no persons
     are designated by the Board to serve on the Committee,
     the Plan shall be administered by the Board and all
     references herein to the Committee shall refer to the
     Board.  The Board shall have the discretion to appoint,
     add, remove or replace members of the Committee, and
     shall have the sole authority to fill vacancies on the
     Committee.  Unless otherwise provided by the Board:
     (i) with respect to any Award (as defined in Section 7)
     for which such is necessary and desired for such Award
     to be exempted by Rule 16b-3 of the Exchange Act, the
     Committee shall consist of two or more directors, each
     of whom is a "disinterested person" (as such term is
     defined in Rule 16b-3 promulgated under the Exchange
     Act, as such Rule may be amended from time to time),
     (ii) with respect to any Award that is intended to
     qualify as "performance based compensation" under
     Section 162(m) of the Code, the Committee shall consist
     of two or more directors, each of whom is an "outside
     director" (as such term is defined under Section 162(m)
     of the Code), and (iii) with respect to any other
     Award, the Committee shall consist of one or more
     directors (any of whom also may be a Participant (as
     defined in Section 4) who has been granted or is
     eligible to be granted Awards under the Plan).
          
          (b)  Committee Action.  The Committee shall hold
     its meetings at such times and places as it may
     determine.  A majority of its members shall constitute
     a quorum, and all determinations of the Committee shall
     be made by not less than a majority of its members.
     Any decision or determination reduced to writing and
     signed by a majority of the members shall be fully as
     effective as if it had been made by a majority vote of
     its members at a meeting duly called and held.  The
     Committee may designate the Secretary of the Company or
     other Company employees to assist the Committee in the
     administration of the Plan, and may grant authority to
     such persons to execute Award agreements or other
     documents on behalf of the Committee and the Company.
          
          (c)  Committee Expenses.  All expenses and
     liabilities incurred by the Committee in the
     administration of the Plan shall be borne by the
     Company.  The Committee may employ attorneys,
     consultants, accountants or other persons.
          
          (d)  Powers of the Committee.  Subject to the
     express provisions of this Plan, the Committee shall be
     authorized and empowered to do all things necessary or
     desirable in connection with the administration of this
     Plan with respect to the Awards over which such
     Committee has authority, including, without limitation,
     the following:
          
               (i)  prescribe, amend and rescind rules
          and regulations relating to this Plan;
               
               (ii) determine which persons are
          Participants and to which of such Participants,
          if any, and when options and/or other Awards
          shall be granted hereunder;
               
               (iii) to prescribe and amend the terms of
          the Award agreements (which need not be
          identical);
               
               (iv) to make all other determinations
          deemed necessary or advisable for the
          administration of the Plan;
               
               (v)  determine whether, and the extent to
          which adjustments are required pursuant to
          Section 7(e) hereof; and
               
               (vi) interpret and construe this Plan, any
          rules and regulations under the Plan and the
          terms and conditions of any Award granted
          hereunder.
               
     SECTION 3.  Stock Reserved for the Plan.  Subject to
adjustment as provided in Section 7(e) hereof, the aggregate
number of shares of Common Stock that may be issued and
issuable pursuant to all Awards (including Incentive Stock
Options) granted under the Plan is 2,500,000 and such number
of shares shall be and is hereby reserved for sale for such
purpose.  The aggregate number of Shares subject to Awards
granted during any calendar year to any one Participant
(including the number of shares involved in Awards having a
value derived from the value of Shares) shall not exceed
750,000.  The shares subject to the Plan shall consist of
authorized but unissued shares of Common Stock or previously
issued and reacquired shares of Common Stock.  Any of such
shares which may remain unsold and which are not subject to
outstanding options at the termination of the Plan shall
cease to be reserved for the purpose of the Plan, but until
termination of the Plan or the termination of the last of
the options granted under the Plan, whichever last occurs,
the Company shall at all times reserve a sufficient number
of shares to meet the requirements of the Plan.  The
aggregate number of Shares issued under this Plan at any
time shall equal only the number of shares actually issued
upon exercise or settlement of an Award and not returned to
the Company upon forfeiture of an Award or in payment or
satisfaction of the purchase price, exercise price or tax
withholding obligation of an Award.
     
     SECTION 4.  Eligibility.  The persons eligible to
participate in the Plan as a recipient of Awards
("Participant") shall include only key employees and
directors of the Company or its Affiliates at the time the
Award is granted; provided, however, the members of the
Committee shall not be eligible to be granted Awards if the
Company is governed by Rule 16b-3 as in effect on April 31,
1994.  An employee who has been granted an option hereunder
may be granted an additional option or options, if the
Committee shall so determine.
     
     SECTION 5.  Grant of Options.
     
          (a)  Committee Discretion.  The Committee shall
     have sole and absolute discretionary authority (i) to
     determine, authorize, and designate those key employees
     and directors of the Company or its Affiliates who are
     to receive options under the Plan (each, an
     "Optionee"), (ii) to determine the number of shares of
     Common Stock to be covered by such options and the
     terms thereof, and (iii) to determine the type of
     option granted:  ISO, Nonqualified Option or a
     combination of ISO and Nonqualified Options; provided
     that a non-employee director may not receive any ISOs.
     The Committee shall thereupon grant options in
     accordance with such determinations as evidenced by a
     written option agreement.
          
          (b)  Limitation on Incentive Stock Options.
     Except as described in Section 6(i), the aggregate fair
     market value (determined in accordance with
     Section 6(b) of this Plan at the time the option is
     granted) of the Common Stock with respect to which
     options intended to qualify as ISOs may be exercisable
     for the first time by any Optionee during any calendar
     year under all such plans of the Company and its
     Affiliates shall not exceed $100,000.
          
     SECTION 6.  Terms and Conditions.  Each option granted
under the Plan shall be evidenced by an agreement, in a form
approved by the Committee, which shall be subject to the
following express terms and conditions and to such other
terms and conditions as the Committee may deem appropriate.
     
          (a)  Option Period.  The Committee shall promptly
     notify the Optionee of the option grant and a written
     agreement shall promptly be executed and delivered by
     and on behalf of the Company and the Optionee, provided
     that the option grant shall expire if a written
     agreement is not signed by said Optionee (or his agent
     or attorney) and returned to the Company within 60 days
     from date of receipt by the Optionee of such agreement.
     Each option agreement shall specify the period for
     which the option thereunder is granted (which in no
     event shall exceed ten years from the date of grant)
     and shall provide that the option shall expire at the
     end of such period.  If the original term of an option
     is less than ten years from the date of grant, the
     option may be amended prior to its expiration, with the
     approval of the Committee and the Optionee, to extend
     the term so that the term as amended is not more than
     ten years from the date of grant.  However, in the case
     of an ISO granted to an individual who, at the time of
     grant, owns stock possessing more than 10 percent of
     the total combined voting power of all classes of stock
     of the Company or its Affiliate ("Ten Percent
     Stockholder"), such period shall not exceed five years
     from the date of grant.
          
          (b)  Option Price.  The purchase price of each
     share of Common stock subject to each option granted
     pursuant to the Plan shall be determined by the
     Committee at the time the option is granted and, in the
     case of options intended to qualify as ISOs or as
     "performance based compensation" for purposes of
     Section 162(m) of the Code, shall not be less than 100%
     of the fair market value of a share of Common Stock on
     the date the option is granted, as determined by the
     Committee.  In the case of an ISO granted to a Ten
     Percent Stockholder, the option price shall not be less
     than 110% of the fair market value of a share of Common
     Stock on the date the option is granted.  The purchase
     price of each share of Common Stock subject to a
     Nonqualified Option under this Plan shall be determined
     by the Committee prior to granting the option.  The
     Committee shall set the purchase price for each share
     subject to a Nonqualified Option at either the fair
     market value of each share on the date the option is
     granted, or at such other price as the Committee in its
     sole discretion shall determine.
          
          For all purposes under the Plan, the fair market
     value of a share of Common Stock on a particular date
     shall be determined by such manner as shall be approved
     by the Committee.  In the event 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.
          
          (c)  Exercise Period.  The Committee may provide
     in the option agreement that an option may be exercised
     in whole, immediately, or is to be exercisable in
     increments.  However, no portion of any option may be
     exercisable by an Optionee prior to the approval of the
     Plan by the stockholders of the Company.
          
          (d)  Procedure for Exercise.  Options shall be
     exercised by the delivery of written notice to the
     Secretary of the Company setting forth the number of
     shares with respect to which the option is being
     exercised.  Such notice shall be accompanied by payment
     of the exercise price for such number of shares, which
     may be paid in the form of cash, previously owned
     shares of capital stock of the Company, other property
     deemed acceptable by the Committee, a reduction in the
     amount of Common Stock or other property otherwise
     issuable pursuant to such option, or a promissory note
     of the Optionee or of a third party, the terms and
     conditions of which shall be determined by the
     Committee.  The notice shall specify the address to
     which the certificates for such shares are to be sent.
     Subject to satisfaction of any tax obligations pursuant
     to Section 11, an Optionee shall be deemed to be a
     stockholder with respect to shares covered by an option
     on the date the Company receives such written notice
     and such option payment.
     
     As promptly as practicable after receipt of such
     written notification and payment, the Company shall
     deliver to the Optionee certificates for the number of
     shares with respect to which such option has been so
     exercised; provided, however, that such delivery shall
     be deemed effected for all purposes when a stock
     transfer agent of the Company shall have deposited such
     certificates in the United States mail, addressed to
     the Optionee at the address specified pursuant to this
     Section 6(d).
          
          (e)  Termination of Employment.  In the event an
     employee to whom an option is granted ceases to be
     employed by the Company for any reason other than death
     or disability or if a director to whom an option is
     granted ceases to serve on the Board for any reason
     other than death or disability, any option previously
     granted to him may be exercised (to the extent he would
     have been entitled to do so at the date the employee
     ceases to be employed by the Company or a director
     ceases to serve on the Board) at any time and from time
     to time, within a thirty (30) day period after such
     date the employee ceases employment with the Company or
     the director ceases to serve on the Board; provided,
     however, the Committee, in its sole discretion, may
     (i) allow a longer period for exercise than thirty (30)
     days as stated in this paragraph or (ii) allow for the
     exercise of all or a part of those options not
     exercisable by the employee on account of his
     termination of employment or by the director on account
     of his cessation from service on the Board.
          
          (f)  Disability or Death of Optionee.  In the
     event of the determination of disability or the death
     of an Optionee under the Plan while he is employed by
     the Company or while he serves on the Board, the
     options previously granted to him may be exercised (to
     the extent he would have been entitled to do so at the
     date of the determination of disability or of death) at
     any time and from time to time, within a one year
     period after such determination of disability or death,
     by the former employee or director, the guardian of his
     estate, the executor or administrator of his estate or
     by the person or persons to whom his rights under the
     option shall pass by will or the laws of descent and
     distribution, but in no event may the option be
     exercised after its expiration under the terms of the
     option agreement.  An Optionee shall be deemed to be
     disabled if, in the opinion of a physician selected by
     the Committee, he is incapable of performing services
     for the Company of the kind he was performing at the
     time the disability occurred by reason of any medically
     determinable physical or mental impairment which can be
     expected to result in death or to be of long, continued
     and indefinite duration.  The date of determination of
     disability for purposes hereof shall be the date of
     such determination by such physician.  The Committee,
     in its sole discretion, may (i) allow a longer period
     for exercise than the one year period as stated in this
     paragraph or (ii) allow for the exercise of all or a
     part of those options not exercisable by the employee
     on account of his death or disability.
          
          (g)  Incentive Stock Options.  Each option
     agreement may contain such terms and provisions as the
     Committee may determine to be necessary or desirable in
     order to qualify an option designated as an ISO.
          
          (h)  No Rights as Stockholder.  No Optionee shall
     have any rights as a stockholder with respect to shares
     covered by an option until the option is exercised by
     the written notice, accompanied by payment as provided
     in clause (d) above, and any tax obligations are
     satisfied pursuant to Section 11.
          
          (i)  Extraordinary Corporate Transactions.  If the
     Company recapitalizes or otherwise changes its capital
     structure, or merges, consolidates, sells all of its
     assets or dissolves (each of the foregoing a
     "Fundamental Change"), then 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 to which
     the Optionee would have been entitled pursuant to the
     terms of the Fundamental Change if, immediately prior
     to such Fundamental Change, the Optionee had been the
     holder of record of the number of shares of Common
     Stock as to which such option is then exercisable.  For
     purposes of the Plan and Options granted under the
     Plan, the term "Corporate Change" shall mean (i) any
     merger or consolidation in which the Company shall not
     be the surviving entity (or survives only as a
     subsidiary of another entity whose shareholders did not
     own all or substantially all of the Company's Common
     Stock immediately prior to such transaction), (ii) the
     sale of all or substantially all of the Company's
     assets to any other person or entity (other than a
     wholly-owned subsidiary), (iii) the acquisition of
     beneficial ownership or control of (including, without
     limitation, power to vote) more than 50% of the
     outstanding shares of Common Stock by any person or
     entity (including a "group" as defined by or under
     Section 13(d)(3) of the Exchange Act), (iv) the
     dissolution or liquidation of the Company, (v) a
     contested election of directors, as a result of which
     or in connection with which the persons who were
     directors of the Company before such election or their
     nominees cease to constitute a majority of the Board,
     or (vi) any other event specified by the Committee,
     regardless of whether at the time an Option is granted
     or thereafter.  The Committee may provide, either at
     the time an Option is granted or thereafter, that a
     Corporate Change shall have such effect as specified by
     the Committee, or no effect, as the Committee in its
     sole discretion may provide.  Without limiting the
     foregoing, the Committee may but need not provide,
     either at the time an Option is granted or thereafter,
     that if a Corporate Change occurs, then effective as of
     a date selected by the Committee, the Committee (which
     for purposes of the Corporate Changes described in
     (iii) and (v) above shall be the Committee as
     constituted prior to the occurrence of such Corporate
     Change) acting in its sole discretion without the
     consent or approval of any Optionee, will effect one or
     more of the following alternatives or combination of
     alternatives with respect to all outstanding options
     (which alternatives may be conditional on the
     occurrence of such of the Corporate Change specified in
     clause (i) through (v) above which gives rise to the
     Corporate Change and which may vary among individual
     Optionees):  (1) in the case of a Corporate Change
     specified in clauses (i), (ii) or (iv), accelerate the
     time at which options then outstanding may be exercised
     in full for a limited period of time on or before a
     specified date (which will permit the Optionee to
     participate with the Common Stock received upon
     exercise of such option in the event of a Corporate
     Change specified in clauses (i), (ii) or (iv), as the
     case may be) fixed by the Committee, after which
     specified date all unexercised options and all rights
     of Optionees thereunder shall terminate, (2) accelerate
     the time at which options then outstanding may be
     exercised so that such options may be exercised in full
     for their then remaining term, or (3) require the
     mandatory surrender to the Company of outstanding
     options held by such Optionee (irrespective of whether
     such options are then exercisable under the provisions
     of the Plan) as of a date, before or not later than
     sixty days after such Corporate Change, specified by
     the Committee, and in such event the Committee shall
     thereupon cancel such options and the Company shall pay
     to each Optionee an amount of cash equal to the excess
     of the fair market value of the aggregate shares
     subject to such option over the aggregate option price
     of such shares; provided, however, the Committee shall
     not select an alternative (unless consented to by the
     Optionee) that, if the Optionee exercised his
     accelerated options pursuant to alternative 1 or 2 and
     participated in the transaction specified in clause
     (i), (ii) or (iv) or received cash pursuant to
     alternative 3, would result in the Optionee's owing any
     money by virtue of operation of Section 16(b) of the
     Exchange Act.  If all such alternatives have such a
     result, the Committee shall take such action, which is
     hereby authorized, to put such Optionee in as close to
     the same position as such Optionee would have been in
     had alternative 1, 2 or 3 been selected but without
     resulting in any payment by such Optionee pursuant to
     Section 16(b) of the Exchange Act.  Notwithstanding the
     foregoing, with the consent of the Optionee, the
     Committee may in lieu of the foregoing make such
     provision with respect of any Corporate Change as it
     deems appropriate.
          
          (j)  Acceleration of Options.  Except as herein
     expressly provided, (i) the issuance by the Company of
     shares of stock of any class of 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 therefor, or upon
     conversion of shares or obligations of the Company
     convertible into such shares or other securities,
     (ii) the payment of a dividend in property other than
     Common Stock, or (iii) the occurrence of any similar
     transaction, 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 theretofore
     granted or the purchase price per share, unless the
     Committee shall determine in its sole discretion that
     an adjustment is necessary to provide equitable
     treatment to Optionee.  Notwithstanding anything to the
     contrary contained in this Plan, the Committee may in
     its sole discretion accelerate the time at which any
     option may be exercised, including, but not limited to,
     upon the occurrence of the events specified in this
     Section 6, and is authorized at any time (with the
     consent of the Optionee) to purchase options from an
     Optionee.
          
          (k)  Stockholders Agreement.  The Committee shall
     provide in the option agreement that prior to receiving
     any shares of Common Stock or other securities on the
     exercise of the option, the Optionee (or the Optionee's
     representative upon the Optionee's death) shall be
     required to execute the Company's Stockholders
     Agreement.
          
     SECTION 7.  Other Provisions of Options and Other
Awards.
     
          (a)  Awards.  The terms upon which an award under
     this Plan (an "Award") is granted shall be evidenced by
     a written agreement executed by the Company and the
     Participant to whom such Award is granted.  Awards that
     are granted under this Plan are not restricted to any
     specified form or structure and may include, without
     limitation, stock options as provided in Sections 5 and
     6, sales or bonuses of stock, restricted stock, reload
     stock options, stock purchase warrants, other rights to
     acquire stock, securities convertible into or
     redeemable for stock, stock appreciation rights,
     limited stock appreciation rights, phantom stock,
     dividend equivalents, performance units or performance
     shares, or any other arrangement that involves or might
     involve the issuance of Common Stock or a right or
     interest with a value based on the value of the Common
     Stock, and an Award may consist of one such security or
     benefit, or consist of or be amended to include two or
     more of them in tandem or in the alternative.
          
          (b)  Powers of the Committee.  Subject to the
     provisions of this Plan, the Committee shall have sole
     and absolute discretionary authority (i) to determine,
     authorize and designate those Participants who are to
     receive Awards under the Plan, (ii) to determine the
     number of shares of Common Stock subject to any such
     Award, and (iii) at any time to cancel an Award with
     the consent of the holder and grant a new Award to such
     holder in lieu thereof, which new Award may be for a
     greater or lesser number of Shares and may have a
     higher or lower exercise or settlement price.
          
          (c)  Terms of Awards.  Subject to the provisions
     of this Plan, the Committee, in its sole and absolute
     discretion, shall determine all of the terms and
     conditions of each Award granted under this Plan, which
     terms and conditions may include, among other things:
          
               (i)  provisions permitting the Committee
          to allow or require the recipient of such
          Award, or permitting any such recipient the
          right, to pay the purchase price of the shares
          or other property issuable pursuant to such
          Award, in whole or in part, by any one or more
          of the means permitted for the payment of the
          exercise price of options under Section 6(d);
               
               (ii) provisions specifying the purchase,
          exercise or settlement price for any Award, or
          specifying the method by which such price is
          determined, provided that the exercise or
          settlement price of any stock appreciation
          right or similar Award that is intended to
          qualify as "performance based compensation" for
          purposes of Section 162(m) of the Code shall be
          not less than the fair market value of a share
          of Common Stock on the date such Award is
          granted;
               
               (iii)     provisions relating to the
          exercisability and/or vesting of Awards, lapse
          and non-lapse restrictions upon the shares
          obtained or obtainable under Awards or under
          the Plan and the termination, expiration and/or
          forfeiture of Awards, which provisions may but
          need not be conditioned upon the passage of
          time, continued employment or service on the
          Board, the satisfaction of performance
          criteria, the occurrence of certain events
          (including events which the Board or the
          Committee determine constitute a change of
          control), or other factors; and/or
               
               (iv) provisions conditioning or
          accelerating the grant of an Award or the
          receipt of benefits pursuant to such Award,
          either automatically or in the discretion of
          the Committee, upon the occurrence of specified
          events, including, without limitation, the
          achievement of performance goals, the exercise
          or settlement of a previous Award, the
          satisfaction of an event or condition within
          the control of the recipient of the Award or
          within the control of others, a change of
          control of the Company, an acquisition of a
          specified percentage of the voting power of the
          Company, the dissolution or liquidation of the
          Company, a sale of substantially all of the
          property and assets of the Company or an event
          of the type described in Section 6(i) hereof.
               
          (d)  Assignability.  Unless otherwise provided by
     the Committee, (i) an Award (including an option) shall
     not be assignable or otherwise transferable except by
     will or by the laws of descent and distribution or
     pursuant to a domestic relations order, and (ii) during
     the lifetime of a Participant, an Award (including an
     option) shall be exercisable only by him.
          
          (e)  Changes in Company's Capital Structure.  The
     existence of outstanding Awards (including any options)
     shall not affect in any way the right or power of the
     Company or its stockholders to make or authorize any or
     all adjustments, recapitalizations, reorganizations,
     exchanges, or other changes in the Company's capital
     structure or its business, or any merger or
     consolidation of the Company, or any issuance of Common
     Stock or other securities or subscription rights
     thereto, or any issuance of bonds, debentures,
     preferred or prior preference stock ahead of or
     affecting the Common Stock or the rights thereof, or
     the dissolution or liquidation of the Company, or any
     sale or transfer of all or any part of its assets or
     business, or any other corporate act or proceeding,
     whether of a similar character or otherwise.  However,
     if the outstanding shares of Common Stock or other
     securities of the Company, or both, for which the Award
     is then exercisable or as to which the Award is to be
     settled shall at any time be changed or exchanged by
     declaration of a stock dividend, stock split,
     combination of shares, recapitalization, or
     reorganization, the number and kind of shares of Common
     Stock or other securities which are subject to the Plan
     or subject to any Awards theretofore granted, and the
     exercise or settlement prices, shall be appropriately
     and equitably adjusted so as to maintain the
     proportionate number of shares or other securities
     without changing the aggregate exercise or settlement
     price, provided, however, that such adjustment shall be
     made only to the extent that such will not affect the
     status of any Award intended to qualify as an ISO or as
     "performance based compensation" under Section 162(m)
     of the Code.
          
     SECTION 8.  Amendments or Termination.  The Board may
amend, alter or discontinue the Plan, but no amendment or
alteration shall be made which would impair the rights of
any Award holder, without his consent, under any Award
theretofore granted.  Notwithstanding the foregoing, if an
amendment to the Plan would affect the ability of Awards
granted under the Plan to comply with Rule 16b-3 under the
Exchange Act or Section 422 or 162(m) or other applicable
provisions of the Code, the amendment shall be approved by
the Company's stockholders to the extent required to comply
with Rule 16b-3 under the Exchange Act, Section 422 or
Section 162(m) of the Code, or other applicable provisions
of or rules under the Code.
     
     SECTION 9.  Compliance With Other Laws and Regulations.
The Plan, the grant and exercise of Awards thereunder, and
the obligation of the Company to sell, issue or deliver
shares under such Awards, shall be subject to all applicable
federal and state laws, rules and regulations and to such
approvals by any governmental or regulatory agency as may be
required.  The Company shall not be required to issue or
deliver any certificates for shares of Common Stock prior to
the completion of any registration or qualification of such
shares under any federal or state law or issuance of any
ruling or regulation of any government body which the
Company shall, in its sole discretion, determine to be
necessary or advisable.  Any adjustments provided for in
Section 6(i), Section (6)(j) and Section 7(e) shall be
subject to any shareholder action required by Delaware
corporate law.  This Plan is intended to constitute an
unfunded arrangement for a select group of management or
other key employees.
     
     SECTION 10.  Purchase for Investment.  Unless the
Awards and shares of Common Stock covered by this Plan have
been registered under the Securities Act of 1933, as
amended, or the Company has determined that such
registration is unnecessary, each person exercising an
option or other Award or receiving Common Stock pursuant to
any Award under this Plan may be required by the Company to
give a representation in writing that he is acquiring such
shares for his own account for investment and not with a
view to, or for sale in connection with, the distribution of
any part thereof.
     
     SECTION 11.  Taxes.
     
          (a)  The Company may make such provisions or
     impose such conditions as it may deem appropriate for
     the withholding or payment by the Participant of any
     taxes which it determines are required in connection
     with any Awards granted under this Plan.
          
          (b)  Notwithstanding the terms of Paragraph 11(a),
     any Optionee or other Participant may pay all or any
     portion of the taxes required to be withheld by the
     Company or paid by him in connection with the exercise
     of a Nonqualified Option or the exercise, vesting or
     settlement of any other Award by electing to have the
     Company withhold shares of Common Stock, or by
     delivering previously owned shares of Common Stock,
     having a fair market value, determined in accordance
     with Paragraph 6(b), equal to the amount required to be
     withheld or paid.  Any such elections are subject to
     such conditions or procedures as may be established by
     the Committee and may be subject to disapproval by the
     Committee.
          
     SECTION 12.  Replacement of Options.  The Committee
from time to time may permit an Optionee under the Plan to
surrender for cancellation any unexercised outstanding
option and receive from the Company in exchange an option
for such number of shares of Common Stock as may be
designated by the Committee.  The Committee may, with the
consent of the person entitled to exercise any outstanding
option, amend such option, including reducing the exercise
price of any option to not less than the fair market value
of the Common Stock at the time of the amendment and
extending the term thereof.
     
     SECTION 13.  No Right to Company Employment.  Nothing
in this Plan or as a result of any Award granted pursuant to
this Plan shall confer on any individual any right to
continue in the employ of the Company or interfere in any
way with the right of the Company to terminate an
individual's employment at any time.  The Award agreements
may contain such provisions as the Committee may approve
with reference to the effect of approved leaves of absence.
     
     SECTION 14.  Liability of Company.  The Company and any
Affiliate which is in existence or hereafter comes into
existence shall not be liable to a Participant, an Optionee
or other persons as to:
     
          (a)  The Non-Issuance of Shares.  The non-issuance
     or sale of shares as to which the Company has been
     unable to obtain from any regulatory body having
     jurisdiction the authority deemed by the Company's
     counsel to be necessary to the lawful issuance and sale
     of any shares hereunder; and
          
          (b)  Tax Consequences.  Any tax consequence
     expected, but not realized, by any Participant,
     Optionee or other person due to the receipt, exercise
     or settlement of any option or other Award granted
     hereunder.
          
     SECTION 15.  Effectiveness and Expiration of Plan.  The
Plan shall be effective on the date the Board adopts the
Plan.  All Awards, including any options, granted under this
Plan are subject to, and may not be exercised before, the
approval of this Plan by the stockholders prior to the first
anniversary date of the effective date of the Plan, by the
affirmative vote of the holders of a majority of the
outstanding shares of the Company present, or represented by
proxy, and entitled to vote thereat or by written consent in
accordance with the laws of the State of Delaware; provided
that if such approval by the stockholders of the Company is
not forthcoming, all options or other Awards previously
granted under this Plan shall be void.  If the stockholders
of the Company fail to approve the Plan within twelve months
of the date the Board approved the Plan, the Plan shall
terminate and all options and other Awards previously
granted under the Plan shall become void and of no effect.
No option or other Award granted under this Plan shall have
a term of more than ten years from the date it is granted.
The Plan shall expire ten years after the effective date of
the Plan and thereafter no Awards shall be granted pursuant
to the Plan.
     
     SECTION 16.  Non-Exclusivity of the Plan.  Neither the
adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may
deem desirable, including without limitation, the granting
of restricted stock or stock options otherwise than under
the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.
     
     SECTION l7.  Governing Law.  This Plan and any
agreements hereunder shall be interpreted and construed in
accordance with the laws of the State of Delaware and
applicable federal law.