EXHIBIT A

                         THE ROBERT MONDAVI CORPORATION
                              AMENDED AND RESTATED
                           1993 EQUITY INCENTIVE PLAN

1. PURPOSE.

     (a) The  purpose of this Plan is to provide a means by which  selected  key
Employees of and  Consultants  to the Company and its Affiliates may be given an
opportunity  to  benefit  from  increases  in value of the stock of the  Company
through the granting of Stock Awards  including  (i) Stock  Options,  (ii) Stock
Appreciation  Rights,  (iii)  Performance  Grants,  (iv) Stock  Bonuses  and (v)
Restricted Stock or Restricted Stock Units, all as defined below.

     (b) The  Company,  by means of the Plan,  seeks to retain the  services  of
persons  who  are  now  Employees  of or  Consultants  to  the  Company  or  its
Affiliates,  to secure and retain the services of new Employees and Consultants,
and to provide  incentives  for such  persons to exert  maximum  efforts for the
success of the Company and its Affiliates.

     (c)  In the  discretion  of  the  Committee  to  which  responsibility  for
administration  of the Plan is  delegated  pursuant to Section 3, an Employee or
Consultant may be granted any Stock Award  permitted under the provisions of the
Plan,  and more than one Stock  Award may be  granted  to a  participant.  Stock
Awards  may be  granted  as  alternatives  to or  replacements  of Stock  Awards
outstanding under the Plan or any other awards outstanding under another plan or
arrangement  of the Company or an Affiliate.  All Stock Awards which are granted
as  Options  shall  be  separately   designated   Incentive   Stock  Options  or
Nonstatutory  Stock Options at the time of grant, and a separate  certificate or
certificates  will be issued for shares  purchased  on  exercise of each type of
Option.

2. DEFINITIONS.

     (a)  "Affiliate"  means any  parent  corporation,  subsidiary  corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f),  respectively,  of the Code or a  partnership,  joint  venture or other
entity in which the Company owns a substantial equity interest.

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

     (c) "Code" means the Internal Revenue Code of 1986, as amended.

     (d) "Committee" means the Compensation  Committee of the Board of Directors
or another  committee  appointed by the Board in accordance with subsection 3(c)
of the Plan.

     (e)  "Company"   means  The  Robert  Mondavi   Corporation,   a  California
corporation.

     (f)  "Consultant"  means any person,  including an advisor,  engaged by the
Company or an  Affiliate  to render  services  and who is  compensated  for such
services,  provided that the term  "Consultant"  shall not include Directors who
are paid only a director's fee by the Company or who are not  compensated by the
Company for their services as Directors.

     (g) "Continuous  Status as an Employee or Consultant" the employment or the
relationship as a Consultant is not interrupted or terminated. The Committee, in
its sole discretion,  may determine whether  Continuous Status as an Employee or
Consultant shall be considered interrupted in the case of (i) any approved leave
of absence,  including sick leave,  military leave, or any other personal leave,
or (ii)  transfers  between  locations of the Company or between the Company and
its Affiliates or their successors.



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     (h) "Director" means a member of the Board.

     (i) "Disability" means total and permanent disability as defined in Section
22(e)(3) of the Code.

     (j) "Employee" means any person, including Officers and Directors, employed
by the Company or any  Affiliate of the Company.  Neither  service as a Director
nor payment of a director's fee by the Company shall be sufficient to constitute
"employment" by the Company.

     (k)  "Exchange  Act" means the  Securities  and  Exchange  Act of 1934,  as
amended from time to time.

     (l) "Fair Market Value" means,  as of any date,  the value of the Company's
Class A Common Stock determined as follows:

          (1) Where there exists a public  market for the Class A Common  Stock,
the Fair  Market  Value  shall be (A) the  closing  price for a share of Class A
Common  Stock on the date of the  determination  (or,  if no  closing  price was
reported on that date,  on the last  trading  date on which a closing  price was
reported) on the stock  exchange  determined  by the Committee to be the primary
market for the Class A Common Stock or the Nasdaq National Market,  whichever is
applicable or (B) if the Class A Common Stock is not traded on any such exchange
or national market system,  the average of the closing bid and asked prices of a
share of Class A Common  Stock on the Nasdaq Small Cap Market on the date of the
determination  (or, if no such prices  were  reported on that date,  on the last
date on which such prices were reported),  in each case, as reported in The Wall
Street Journal or such other source as the Committee deems reliable; or

          (2) In the  absence  of an  established  market for the Class A Common
Stock of the type described in (1),  above,  the Fair Market Value thereof shall
be determined by the Committee in good faith.

     (m)  "Incentive  Stock  Option"  means an Option  intended to qualify as an
incentive  stock  option  within the  meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (n) "Nonstatutory  Stock Option" means an Option not intended to qualify as
an Incentive Stock Option.

     (o) "Officer"  means a person who is an "executive  officer" of the Company
within  the  meaning  of  Section  16 of the  Exchange  Act  and the  rules  and
regulations promulgated thereunder.

     (p) "Option" means a stock option granted pursuant to the Plan.

     (q) "Option Agreement" means a written agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. Each
Option Agreement shall be subject to the terms and conditions of the Plan.



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     (r) "Optioned  Shares" means that number of shares of Class A. Common Stock
of the Company subject to an Option.

     (s)  "Optionee"  means an Employee or Consultant  who holds an  outstanding
Option.

     (t) "Performance Criteria" means the various business criteria set forth in
Section 8(b).

     (u) "Performance  Grant" means a grant of shares of Class A Common Stock or
of a right to receive  shares of Class A Common Stock (or their cash  equivalent
or a  combination  of both) based on such  performance  goals,  factors or other
conditions,  restrictions or  contingencies as may be fixed by the Committee and
as set forth herein.

     (v) "Plan" means this 1993 Equity Incentive Plan.

     (w) "Restricted  Stock" and "Restricted  Stock Units" means Optioned Shares
awarded and held subject to the  restrictions set forth in Section 9, and rights
to receive  Restricted  Stock,  respectively.  In lieu of Restricted  Stock, the
Company may grant Restricted Stock Units.

     (x) "Rule 16b-3"  means Rule 16b-3 of the Exchange Act or any  successor to
Rule 16b-3 as in effect when  discretion is being  exercised with respect to the
Plan.

     (y) "Stock Appreciation Right" or "SAR" means the right of a participant to
receive, in cash, Class A Common Stock or Optioned Shares, the excess of (A) the
Fair Market Value of a specified number of shares of Class A Common Stock at the
time of exercise, over (B) an exercise price established by the Committee.

     (z) "Stock  Award" means any right  granted  under the Plan,  including any
Option,  Stock Appreciation Right,  Performance Grant, any Stock Bonus, an award
of Restricted  Stock or Restricted  Stock Units,  and any other  incentive-based
awards adopted pursuant to Section 15 of this Plan.

     (aa) "Stock Award Agreement" means a written  agreement between the Company
and a  holder  of a Stock  Award  evidencing  the  terms  and  conditions  of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

     (bb) "Stock  Bonus"  means  current or  deferred  Optioned  Shares  granted
pursuant to Section 9.

3. ADMINISTRATION.

     (a) The Plan shall be administered by a Committee, unless the Board, in its
discretion,  assumes  administration of the Plan, whereupon the Board shall have
all powers herein conferred on the Committee.

     (b) The  Committee  shall  have the  power,  subject  to,  and  within  the
limitations of, the express provisions of the Plan:

               (1) To determine from time to time which of the persons  eligible
under the Plan  shall be granted  Stock  Awards;  when and how each Stock  Award
shall be granted;  the  provisions  of each such Stock Award  (which need not be
identical); and the number of shares with respect to which Stock Awards shall be
granted to each such person.  The maximum number of Optioned  Shares that may be
covered by Options, Stock Appreciation Rights, Performance Grants, Stock Bonuses
and  Restricted  Stock  granted to any one  individual  shall be 100,000  shares
during any single calendar year.


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               (2) To construe and interpret  the Plan and Stock Awards  granted
under it, and to  establish,  amend and  revoke  rules and  regulations  for its
administration.  The Committee,  in the exercise of this power,  may correct any
defect,  omission or inconsistency in the Plan or in any Stock Award in a manner
and to the extent it shall deem  necessary  or  expedient to make the Plan fully
effective.

               (3)  Generally,  to exercise such powers and to perform such acts
as the Committee  deems  necessary or expedient to promote the best interests of
the Company.

     (c) The  Committee  shall  consist of not fewer than two (2) members of the
Board.  The  Committee's  powers  enumerated  above  shall  be  subject  to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board.

     (d) All  judgments,  determinations,  and  actions of every kind and nature
with respect to the Plan and its  administration  undertaken by the Committee or
the Board shall be made in the sole  discretion of the Committee or Board as the
case may be.

4. SHARES SUBJECT TO THE PLAN.

     (a) Subject to the  provisions of Section 14 below,  the maximum  number of
Optioned Shares that may be issued to participants and their beneficiaries under
the Plan shall not exceed in the aggregate two million five hundred  eighty five
thousand two hundred ninety four  (2,585,294).  If any Stock Award shall for any
reason expire or otherwise  terminate,  in whole or in part, without having been
exercised in full,  the Optioned  Shares not acquired  shall revert to and again
become  available for issuance under the Plan. In the event of an exercise of an
SAR for cash, or payment of cash for Restricted  Stock Units, no Optioned Shares
shall be deemed to have been utilized.

     (b) The stock  subject  to the Plan may be  unissued  shares or  reacquired
shares, bought on the market or otherwise.

5. ELIGIBILITY.

     (a)  Incentive  Stock Options may be granted only to key  Employees.  Stock
Awards other than  Incentive  Stock Options may be granted only to key Employees
or Consultants.

     (b) No person shall be eligible for the grant of an Incentive  Stock Option
if, at the time of grant,  such  person  owns (or is deemed to own  pursuant  to
Section 424(d) of the Code) stock  possessing more than ten percent (10%) of the
total combined  voting power of all classes of stock of the Company or of any of
its  Affiliates,  unless the exercise price of such Incentive Stock Option is at
least one hundred ten percent  (110%) of the Fair Market  Value of such stock at
the date of grant and the Incentive  Stock Option is not  exercisable  after the
expiration of five (5) years from the date of grant

6. OPTION PROVISIONS.

     An Option  represents  the right to purchase a  specified  number of shares
during a  specified  period  at a price  per  share  that is no less  than  that
required by Section  6(b).  Each Option shall be in such form and shall  contain
such  terms  and  conditions  as  the  Committee  shall  deem  appropriate.  The
provisions  of separate  Options  need not be  identical,  but each Option shall
include (through  incorporation of provisions  hereof by reference in the Option
Agreement or otherwise) the substance of each of the following provisions:

     (a) No Option shall be  exercisable  after the expiration of ten (10) years
from the date it was granted.

     (b) The  exercise  price of each  Incentive  Stock Option shall be not less
than one hundred percent (100%) of the Fair Market Value of the stock subject to
the  Option  on the date the  Option  is  granted.  The  exercise  price of each
Nonstatutory Stock Option shall be not less than fifty percent (50%) of the Fair
Market  Value of the  stock  subject  to the  Option  on the date the  Option is
granted. The foregoing not withstanding, the Committee may provide that the date
of grant of any Nonstatutory  Stock Option is the date on which the Optionee was
hired or promoted (or similar  event) if the grant of the Option occurs not more
than 90 days  after  the date of such  hiring,  promotion  or other  event.  The
exercise price of each Option shall be specified in the Option Agreement.


     (c) The  purchase  price of stock  acquired  pursuant to an Option shall be
paid, to the extent permitted by applicable statutes and regulations, either (i)
in cash at the  time the  Option  is  exercised,  or (ii) as  determined  by the
Committee (and, in the case of an Incentive Stock Option, determined at the time
of grant),  (A) by delivery to the Company  (including by  attestation) of other
Class A Common Stock of the Company  (but only to the extent that such  exercise
of the Option would not result in an accounting compensation charge with respect
to the shares of Class A Common  Stock  used to pay the  exercise  price  unless
otherwise  determined by the Committee),  (B) according to a deferred payment or
other  arrangement  with the person to whom the Option is granted or to whom the
Option is transferred  pursuant to subsection  6(d) (but only to the extent that
such  exercise  of the  Option  would not result in an  accounting  compensation
charge  with  respect to the  payment of the  exercise  price  unless  otherwise
determined  by the  Committee),  (C) by  cashless  exercise  methods  which  are
permitted by law, including, without limitation,  methods whereby a broker sells
the Optioned  Shares to which the exercise  relates or holds them as  collateral
for a margin loan,  delivers  the Option Price to the Company,  and delivers the
remaining proceeds to the Optionee (and in connection therewith, the Company may
establish a cashless  exercise program including a program where the commissions
on the sale of  Optioned  Shares to which the  exercise  relates are paid by the
Company), or (D) in any other form of legal consideration that may be acceptable
to the  Committee.  In the case of any deferred  payment  arrangement,  interest
shall be payable at least  annually  and shall be charged at the minimum rate of
interest necessary to avoid (i) the treatment as interest,  under any applicable
provisions of the Code, of any amounts other than amounts  stated to be interest
under the  deferred  payment  arrangement  and (ii) an  accounting  compensation
charge to the Company.

     (d) Except as may be permitted by the  Committee in any  particular  Option
Agreement,  an Option shall not be transferable except by will or by the laws of
descent and  distribution  and shall be  exercisable  during the lifetime of the
person to whom the Option is granted only by such person.

     (e) The total  number of Optioned  Shares may, but need not, be allotted in
periodic  installments (which may, but need not, be equal). The Option Agreement
may provide that from time to time during each of such installment  periods, the


<PAGE>

Option may become exercisable ("vest") with respect to some or all of the shares
allotted to that period, and may be exercised with respect to some or all of the
shares  allotted to such period  and/or any prior  period as to which the Option
became vested but was not fully  exercised.  During the remainder of the term of
the Option (if its term extends beyond the end of the installment periods),  the
Option may be exercised  from time to time with  respect to any Optioned  Shares
then remaining subject to the Option. The provisions of this subsection 6(e) are
subject to any Option  provisions in the Option Agreement  governing the minimum
number of shares as to which an Option may be exercised.

     (f)  In the  event  an  Optionee's  Continuous  Status  as an  Employee  or
Consultant  terminates  (other than upon Disability or death),  the Optionee may
exercise his or her Option, but only within such period of time as is determined
by the Committee and  specified in the Option  Agreement  (but in no event later
than  the  expiration  of the term of such  Option  as set  forth in the  Option
Agreement).

     (g)  In the  event  an  Optionee's  Continuous  Status  as an  Employee  or
Consultant  terminates as a result of Disability,  the Optionee may exercise his
or her  Option,  but only within  such  period of time as is  determined  by the
Committee and specified in the Option  Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement).

     (h)  In the  event  an  Optionee's  Continuous  Status  as an  Employee  or
Consultant  terminates as a result of death,  the Option may be  exercised,  but
only within such period of time as is  determined by the Committee and specified
in the Option  Agreement  (but in no event later than the expiration of the term
of such Option as set forth in the Option  Agreement),  by the Optionee's estate
or by a person who  acquired  the right to  exercise  the  Options by bequest or
inheritance,  but only to the extent the  Optionee  was entitled to exercise the
Option at the time of death.

     (i) The Option Agreement may, but need not, include a provision whereby the
Optionee may elect at any time while an Employee or  Consultant  to exercise the
Option as to any part or all of the shares  subject  to the Option  prior to the
full vesting of the Option. Any unvested shares so purchased may be subject to a
repurchase  right  in favor  of the  Company  or to any  other  restriction  the
Committee determines to be appropriate.

7. STOCK APPRECIATION RIGHTS ( "SARs").

     (a) A Stock Appreciation  Right or SAR is a right to receive a payment,  in
cash,  Class A Common Stock,  Optioned Shares or a combination of the foregoing,
equal to the excess of the Fair Market  Value at time of exercise of a specified
number of shares over the aggregate  exercise price of the SARs being exercised.
The aggregate  exercise price of SARs shall not be less than fifty percent (50%)
of the Fair Market Value of the specified  number of shares subject to the SARs.
Subject to the other applicable provisions of the Plan, the Committee shall have
the authority to grant SARs to a Plan participant either separately or in tandem
with other Stock Awards. The exercise of a tandem Stock Award shall result in an
immediate  cancellation of its  corresponding  SAR, and the exercise of a tandem
SAR shall cause an immediate cancellation of its corresponding Stock Award. SARs
shall be  subject  to such  other  terms and  conditions  as the  Committee  may
specify.

     (b) Upon the  exercise  of an SAR,  the  participant  shall be  entitled to
receive an amount  equal to the  difference  between the Fair Market  Value of a
share of Class A Common  Stock of the  Company on the date of  exercise  and the
exercise price of the SAR. The Committee shall decide whether such payment shall
be in cash, Class A Common Stock, Optioned Shares or in a combination thereof.


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8. PERFORMANCE GRANTS.

     (a) A  Performance  Grant  is a grant,  subject  to the  attainment  of the
Performance  Criteria,  of shares of stock or of the right to receive  shares of
stock (or their cash equivalent or a combination of both) in the future. Subject
to the other  applicable  provisions  of the  Plan,  Performance  Grants  may be
awarded  to  Employees  or  Consultants  at any time  and  from  time to time as
determined by the  Committee.  The Committee  shall have complete  discretion in
determining  the size and  composition  of  Performance  Grants  so  issued to a
participant and the appropriate  period over which performance is to be measured
("performance cycle").

     (b) The value of each Performance Grant may be fixed or it may be permitted
to fluctuate based on the Performance  Criteria  selected by the Committee.  The
Committee shall establish  Performance Criteria that, depending on the extent to
which they are met, will determine the ultimate value of the  Performance  Grant
or the portion of such Performance  Grant earned by  participants,  or both. The
Committee shall establish  performance goals and objectives for each performance
cycle and shall  identify  one or more of the  following  business  criteria  or
objectives that is to be monitored  during the performance  cycle in determining
the  Performance  Grant:   return  on  assets,   operating  ratios,  cash  flow,
shareholder  return,  revenue  growth,  net  income,  earnings  per share,  debt
reduction, return on investment, revenue and attainment of budgets.

     (c) The Committee  shall  determine the portion of each  Performance  Grant
that  is  earned  by a  participant  on  the  basis  of the  achievement  of the
Performance Criteria during the performance cycle in relation to the performance
goals for such cycle. The earned portion of a Performance  Grant may be paid out
in restricted or  non-restricted  shares,  cash or a combination  of both as the
Committee may determine.

     (d) A  participant  must be an Employee or Consultant of the Company at the
end of the performance cycle in order to be entitled to payment of a Performance
Grant  issued in respect  of such  cycle;  provided,  however,  that,  except as
otherwise determined by the Committee, if a participant ceases to be an Employee
or  Consultant  of the  Company  upon  the  occurrence  of  his  or  her  death,
retirement, Disability or other reasons determined by the Committee prior to the
end of the performance cycle, the participant shall earn a proportionate portion
of the Performance Grant based upon the elapsed portion of the performance cycle
and the Company's performance over that portion of such cycle.

9. STOCK BONUSES AND RESTRICTED STOCK.

     The  Committee  may at any time and from time to time award a Stock  Bonus,
Restricted  Stock or  Restricted  Stock Units to such  participants  and in such
amounts as it determines. An award of Restricted Stock or Restricted Stock Units
may specify, in the Stock Award Agreement, the applicable restrictions,  if any,
on the shares subject thereto,  the duration of such restrictions,  and the time
or times at which the  restrictions  shall lapse with  respect to all or part of
the shares that are part of the award. Each Stock Bonus or Stock Award Agreement
shall be in such  form and  shall  contain  such  terms  and  conditions  as the
Committee shall deem  appropriate.  The terms and conditions of Stock Bonuses or
grants of  Restricted  Stock or  Restricted  Stock Units may change from time to
time, and the terms and conditions of separate agreements need not be identical,
but  each  Stock  Bonus  or  Stock  Award  Agreement   shall  include   (through
incorporation  of provisions  hereof by reference in the agreement or otherwise)
the substance of each of the following provisions as appropriate:


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     (a) The Committee may determine that eligible  participants in the Plan may
be awarded  Optioned Stock pursuant to a Stock Bonus in  consideration  for past
services actually rendered to the Company or for its benefit.

     (b) Except as permitted  by the  Committee  in any  particular  Stock Award
Agreement,  no rights  under a Stock  Bonus or Stock  Award  Agreement  shall be
transferable  except by will or by the laws of descent and  distribution so long
as Optioned  Shares awarded under such agreement  remain subject to the terms of
the agreement.

     (c) The  purchase  price of Optioned  Shares  acquired  pursuant to a Stock
Award Agreement shall be paid either: (i) in cash at the time of purchase;  (ii)
at the  discretion of the  Committee,  according to a deferred  payment or other
arrangement  with the  person to whom the  stock is sold;  or (iii) in any other
form of legal  consideration  that may be  acceptable  to the  Committee  in its
discretion.

10. CANCELLATION AND RE-GRANT OF OPTIONS.

     The Committee shall have the authority to effect, at any time and from time
to time,  with the consent of the affected  holders of Options (i) the repricing
of any  outstanding  Options under the Plan and/or (ii) the  cancellation of any
outstanding Options under the Plan and the grant in substitution therefor of new
Options under the Plan covering the same or different numbers of shares of stock
but having an exercise  price per share of not less than fifty  percent (50%) of
the Fair Market  Value (one hundred  percent  (100%) of the Fair Market Value in
the case of an Incentive  Stock Option or, in the case of a 10%  stockholder (as
described in subsection  5(c)),  not less than one hundred ten percent (110%) of
the Fair Market Value) per share of stock on the new grant date.

11. COVENANTS OF THE COMPANY.

     (a) During the terms of the Stock Awards,  the Company shall keep available
at all times  the  number of shares of stock  required  to  satisfy  such  Stock
Awards.

     (b) The Company  shall seek to obtain from each  regulatory  commission  or
agency having  jurisdiction  over the Plan such  authority as may be required to
issue and sell shares of stock upon exercise of Stock Awards; provided, however,
that this  undertaking  shall not  require  the  Company to  register  under the
Securities Act of 1933 (the "Securities  Act") either the Plan, any Stock Awards
or any stock  issued or issuable  pursuant to any such Stock  Awards.  If, after
reasonable  efforts,  the Company is unable to obtain  from any such  regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful  issuance and sale of stock under the Plan,  the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
Stock Awards unless and until such authority is obtained.

12. USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of stock  pursuant to Stock Awards shall  constitute
general funds of the Company.


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13. MISCELLANEOUS.

     (a) The Committee  shall have the power to  accelerate  the time at which a
Stock Award may first be  exercised,  or the time during  which a Stock Award or
any part  thereof  will vest,  notwithstanding  the  vesting  conditions  of the
original grant.

     (b) Neither a Plan  participant nor any person to whom a Stock Award may be
transferred under the applicable  restrictions of the Plan shall be deemed to be
the  holder of, or to have any of the rights of a holder  with  respect  to, any
shares  subject to such Stock Award  unless and until such person has  satisfied
all  requirements  for  exercise  of the  Option  pursuant  to its  terms or the
reservations,  conditions  and  contingencies  applicable  to each other form of
Stock Award shall have been satisfied.

     (c) Nothing in the Plan or any  instrument  executed or Stock Award granted
pursuant  hereto shall confer upon any Employee,  Consultant,  Optionee or other
holder of Stock  Awards  any right to  continue  in the employ or service of the
Company  or any  Affiliate  or shall  affect  the  right of the  Company  or any
Affiliate to terminate  the  employment or  relationship  as a Consultant of any
Employee,  Consultant,  Optionee or other holder of Stock Awards with or without
cause.

     (d) To the extent that the aggregate  Fair Market Value  (determined at the
time of grant) of stock with respect to which  Incentive  Stock Options  granted
after  1986 are  exercisable  for the  first  time by any  Optionee  during  any
calendar  year under all plans of the  Company  and its  Affiliates  exceeds one
hundred  thousand  dollars  ($100,000),  the Options or portions  thereof  which
exceed such limit  (according to the order in which they were granted)  shall be
treated as Nonstatutory Stock Options.

     (e) The Company may require any  recipient of a Stock Award,  or any person
to whom a Stock Award is transferred in accordance with the applicable  terms of
the Plan, as a condition of exercising any such Stock Award, (1) to give written
assurances  satisfactory  to the  Company  as to  such  person's  knowledge  and
experience  in  financial  and  business  matters  and/or to employ a  purchaser
representative  reasonably  satisfactory to the Company who is knowledgeable and
experienced in financial and business matters,  and that he or she is capable of
evaluating, alone or together with the purchaser representative,  the merits and
risks  of  exercising  the  Stock  Award,  and  (2) to give  written  assurances
satisfactory  to the Company  stating  that such person is  acquiring  the stock
subject  to the  Stock  Award for such  person's  own  account  and not with any
present intention of selling or otherwise  distributing the stock. The foregoing
requirements,  and any assurances given pursuant to such requirements,  shall be
inoperative  if  (i)  the  issuance  of  the  shares  upon  the  exercise  of or
acquisition  of stock  under the Stock  Award has been  registered  under a then
currently effective  registration statement under the Securities Act, or (ii) as
to any  particular  requirement,  a  determination  is made by  counsel  for the
Company that such  requirement  need not be met in the  circumstances  under the
then applicable  securities laws. The Company may, upon advice of counsel to the
Company,  place  legends  on stock  certificates  issued  under the Plan as such
counsel  deems  necessary  or  appropriate  in order to comply  with  applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

     (f) To the extent  provided  by the terms of a Stock Award  Agreement,  the
person to whom a Stock Award is granted may satisfy any federal,  state or local
tax withholding  obligation  relating to the exercise of or acquisition of stock
under a Stock Award by any of the following  means or by a  combination  of such
means as determined by the Committee in its  discretion:  (1)  withholding  from
compensation;  (2)  tendering a cash  payment;  (3)  authorizing  the Company to
withhold  shares from the shares of Class A Common Stock  otherwise  issuable to
the participant as a result of the exercise of or acquisition of stock under the
Stock Award (but only the number of shares sufficient to satisfy the minimum tax
withholding  obligation of the Company);  or (4) delivering to the Company owned
and unencumbered shares of the Class A Common Stock of the Company owned by such
person.


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14. ADJUSTMENTS UPON CHANGES IN STOCK.

     (a) If any  change is made in the stock  subject  to the Plan or subject to
any   Stock    Award    (through    merger,    consolidation,    reorganization,
recapitalization,  stock dividend,  dividend in property other than cash,  stock
split,  liquidating dividend,  combination of shares, exchange of shares, change
in corporate structure or otherwise), the Plan and outstanding Stock Awards will
be appropriately  adjusted in the class(es) and maximum number of shares subject
to the Plan and the  class(es) and number of shares and price per share of stock
subject to outstanding Stock Awards.

     (b) In the event of: (1) a dissolution or liquidation of the Company; (2) a
merger or consolidation  in which the Company is not the surviving  corporation;
(3) a reverse merger in which the company is the surviving  corporation  but the
shares of the Company's Class A Common Stock outstanding  immediately  preceding
the merger are converted by virtue of the merger into other property, whether in
the  form  of  securities,   cash  or  otherwise;   or  (4)  any  other  capital
reorganization  in which  more than  fifty  percent  (50%) of the  shares of the
Company  entitled  to vote are  exchanged,  then at the sole  discretion  of the
Committee  and to the extent  permitted by  applicable  law:  (i) any  surviving
corporation  shall assume any Stock Awards  outstanding  under the Plan or shall
substitute  similar Stock Awards for those  outstanding under the Plan, (ii) the
time during which such Stock Award may be exercised shall be accelerated and the
Stock Awards  terminated  if not  exercised  prior to such event,  or (iii) such
Stock Awards shall continue in full force and effect.

15. AMENDMENT OF THE PLAN.

     (a) The Board at any time, and from time to time, may amend the Plan in any
manner.  However,  except as provided in Section 14 relating to adjustments upon
changes  in stock,  no  amendment  shall be  effective  unless  approved  by the
shareholders  of the  Company  within  twelve  (12)  months  before or after the
adoption of the amendment where the amendment will:

          (1) Increase the number of shares  reserved for Stock Awards under the
Plan;

          (2) Modify the requirements as to eligibility for participation in the
Plan (to the extent such modification requires shareholder approval in order for
the Plan to satisfy  the  requirements  of Section  162(m) or Section 422 of the
Code); or

          (3)  Modify  the Plan in any other way if such  modification  requires
shareholder  approval  in order  for the Plan to  satisfy  the  requirements  of
Section 162(m) or Section 422 of the Code, of Rule 16b-3 under the Exchange Act,
or of the Nasdaq National  Market or any exchange on which the Company's  shares
may be listed.

     (b) It is expressly  contemplated  that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide eligible  Employees or
Consultants  with the maximum  benefits  provided  or to be  provided  under the
provisions of the Code and the regulations  promulgated  thereunder  relating to
Incentive Stock Options and/or to bring the Plan and/or  Incentive Stock Options
granted under it into compliance therewith; provided, however, shares covered by
any Stock Awards in excess of the maximum number of Optioned Shares provided for
in Section 4(a) above shall be deemed  awarded on the date of the Initial  Stock
Award if shareholders approve the increase pursuant to this Section 15.



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     (c) Rights and obligations  under any Stock Award granted before  amendment
of the Plan shall not be altered or impaired by any amendment of the Plan unless
(i) the Company  requests  the consent of the person to whom the Stock Award was
granted and (ii) such person consents in writing.

16. TERMINATION OR SUSPENSION OF THE PLAN.

     (a) The Board may suspend or terminate the Plan at any time.  Unless sooner
terminated the Plan shall terminate on February 25, 2013. No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.

     (b) Rights and obligations  under any Stock Award granted while the Plan is
in effect shall not be altered or impaired by suspension or  termination  of the
Plan, except with the consent of the person to whom the Stock Award was granted.




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