ACTEL CORPORATION

                        1993 DIRECTORS' STOCK OPTION PLAN

                     Amended and Restated as of May 23, 2003

                        [subject to shareholder approval]



     1. Purposes of the Plan. The purposes of this Directors'  Stock Option Plan
are to attract and retain the best available  personnel for service as Directors
of the Company, to provide additional  incentive to the Outside Directors of the
Company to serve as Directors,  and to encourage their continued  service on the
Board.

        All options granted hereunder shall be "nonstatutory stock options".

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

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

        (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

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

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

        (e) "Continuous  Status as a Director"  shall mean the absence of any
     interruption or termination of service as a Director.

        (f) "Director" shall mean a member of the Board.

        (g) "Effective  Date" shall have the meaning as set forth in Section 6
     below.

        (h) "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 in and of itself to constitute "employment" by the Company.

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

        (j) "First  Option"  shall  have the  meaning as set forth in Section
     4(b)(ii) below.

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

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

        (m) "Optionee" shall mean an Outside Director who receives an Option.

        (n) "Outside Director" shall mean a Director who is not an Employee.

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

        (p) "Plan" shall mean this 1993 Directors' Stock Option Plan.

        (q) "Share"  shall mean a share of the Common  Stock,  as adjusted in
     accordance with Section 11 of the Plan.

        (r) "Subsequent Option" shall have the meaning as set forth in Section
     4(b)(iii) below.

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

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under  the Plan is  230,000  Shares  (the  "Pool")  of Common  Stock,  increased
annually  (subsequent to the January 23, 1998,  amendment and restatement of the
Plan) on the first day of each fiscal year by (x) 100,000 less (y) the number of
shares  available  for issuance  under the Director  Plan on the last day of the
immediately  preceding fiscal year. The Shares 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 not in any event be  returned  to the Plan and shall not become  available
for future grant under the Plan.  If Shares which were acquired upon exercise of
an Option are subsequently  repurchased by the Company, such Shares shall not in
any event be  returned  to the Plan and shall not  become  available  for future
grant under the Plan.

     4. Administration of and Grants of Options under the Plan.

          (a) Administrator. Except as otherwise required herein, the Plan shall
     be administered by the Board.

          (b) Procedure  for  Grants.  The Board may grant  Options  to Outside
     Directors  hereunder,  and on such terms, as are decided in its discretion.
     Additionally,   Options  shall   automatically  be  granted   hereunder  in
     accordance with the following provisions:

               (i) After May 23, 2003,  each person who first becomes an Outside
          Director shall be  automatically  granted an Option to purchase 12,500
          Shares  (the "First  Option")  on the date on which such person  first
          becomes  an  Outside   Director,   whether  through  election  by  the
          shareholders  of the Company or  appointment by the Board of Directors
          to fill a vacancy.

               (ii)  Beginning on May 23, 2003,  each Outside  Director shall be
          automatically   granted  an  Option  to  purchase   12,500  Shares  (a
          "Subsequent  Option")  on the  date  of  each  annual  meeting  of the
          Company's  shareholder  in which the  Outside  Director  is elected to
          serve on the Board.

               (iii)  Notwithstanding the provisions of subsections (i) and (ii)
          hereof,  in the event  that a grant  would  cause the number of Shares
          subject to  outstanding  Options plus the number of Shares  previously
          purchased upon exercise of Options to exceed the Pool,  then each such
          automatic  grant  shall be for that  number  of Shares  determined  by
          dividing the total number of Shares  remaining  available for grant by
          the number of Outside  Directors  on the  automatic  grant  date.  Any
          further  grants  shall then be  deferred  until such time,  if any, as
          additional  Shares  become  available for grant under the Plan through
          action of the  shareholders to increase the number of Shares which may
          be issued  under the Plan or through  cancellation  or  expiration  of
          Options previously granted hereunder.

               (iv)  Notwithstanding  the provisions of subsections (i) and (ii)
          hereof,  any grant of an Option made  before the Company has  obtained
          shareholder  approval of the Plan in accordance with Section 17 hereof
          shall be conditioned upon obtaining such  shareholder  approval of the
          Plan in accordance with Section 17 hereof.

               (v) The terms of a First  Option  granted  hereunder  shall be as
          follows:

                    (A) the First  Option  shall be  exercisable  only while the
               Outside Director remains a Director of the Company, except as set
               forth in Section 9 hereof.

                    (B) the  exercise  price per Share shall be 100% of the fair
               market value (as defined in Section 8(b)  hereunder) per Share on
               the date of grant of the First Option.

                    (C) the First Option shall vest and become exercisable as to
               one  hundred  percent  (100%) of the Shares  subject to the First
               Option on the date of the  Company's  second  annual  shareholder
               meeting  following the date of grant,  subject to the  provisions
               set forth in Section 9 below. Notwithstanding the foregoing, with
               respect to a First  Option  that was  outstanding  before May 23,
               2003,  and has an exercise price less than 75% of the fair market
               value of the Company's  Common Stock on May 23, 2003,  such First
               Option shall vest and become  exercisable as to 25% of the Shares
               subject to the First Option on the date of the  Company's  annual
               shareholder  meetings  occurring  in each of the  first,  second,
               third,  and fourth  calendar years following the calendar year in
               which the date of grant  occurred,  subject to the provisions set
               forth in Sections 9 and 11 below.

               (vi) The terms of a Subsequent  Option granted hereunder shall be
          as follows:

                    (A) the Subsequent  Option shall be  exercisable  only while
               the Outside Director remains a Director of the Company, except as
               set forth in Section 9 hereof.

                    (B) the  exercise  price per Share shall be 100% of the fair
               market  value  per  Share on the date of grant of the  Subsequent
               Option.

                    (C) the Subsequent Option shall become exercisable as to one
               hundred  percent  (100%) of the Shares  subject to the Subsequent
               Option on the date of the Company's  annual  shareholder  meeting
               occurring in the year following the date of grant, subject to the
               provisions  set  forth in  Section 9 below.  Notwithstanding  the
               foregoing,   with  respect  to  a  Subsequent   Option  that  was
               outstanding  before May 23, 2003,  and has an exercise price less
               than 75% of the fair market value of the  Company's  Common Stock
               on May 23,  2003,  such  Subsequent  Option shall vest and become
               exercisable  as to 100% of the Shares  subject to the  Subsequent
               Option on the date of the Company's annual  shareholder  meetings
               occurring in the fourth calendar year following the calendar year
               in which the date of grant  occurred,  subject to the  provisions
               set forth in Sections 9 and 11 below.

          (c) Powers of the Board. Subject to the provisions and restrictions of
     the Plan, the Board shall have the  authority,  in its  discretion:  (i) to
     grant discretionary stock options to Outside Directors,  upon such terms as
     are  determined by the Board in its  discretion,  (ii) to  determine,  upon
     review of relevant  information  and in accordance with Section 8(b) of the
     Plan,  the fair market value of the Common  Stock;  (iii) to determine  the
     exercise  price per share of Options to be granted,  which  exercise  price
     shall be determined in  accordance  with Section 8(a) of the Plan;  (iv) to
     interpret  the  Plan  and  to  prescribe,   amend  and  rescind  rules  and
     regulations relating to the Plan; (v) to authorize any person to execute on
     behalf of the Company any instrument required to effectuate the grant of an
     Option  previously   granted   hereunder;   and  (vi)  to  make  all  other
     determinations  deemed necessary or advisable for the administration of the
     Plan.  Notwithstanding  anything  in this Plan to the  contrary,  the Board
     shall have not have the power or authority  without  obtaining  shareholder
     approval to substitute new Options for previously granted Options or reduce
     the price of any Option if such  substitution  or reduction would result in
     variable award accounting.

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

          (e) Suspension or  Termination  of Option.  If the President or his or
     her designee  reasonably  believes that an Optionee has committed an act of
     misconduct,  the President may suspend the Optionee's right to exercise any
     option  pending a  determination  by the Board of Directors  (excluding the
     Outside  Director  accused of such  misconduct).  If the Board of Directors
     (excluding the Outside Director  accused of such misconduct)  determines an
     Optionee  has  committed  an  act  of  embezzlement,   fraud,   dishonesty,
     nonpayment of an obligation  owed to the Company,  breach of fiduciary duty
     or deliberate  disregard of the Company rules resulting in loss,  damage or
     injury to the Company,  or if an Optionee makes an unauthorized  disclosure
     of any Company  trade secret or  confidential  information,  engages in any
     conduct  constituting unfair  competition,  induces any Company customer to
     breach a contract  with the Company or induces any  principal  for whom the
     Company acts as agent to terminate  such agency  relationship,  neither the
     Optionee  nor his or her estate  shall be entitled  to exercise  any option
     whatsoever. In making such determination, the Board of Directors (excluding
     the Outside Director accused of such misconduct) shall act fairly and shall
     give the  Optionee  an  opportunity  to  appear  and  present  evidence  on
     Optionee's  behalf at a hearing  before  the  Board or a  committee  of the
     Board.

     5.  Eligibility.  Options  may be  granted  only to Outside  Directors.  An
Outside  Director  who has been granted an Option may, if he or she is otherwise
eligible, be granted an additional Option or Options.

     The Plan  shall not confer  upon any  Optionee  any right  with  respect to
continuation of service as a Director or nomination to serve as a Director,  nor
shall it  interfere in any way with any rights which the Director or the Company
may have to terminate his or her directorship at any time.

     6. Term of Plan;  Effective  Date.  The Plan shall become  effective on the
date on which the Company's registration statement on Form S-1 (or any successor
form thereof) is declared  effective by the Securities  and Exchange  Commission
(the "Effective Date"). It shall continue in effect until August 2, 2013, unless
sooner  terminated under Section 13 of the Plan,  subject to the limitations set
forth in this Plan.

     7. Term of Option. The term of each Option shall be ten (10) years from the
date of grant thereof.

     8. Exercise Price and Consideration.

          (a) Exercise Price.  The per Share exercise price for the Shares to be
     issued  pursuant to exercise of an Option  shall be 100% of the fair market
     value per Share on the date of grant of the Option.

          (b) Fair Market  Value.  The fair market  value per Share shall be the
     mean  of  the  bid  and   asked   prices  of  the   Common   Stock  in  the
     over-the-counter  market  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  that the  Common  Stock is traded on the  NASDAQ
     National Market System or listed on a stock exchange, the fair market value
     per Share shall be the closing price on such system or exchange on the date
     of grant of the Option,  as reported in The Wall Street Journal,  provided,
     however, that if such market or exchange is closed on the date of the grant
     of the Option  then the fair  market  value per Share shall be based on the
     most recent date on which such trading  occurred  immediately  prior to the
     date of the grant of the Option;  provided,  further,  that for purposes of
     First  Options  granted on the  Effective  Date,  the fair market value per
     share shall be the initial public  offering price as set forth in the final
     prospectus  filed with the Securities and Exchange  Commission  pursuant to
     Rule 424 under the Securities Act of 1933, as amended.

          (c) Form of Consideration. The consideration to be paid for the Shares
     to be issued upon  exercise of an Option  shall  consist  entirely of cash,
     check,  other  Shares  having 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  (which,  if acquired from the Company,  shall have been
     held for at least six  months),  delivery of a properly  executed  exercise
     notice together with  instructions  to a broker to deliver  promptly to the
     Company the amount of sale proceeds  required to pay the exercise price, or
     any  combination of such methods of payment and/or any other  consideration
     or method of payment as shall be permitted under applicable corporate law.

     9. Exercise of Option.

          (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any  Option
     granted  hereunder  shall be  exercisable at such times as are set forth in
     Section 4(b) hereof or, with respect to a  discretionary  grant, as decided
     by the Board in its discretion; provided, however, that no Options shall be
     exercisable  until  shareholder  approval  of the Plan in  accordance  with
     Section 17 hereof has been obtained.

          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 consist of any consideration and method of
     payment  allowable  under Section 8(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.  A share  certificate  for the
     number of Shares so  acquired  shall be issued to the  Optionee  as soon as
     practicable  after 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 11 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 a Director. If an Outside Director ceases
     to serve as a Director on or after May 23,  2003,  he or she may,  but only
     within four (4) years (or such other period of time as is determined by the
     Board)  after the date he or she  ceases to be a Director  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. Notwithstanding the foregoing,
     in no event may the Option be exercised after its term set forth in Section
     7 has expired. To the extent that such Outside Director was not entitled to
     exercise an Option at the date of such  termination,  or does not  exercise
     such  Option  (which he or she was  entitled to  exercise)  within the time
     specified  herein,   the  Option  shall  terminate.   Notwithstanding   the
     foregoing,  with respect to an Option that was  outstanding  before May 23,
     2003,  and has an exercise  price less than 75% of the fair market value of
     the Company's  Common Stock on May 23, 2003, an Outside Director shall have
     only three (3) months (or such other period of time not  exceeding  six (6)
     months as is  determined  by the Board) to exercise  such Option  after the
     date he or she  ceases to be a  Director  of the  Company,  but only to the
     extent  that he or she was  entitled  to  exercise  it at the  date of such
     termination.

          (c) Disability of Optionee.  Notwithstanding the provisions of Section
     9(b)  above,  in the event a  Director  is unable  to  continue  his or her
     service as a Director  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) on or after May 23, 2003, he or she may, but only within four
     (4) years (or such other period of time as is determined by the Board) from
     the date of such  termination,  exercise his or her Option to the extent he
     or she was  entitled  to  exercise  it at the  date  of  such  termination.
     Notwithstanding  the  foregoing,  in no event may the  Option be  exercised
     after its term set forth in Section 7 has expired. 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.
     Notwithstanding  the  foregoing,   with  respect  to  an  Option  that  was
     outstanding before May 23, 2003, and has an exercise price less than 75% of
     the fair market value of the  Company's  Common  Stock on May 23, 2003,  an
     Outside  Director  shall have only six (6) months (or such other  period of
     time not  exceeding  twelve (12) months as is  determined  by the Board) to
     exercise  such  Option  after the date he or she ceases to be a Director of
     the Company, but only to the extent that he or she was entitled to exercise
     it at the date of such termination.

          (d) Death of Optionee. In the event of the death of an Optionee:

               (i)  during  the term of the Option who is, at the time of his or
          her  death,  a  Director  of the  Company  and who shall  have been in
          Continuous Status as a Director since the date of grant of the Option,
          the Option may be exercised in full, at any time within four (4) years
          (or  such  lesser  period  of  time  as is  determined  by the  Board)
          following the date of death,  by the Optionee's  estate or by a person
          who   acquired  the  right  to  exercise  the  Option  by  bequest  or
          inheritance,  whether  or not the right to  exercise  that  would have
          accrued  had  the  Optionee  continued  living.   Notwithstanding  the
          foregoing,  in no event may the Option be exercised after its term set
          forth in Section 7 has expired.  Notwithstanding  the foregoing,  with
          respect to an Option that was outstanding before May 23, 2003, and has
          an  exercise  price  less  than  75% of the fair  market  value of the
          Company's  Common Stock on May 23, 2003,  such Option may be exercised
          in full only for six (6) months (or such lesser time as is  determined
          by the Board) following the date of death.

               (ii) within  four (4) years (or such lesser  period of time as is
          determined by the Board) after the termination of Continuous Status as
          a Director, the Option may be exercised 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 of the right to exercise that had
          accrued at the date of termination.  Notwithstanding the foregoing, in
          no event  may the  option  be  exercised  after  its term set forth in
          Section 7 has expired.  Notwithstanding the foregoing, with respect to
          an  Option  that  was  outstanding  before  May 23,  2003,  and has an
          exercise price less than 75% of the fair market value of the Company's
          Common  Stock on May 23,  2003,  such Option may be  exercised in full
          only for six (6) months  following the date of death and only if death
          occurs within three (3) months after  termination of Continuous Status
          as a Director.

     10.  Nontransferability  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. The designation of a beneficiary
by an Optionee does not constitute a transfer. An Option may be exercised during
the lifetime of an Optionee  only by the  Optionee or a transferee  permitted by
this Section.

     11.  Adjustments Upon Changes in Capitalization  or Merger.  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.

     In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate  immediately  prior to the  consummation  of such proposed
action,  unless otherwise  provided by the Board. 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.

     In the event of a proposed sale of all or  substantially  all of the assets
of the Company,  or the merger of the Company with or into another  corporation,
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 Board
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.

     12. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the date determined in accordance with Section 4(b) hereof. Notice
of the  determination  shall be given to each Outside Director to whom an Option
is so granted within a reasonable time after the date of such grant.

     13. Amendment and Termination of the Plan

          (a)  Amendment and  Termination.  The Board may amend or terminate the
     Plan from time to time in such  respects  as the Board may deem  advisable;
     provided  that,  to the extent  necessary and desirable to comply with Rule
     16b-3 under the Exchange Act (or any other  applicable law or  regulation),
     the Company  shall obtain  approval of the  shareholders  of the Company to
     Plan  amendments  to the extent and in the manner  required  by such law or
     regulation.

          (b)  Effect  of  Amendment  or  Termination.  Any  such  amendment  or
     termination  of the Plan that would impair the rights of any Optionee shall
     not affect Options  already granted to such Optionee and such Options shall
     remain in full  force and  effect as if this Plan had not been  amended  or
     terminated,  unless mutually agreed otherwise  between the Optionee and the
     Board,  which  agreement  must be in writing and signed by the Optionee and
     the Company.

     14. 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 of 1933, as
amended,  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 represent and warrant at the time of any such
exercise 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  by any of the
aforementioned relevant provisions of law.

     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.

     15. 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.

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

     17. Shareholder Approval.

          (a)  Continuance  of the Plan  shall be  subject  to  approval  by the
     shareholders  of the  Company  at or prior to the first  annual  meeting of
     shareholders  held  subsequent to the granting of an Option  hereunder.  If
     such shareholder approval is obtained at a duly held shareholders' meeting,
     it may be obtained by the affirmative  vote of the holders of a majority of
     the  outstanding  shares of the Company present or represented and entitled
     to vote  thereon.  If such  shareholder  approval  is  obtained  by written
     consent,  it may be  obtained  by the  written  consent of the holders of a
     majority of the outstanding shares of the Company.

          (b) Any required  approval of the shareholders of the Company shall be
     solicited  substantially  in accordance  with Section 14(a) of the Exchange
     Act and the rules and regulations promulgated thereunder.

     18.  Information to Optionees.  The Company shall provide to each Optionee,
during the period for which such  Optionee has one or more Options  outstanding,
copies  of all  annual  reports  to  shareholders,  proxy  statements  and other
information provided to all shareholders of the Company.