ACTEL CORPORATION

                        1986 INCENTIVE STOCK OPTION PLAN

                 Amended and Restated Effective January 24, 1997


     1.   Purposes of the Plan.  The  purposes of this Stock  Option Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

          Options granted hereunder may be either "incentive stock options",  as
defined in Section 422 of the  Internal  Revenue  Code of 1986,  as amended,  or
"non-statutory  stock options",  at the discretion of the  Administrator  and as
reflected in the terms of the written option agreement.

     2.   Definitions. As used herein, the following definitions shall apply:

          (a)  "Administrator"  shall mean the Board or any of its Committees as
     shall be administering the Plan, in accordance with Section 4 of the Plan.

          (b)  "Applicable Laws" shall mean the legal  requirements  relating to
     the  administration  of stock option plans under  California  corporate and
     securities laws and the Code.

          (c)  "Board" shall mean the Board of Directors of the Company.

          (d)  "Common Stock" shall mean the Common Stock of the Company.

          (e)  "Company" shall mean Actel Corporation, a California corporation.

          (f)  "Committee"  shall mean the  Committee  appointed by the Board of
     Directors in accordance with paragraph (a) of Section 4 of the Plan, if one
     is appointed.

          (g)  "Consultant" shall mean any person, including an advisor, engaged
     by the  Company or a Parent or  Subsidiary  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.

          (h)  "Continuous  Status as an Employee or Consultant" shall mean that
     the employment or consulting  relationship is not interrupted or terminated
     by the Company, any Parent or Subsidiary.  Continuous Status as an Employee
     or Consultant  shall not be considered  interrupted in the case of: (i) any
     leave of absence  approved by the Board,  including  sick  leave,  military
     leave, or any other personal leave; provided, however, that for purposes of
     Incentive  Stock  Options,  any such leave may not exceed ninety (90) days,
     unless  reemployment  upon the  expiration  of such leave is  guaranteed by
     contract (including certain Company policies) or statute; or (ii) transfers
     between  locations of the Company or between the Company,  its Parent,  its
     Subsidiaries or its successor.

          (i)  "Employee"  shall  mean  any  person,   including   officers  and
     directors,  employed  by the  Company  or any Parent or  Subsidiary  of the
     Company.  The  payment  of a  director's  fee by the  Company  shall not be
     sufficient to constitute "employment" by the Company.

          (j)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          (k)  "Incentive Stock Option" shall mean an Option intended to qualify
     as an  incentive  stock  option  within the  meaning of Section  422 of the
     Internal Revenue Code of 1986, as amended.

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

          (m)  "Option" shall mean a stock option granted pursuant to the Plan.

          (n)  "Optioned  Stock"  shall  mean the  Common  Stock  subject  to an
     Option.

          (o)  "Optionee"  shall mean an Employee or Consultant  who receives an
     Option.

          (p)  "Parent"  shall  mean  a  "parent  corporation",  whether  now or
     hereafter  existing,  as defined in Section 424(e) of the Internal  Revenue
     Code of 1986, as amended.

          (q)  "Plan"  shall mean this 1986  Incentive  Stock  Option  Plan,  as
     amended.

          (r)  "Rule  16b-3"  shall mean 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.

          (s)  "Share"  shall mean a share of the Common  Stock,  as adjusted in
     accordance with Section 12 of the Plan.

          (t)  "Subsidiary" shall mean a "subsidiary  corporation",  whether now
     or hereafter existing, as defined in Section 424(f) of the Internal Revenue
     Code of 1986, as amended.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 12 of
the Plan, the maximum  aggregate number of shares which may be optioned and sold
under the Plan is 5,497,897  shares of Common Stock,  increased  annually on the
first day of each of the Company's fiscal years during the term of the Plan (and
subsequent to the May 2, 1996  amendment to and  restatement  of the Plan) in an
amount equal to 5% of the Company's  common stock issued and  outstanding at the
close of business on the last day of the immediately  preceding fiscal year (the
"Annual  Replenishment"),  with only the initial 5,497,897 shares and subsequent
annual increases in an amount equal to the lesser of (i) 885,931 shares, or (ii)
the number of shares  subject to the Annual  Replenishment  to be available  for
issuance  as  "incentive  stock  options"  qualified  under  Section  422 of the
Internal  Revenue  Code.  All of the  shares  issuable  under  the  Plan  may be
authorized, but unissued, or reacquired Common Stock.

          If an Option  should  expire or become  unexercisable  for any  reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated,  become available for
future grant under the Plan.

     4.   Administration of the Plan.

          (a)  Procedure.

               (i)  Multiple  Administrative Bodies. If permitted by Rule 16b-3,
          the Plan may be  administered  by  different  bodies  with  respect to
          Directors,  Officers  who are not  Directors,  and  Employees  who are
          neither Directors nor Officers.

              (ii)  Administration   With  Respect  to  Directors  and  Officers
          Subject to  Section  16(b).  With  respect  to Option  grants  made to
          Employees who are also Officers or Directors  subject to Section 16(b)
          of the Exchange Act, the Plan shall be  administered by (A) the Board,
          if the  Board may  administer  the Plan in  compliance  with the rules
          governing  a plan  intended to qualify as a  discretionary  plan under
          Rule 16b-3,  or (B) a committee  designated by the Board to administer
          the Plan,  which  committee  shall be  constituted  to comply with the
          rules  governing a plan  intended to qualify as a  discretionary  plan
          under Rule 16b-3.  Once  appointed,  such Committee  shall continue to
          serve in its  designated  capacity  until  otherwise  directed  by the
          Board.  From  time to time  the  Board  may  increase  the size of the
          Committee  and appoint  additional  members,  remove  members (with or
          without  cause) and substitute  new members,  fill vacancies  (however
          caused),  and  remove  all  members of the  Committee  and  thereafter
          directly administer the Plan, all to the extent permitted by the rules
          governing  a plan  intended to qualify as a  discretionary  plan under
          Rule 16b-3.

             (iii)  Administration  With Respect to Other Persons.  With respect
          to Option  grants made to  Employees  or  Consultants  who are neither
          Directors nor Officers of the Company,  the Plan shall be administered
          by (A) the Board or (B) a  committee  designated  by the Board,  which
          committee  shall be  constituted  to  satisfy  Applicable  Laws.  Once
          appointed, such Committee shall serve in its designated capacity until
          otherwise  directed by the Board.  The Board may  increase the size of
          the Committee and appoint additional members,  remove members (with or
          without  cause) and substitute  new members,  fill vacancies  (however
          caused),  and  remove  all  members of the  Committee  and  thereafter
          directly   administer  the  Plan,  all  to  the  extent  permitted  by
          Applicable Laws.

          (b)  Powers of the  Administrator.  Subject to the  provisions  of the
     Plan,  and in the  case of a  Committee,  subject  to the  specific  duties
     delegated by the Board to such Committee,  the Administrator shall have the
     authority, in its discretion:

               (i)  to determine the Fair Market Value of the Common  Stock,  in
          accordance with Section 9(b) of the Plan;

              (ii)  to select the  Consultants and Employees to whom Options may
          be granted hereunder;

             (iii)  to determine  whether and to what extent Options are granted
          hereunder;

              (iv)  to  determine  the  number of  shares of Common  Stock to be
          covered by each Option granted hereunder;

               (v)  to approve forms of agreement for use under the Plan;

              (vi)  to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any award granted hereunder.  Such terms and
          conditions  include,  but are not limited to, the exercise price,  the
          time or times when  Options  may be  exercised  (which may be based on
          performance   criteria),   any  vesting   acceleration  or  waiver  of
          forfeiture  restrictions,  and any restriction or limitation regarding
          any Option or the shares of Common Stock  relating  thereto,  based in
          each  case  on  such  factors  as  the  Administrator,   in  its  sole
          discretion, shall determine;

             (vii)  to  reduce  the  exercise  price of any  Option  to the then
          current Fair Market Value if the Fair Market Value of the Common Stock
          covered by such Option shall have  declined  since the date the Option
          was granted;

            (viii)  to construe and  interpret  the terms of the Plan and awards
          granted pursuant to the Plan;

              (ix)  to  prescribe,  amend  and  rescind  rules  and  regulations
          relating to the Plan;

               (x)  to modify or amend each Option  (subject to Section 14(c) of
          the Plan);

              (xi)  to authorize  any person to execute on behalf of the Company
          any  instrument  required to effect the grant of an Option  previously
          granted by the Administrator;

             (xii)  to  determine  the  terms  and  restrictions  applicable  to
          Options; and

            (xiii)  to  make  all  other  determinations   deemed  necessary  or
          advisable for administering the Plan.

          (c)  Effect of Administrator's Decision. All decisions, determinations
     and  interpretations of the Administrator shall be final and binding on all
     Optionees and any other holders of any Options granted under the Plan.

     5.   Eligibility. Options may be granted only to Employees and Consultants.
Incentive  Stock  Options  may be granted  only to  Employees.  An  Employee  or
Consultant  who has  been  granted  an  Option  may,  if he or she is  otherwise
eligible, be granted an additional Option or Options.

     6.   Limitations.

          (a)  Each Option shall be  designated in the Notice of Grant as either
     an  Incentive  Stock  Option  or  a  Nonstatutory  Stock  Option.  However,
     notwithstanding  such  designations,  to the extent that the aggregate Fair
     Market Value of Shares  subject to an  Optionee's  incentive  stock options
     granted by the Company,  any Parent or Subsidiary,  that become exercisable
     for the first time during any calendar year (under all plans of the Company
     or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be
     treated as Nonstatutory  Stock Options.  For purposes of this Section 6(a),
     incentive  stock  options shall be taken into account in the order in which
     they  were  granted,  and the  Fair  Market  Value of the  Shares  shall be
     determined as of the time of grant.

          (b)  The Plan  shall not  confer  upon any  Optionee  any  right  with
     respect to continuation of employment or consulting  relationship  with the
     Company,  nor  shall it  interfere  in any way with his or her right or the
     Company's   right  to  terminate  his  or  her   employment  or  consulting
     relationship at any time.

          (c)  The  following  limitations  shall  apply to grants of Options to
     Employees:

               (i)  No  Employee  shall be  granted,  in any fiscal  year of the
          Company, Options to purchase more than five hundred thousand Shares.

              (ii)  The foregoing  limitation shall be adjusted  proportionately
          in  connection  with any  change in the  Company's  capitalization  as
          described in Section 12(a).

             (iii)  If an Option is canceled  (other than in  connection  with a
          transaction  described in Section  12),  the  canceled  Option will be
          counted  against  the  limit set forth in  Section  6(c)(i).  For this
          purpose,  if  the  exercise  price  of  an  Option  is  reduced,   the
          transaction  will be treated as a  cancellation  of the Option and the
          grant of a new Option.

     7.   Term of Plan. The Plan shall continue in effect until March 14, 2004.

     8.   Term of Option.  The term of each Option shall be stated in the Notice
of Grant; provided,  however, that in the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such  shorter term as may
be provided in the Notice of Grant.  Moreover, in the case of an Incentive Stock
Option  granted to an Optionee  who, at the time the  Incentive  Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary,  the term of
the  Incentive  Stock  Option  shall be five (5) years from the date of grant or
such shorter term as may be provided in the Notice of Grant.

     9.   Exercise Price and Consideration.

          (a)  The per Share exercise price for the Shares to be issued pursuant
     to  exercise  of an  Option  shall be such  price as is  determined  by the
     Administrator, but shall be subject to the following:

               (i)  In the case of an Incentive Stock Option

                    (A)  granted to an Employee  who, at the time the  Incentive
               Stock Option is granted,  owns stock  representing  more than ten
               percent  (10%) of the voting power of all classes of stock of the
               Company or any Parent or Subsidiary, the per Share exercise price
               shall be no less than 110% of the Fair Market  Value per Share on
               the date of grant.

                    (B)  granted to any Employee,  the per Share  exercise price
               shall be no less than 100% of the Fair Market  Value per Share on
               the date of grant.

              (ii)  In the case of a  Nonstatutory  Stock Option,  the per Share
          exercise price shall be no less than 100% of the Fair Market Value per
          Share on the date of grant, unless expressly granted in lieu of salary
          or a cash bonus,  in which case the per Share  exercise price shall be
          no less  than 85% of the Fair  Market  Value  per Share on the date of
          grant;  provided,  however,  that the  Administrator  may grant in any
          fiscal year  Nonstatutory  Stock Options at per Share exercise  prices
          less than that provided herein covering,  in the aggregate,  shares of
          Common  Stock  equal to or less than  0.5% of the  number of shares of
          Common Stock issued and  outstanding  at the  beginning of such fiscal
          year.

          (b)  The fair market value shall be determined by the Administrator in
     its discretion;  provided, however, that where there is a public market for
     the Common Stock,  the fair market value per Share shall be the mean of the
     bid and asked  prices,  or closing  price in the event  quotations  for the
     Common  Stock are  reported on the National  Market  System,  of the Common
     Stock on the date of grant,  as reported in the Wall Street Journal (or, if
     not so reported,  as  otherwise  reported by the  National  Association  of
     Securities  Dealers Automated  Quotation  (NASDAQ) System) or, in the event
     the Common Stock is listed on a stock  exchange,  the fair market value per
     Share shall be the closing  price on such  exchange on the date of grant of
     the Option, as reported in the Wall Street Journal.

          (c)  The  consideration  to be paid for the  Shares to be issued  upon
     exercise of an Option, including the method of payment, shall be determined
     by the Administrator  and may consist entirely of cash;  check;  promissory
     note;  other Shares which (A) in the case of Shares  acquired upon exercise
     of an option,  have been owned by the  Optionee for more than six months on
     the  date of  surrender,  and (B) have a Fair  Market  Value on the date of
     surrender  equal to the aggregate  exercise price of the Shares as to which
     said Option  shall be  exercised;  for options  granted  subsequent  to the
     effective date of the 1993  amendments to the Plan,  delivery of a properly
     executed  exercise  notice  together with such other  documentation  as the
     Committee  and the  broker,  if  applicable,  shall  require  to  effect an
     exercise  of the option  and  delivery  to the  Company of the sale or loan
     proceeds required;  or any combination of such methods of payment,  or such
     other consideration and method of payment for the issuance of Shares to the
     extent permitted under Applicable Law.

     10.  Exercise of Option.

          (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any  Option
     granted  hereunder  shall be  exercisable  at such  times  and  under  such
     conditions  as  determined  by  the  Administrator,  including  performance
     criteria with respect to the Company  and/or the Optionee,  and as shall be
     permissible  under  the  terms  of the  Plan;  provided,  however,  that an
     Incentive  Stock  Option  granted  prior to  January  1, 1987  shall not be
     exercisable while there is outstanding any incentive stock option which was
     granted,  before the granting of such Incentive  Stock Option,  to the same
     Optionee to purchase stock of the Company, any Parent or Subsidiary, or any
     predecessor  corporation  of  such  corporations.   For  purposes  of  this
     provision,  an incentive stock option shall be treated as outstanding until
     such option is exercised in full or expires by reason of lapse of time.

               An Option may not be exercised for a fraction of a Share.

               An Option shall be deemed to be exercised  when written notice of
     such exercise has been given to the Company in accordance with the terms of
     the Option by the person  entitled to exercise  the Option and full payment
     for the  Shares  with  respect to which the  Option is  exercised  has been
     received  by  the  Company.   Full  payment  may,  as   authorized  by  the
     Administrator, consist of any consideration and method of payment allowable
     under  Section 9(c) of the Plan.  Until the  issuance (as  evidenced by the
     appropriate  entry on the  books  of the  Company  or of a duly  authorized
     transfer  agent of the Company) of the stock  certificate  evidencing  such
     Shares,  no right to vote or  receive  dividends  or any other  rights as a
     shareholder shall exist with respect to the Optioned Stock, notwithstanding
     the exercise of the Option.  No  adjustment  will be made for a dividend or
     other  right  for  which  the  record  date is prior to the date the  stock
     certificate is issued, except as provided in Section 12 of the Plan.

               Exercise of an Option in any manner shall result in a decrease in
     the number of Shares which  thereafter may be available,  both for purposes
     of the Plan and for sale  under the  Option,  by the number of Shares as to
     which the Option is exercised.

          (b)  Termination  of  Status  as  an  Employee  or  Consultant.  If an
     Employee or Consultant ceases to serve as an Employee or Consultant,  he or
     she  may,  but  only  within  30 days (or  such  other  period  of time not
     exceeding three months as is determined by the Administrator at the time of
     grant of the  Option)  after the date he or she ceases to be an Employee or
     Consultant (as dthe case may be) of the Company, exercise his or her Option
     to the extent  that he or she was  entitled  to  exercise it at the date of
     such termination. To the extent that he or she was not entitled to exercise
     the  Option  at the  date of such  termination,  or if he or she  does  not
     exercise such Option (which he or she was entitled to exercise)  within the
     time specified herein, the Option shall terminate.

          (c)  Disability of Optionee. Notwithstanding the provisions of Section
     10(b) above,  in the event an Employee or  Consultant is unable to continue
     his or her  employment  or  consulting  relationship  with the Company as a
     result of his or her total and permanent  disability (as defined in Section
     22(e)(3) of the Internal  Revenue Code), he or she may, but only within six
     (6)  months  (or such other  period of time not  exceeding  12 months as is
     determined  by the  Administrator  at the time of grant of the Option) from
     the date of termination, exercise his or her Option to the extent he or she
     was  entitled to exercise  it at the date of such  termination  (or to such
     greater extent as the Administrator may provide).  To the extent that he or
     she was not entitled to exercise the Option at the date of termination,  or
     if he or she does not exercise such Option (which he or she was entitled to
     exercise) within the time specified herein, the Option shall terminate.

          (d)  Death of Optionee. In the event of the death of an Optionee,  the
     Option may be exercised at any time within twelve (12) months following the
     date of death  (but in no event  later than the  expiration  of the term of
     such Option as set forth in the Notice of Grant),  by the Optionee's estate
     or by a person who  acquired the right to exercise the Option by bequest or
     inheritance,  but only to the extent  that the  Optionee  was  entitled  to
     exercise  the  Option at the date of death.  If, at the time of death,  the
     Optionee was not entitled to exercise his or her entire Option,  the Shares
     covered by the unexercisable portion of the Option shall immediately revert
     to the Plan.  If,  after  death,  the  Optionee's  estate  or a person  who
     acquired  the right to exercise the Option by bequest or  inheritance  does
     not exercise the Option within the time specified herein,  the Option shall
     terminate, and the Shares covered by such Option shall revert to the Plan.

     11.  Non-Transferability  of Options.  The Option may not be sold, pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

     12.  Adjustments  Upon Changes in  Capitalization,  Dissolution,  Merger or
Asset Sale.

          (a)  Changes in Capitalization.  Subject to any required action by the
     shareholders  of the Company,  the number of shares of Common Stock covered
     by each outstanding  Option, and the number of shares of Common Stock which
     have been authorized for issuance under the Plan but as to which no Options
     have  yet been  granted  or  which  have  been  returned  to the Plan  upon
     cancellation or expiration of an Option,  as well as the price per share of
     Common  Stock   covered  by  each  such   outstanding   Option,   shall  be
     proportionately  adjusted  for any  increase  or  decrease in the number of
     issued shares of Common Stock  resulting from a stock split,  reverse stock
     split, stock dividend, combination or reclassification of the Common Stock,
     or any other  increase or decrease in the number of issued shares of Common
     Stock effected without receipt of  consideration by the Company;  provided,
     however, that conversion of any convertible securities of the Company shall
     not be deemed to have been  "effected  without  receipt of  consideration."
     Such adjustment  shall be made by the Board,  whose  determination  in that
     respect  shall be  final,  binding  and  conclusive.  Except  as  expressly
     provided  herein,  no  issuance  by the  Company  of shares of stock of any
     class, or securities  convertible into shares of stock of any class,  shall
     affect,  and no adjustment by reason thereof shall be made with respect to,
     the number or price of shares of Common Stock subject to an Option.

          (b)  Dissolution  or  Liquidation.   In  the  event  of  the  proposed
     dissolution or liquidation of the Company, to the extent that an Option has
     not been previously  exercised,  it will terminate immediately prior to the
     consummation of such proposed action. The Board may, in the exercise of its
     sole discretion in such instances,  declare that any Option shall terminate
     as of a date  fixed  by the  Board  and give  each  Optionee  the  right to
     exercise  his or her  Option as to all or any part of the  Optioned  Stock,
     including Shares as to which the Option would not otherwise be exercisable.

          (c)  Merger or Asset  Sale.  In the  event of a merger of the  Company
     with or into another  corporation,  or the sale of substantially all of the
     assets of the  Company,  each  outstanding  Option  shall be  assumed or an
     equivalent  option shall be substituted  by the successor  corporation or a
     Parent or Subsidiary of the successor  corporation.  In the event that such
     successor  corporation  refuses to assume such Option or to  substitute  an
     equivalent  option,  such Options shall become fully vested and exercisable
     as to all of the  Optioned  Stock,  including  the  Shares  as to which the
     Options would not otherwise be vested and  exercisable.  If Options  become
     fully vested and  exercisable in lieu of assumption or  substitution in the
     event of a merger or sale of assets,  the  Administrator  shall  notify the
     Optionee that the Option shall be fully  exercisable for a period of thirty
     (30) days from the date of such notice,  and the Option will terminate upon
     the expiration of such period.

     13.  Time of Granting  Options.  The date of grant of an Option shall,  for
all purposes,  be the date on which the  Administrator  makes the  determination
granting  such  Option.  Notice  of the  determination  shall  be  given to each
Employee or Consultant to whom an Option is so granted within a reasonable  time
after the date of such grant.

     14.  Amendment and Termination of the Plan.

          (a)  Amendment  and  Termination.  The  Board  may at any time  amend,
     alter, suspend or terminate the Plan.

          (b)  Shareholder  Approval.   The  Company  shall  obtain  shareholder
     approval of any Plan  amendment to the extent  necessary  and  desirable to
     comply with Rule 16b-3 or with  Section  422 of the Code (or any  successor
     rule or statute or other applicable law, rule or regulation,  including the
     requirements of any exchange or quotation  system on which the Common Stock
     is listed or quoted).  Such  shareholder  approval,  if required,  shall be
     obtained  in such a  manner  and to such a  degree  as is  required  by the
     applicable law, rule or regulation.

          (c)  Effect of Amendment or  Termination.  No  amendment,  alteration,
     suspension  or  termination  of the Plan  shall  impair  the  rights of any
     Optionee,  unless  mutually agreed  otherwise  between the Optionee and the
     Administrator,  which  agreement  must  be in  writing  and  signed  by the
     Optionee and the Company.

     15.  Conditions  Upon  Issuance  of  Shares.  Shares  shall  not be  issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including,  without limitation,  the Securities Act,
the  Exchange  Act,  the rules and  regulations  promulgated  thereunder,  state
securities  laws,  and the  requirements  of any stock  exchange  upon which the
Shares may then be  listed,  and shall be further  subject  to the  approval  of
counsel for the Company with respect to such  compliance.  As a condition to the
exercise of an Option, the Company may require the person exercising such Option
to render to the Company a written statement containing such representations and
warranties  as, in the  opinion of counsel for the  Company,  may be required to
ensure  compliance with any of the  aforementioned  relevant  provisions of law,
including  a  representation  that  the  Shares  are  being  purchased  only for
investment and without any present  intention to sell or distribute such Shares,
if,  in the  opinion  of  counsel  for the  Company,  such a  representation  is
required.

     16.  Reservation of Shares. The Company, during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

          Inability of the Company to obtain  authority from any regulatory body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     17.  Option  Agreement.  Options  shall  be  evidenced  by  written  option
agreements in such form as the Administrator shall approve.

     18.  Shareholder  Approval.  Continuance  of the Plan  shall be  subject to
approval by the shareholders of the Company within 12 months before or after the
date the Plan is adopted.