Exhibit 10.95

                              COMPUTONE CORPORATION

                              AMENDED AND RESTATED
                              --------------------
                           1998 EQUITY INCENTIVE PLAN
                           --------------------------

     1.   PURPOSE. The purpose of the Computone Corporation Amended and Restated
1998 Equity  Incentive  Plan (the "Plan") is to further the growth,  development
and  financial  success of Computone  Corporation  (the  "Company") by providing
additional  incentives to those  officers and key employees who are  responsible
for the management of the Company's business,  which incentives will enable them
to  participate  directly in the growth of the value of the capital stock of the
Company.  To accomplish  these  purposes,  the Plan provides a means whereby key
employees  and officers may receive stock  options  ("Options")  to purchase the
Company's Common Stock, $.01 par value (the "Common Stock").

     2.   Administration.
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          (a)  COMPOSITION OF THE COMMITTEE. The Plan shall be administered by a
committee  (the  "Committee"),  which  shall be  appointed  by and  serve at the
pleasure of the  Company's  Board of Directors  (the "Board") or by the Board in
the  absence  of the  appointment  of the  Committee.  The  Committee  shall  be
comprised  of two or more  members  of the  Board,  each of whom  shall be (i) a
"non-employee  director"  within the meaning of Rule 16b-3 under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") and (ii) an  "outside
director"  within the meaning of Section 162(m) of the Internal  Revenue Code of
1986, as amended (the "Code").  Subject to the foregoing,  from time to time the
Board may increase or decrease  the size of the  Committee,  appoint  additional
members  thereof,  remove members with or without cause,  appoint new members in
substitution therefor, fill vacancies or remove all members of the Committee and
thereafter directly administer the Plan.

          (b)  AUTHORITY OF THE  COMMITTEE.  The  Committee  shall have full and
final authority, in its sole discretion, to interpret the provisions of the Plan
and to decide all questions of fact arising in its application; to determine the
officers  and other key  employees  to whom  awards  shall be made and the type,
amount,  size and terms of each such award;  to  determine  the time when awards
shall be granted and to make all other determinations necessary or advisable for
the administration of the Plan. The Committee shall have the authority to adopt,
amend and rescind such rules, regulations and procedures as, in its opinion, may
be advisable in the administration of the Plan,  including,  without limitation,
rules,  regulations  and  procedures  that:  (i) deal  with  satisfaction  of an
optionee's  tax  withholding  obligations  pursuant  to Section 13 hereof,  (ii)
include arrangements to facilitate an optionee's ability to borrow funds for the
payment of the  exercise  price of an Option,  if  applicable,  from  securities
brokers and

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dealers and (iii) include  arrangements  that provide for the payment of some or
all of an Option's  exercise  price by delivery of  previously  owned  shares of
Common  Stock or other  property  and/or by  withholding  some of the  shares of
Common  Stock  being  acquired  upon  exercise  of  an  Option.  All  decisions,
determinations  and  interpretations of the Committee shall be final and binding
on all optionees and all other holders of Options granted under the Plan.

          (c)  AUTHORITY OF THE BOARD.  Notwithstanding anything to the contrary
set forth in the Plan, all authority  granted  hereunder to the Committee may be
exercised  at any  time  and  from  time to time by the  Board.  All  decisions,
determinations  and  interpretations  of the Board shall be final and binding on
all optionees and all other holders of Options granted under the Plan.

     3.   STOCK  SUBJECT TO THE PLAN.  Subject to Section 16 hereof,  the shares
that may be issued  under the Plan shall not exceed in the  aggregate  1,000,000
shares of Common  Stock.  Such shares may be authorized  and unissued  shares or
shares issued and  subsequently  reacquired by the Company.  Except as otherwise
provided herein,  any shares subject to an Option that for any reason expires or
is terminated  unexercised as to such shares shall again be available  under the
Plan.

     4.   ELIGIBILITY TO RECEIVE  OPTIONS.  Persons  eligible to receive Options
under the Plan shall be limited to those officers and other key employees of the
Company  and any  subsidiary  (as  defined  in  Section  425 of the  Code or any
amendment or substitute  thereto) who are in positions in which their decisions,
actions and counsel  significantly  impact upon the profitability and success of
the Company or a subsidiary of the Company; provided, however, that directors of
the Company who are not also  officers or employees of the Company  shall not be
eligible to participate in the Plan.

     5.   TYPES OF OPTIONS. Grants may be made at any time and from time to time
by the  Committee  in the form of stock  options  to  purchase  shares of Common
Stock.  Options granted hereunder may be Options that are intended to qualify as
incentive  stock  options  within the  meaning of Section 422 of the Code or any
amendment or substitute thereto  ("Incentive Stock Options") or Options that are
not intended to so qualify ("Nonqualified Stock Options").

     6.   OPTION AGREEMENTS.  Each Option for the purchase of Common Stock shall
be evidenced by a written option  agreement in such form not  inconsistent  with
the Plan as the  Committee  or the Board shall  approve  from time to time.  The
Options granted  hereunder may be evidenced by a single agreement or by multiple
agreements,  as determined by the Committee in its sole discretion.  Each option
agreement shall contain in substance the following terms and conditions:

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          (a)  TYPE OF OPTION.  Each option agreement shall identify the Options
represented  thereby  either as Incentive  Stock Options or  Nonqualified  Stock
Options, as the case may be.

          (b)  OPTION PRICE.  Each option agreement shall set forth the purchase
price of the Common Stock  purchasable upon the exercise of the Option evidenced
thereby.  Subject to the limitation set forth in Section  6(d)(ii)  hereof,  the
purchase price of the Common Stock subject to an Incentive Stock Option shall be
not less than 100% of the fair market value of such stock on the date the Option
is granted,  as determined  by the Committee or the Board,  but in no event less
than the par value of such stock. The purchase price of the Common Stock subject
to a  Nonqualified  Stock  Option  shall be not less than 85% of the fair market
value of such  stock on the date the Option is  granted,  as  determined  by the
Committee or the Board.  For this  purpose,  fair market value on any date shall
mean the  closing  price of the Common  Stock,  as  reported  in The Wall Street
Journal,  or  if  not  so  reported,  as  otherwise  reported  by  the  National
Association of Securities Dealers Automated  Quotation System ("Nasdaq"),  or if
the Common  Stock is not  reported by Nasdaq,  the fair market value shall be as
determined by the Committee or the Board pursuant to Section 422 of the Code.

          (c)  EXERCISE TERM.  Each option  agreement  shall state the period or
periods of time within which the Option may be  exercised,  in whole or in part,
as determined  by the  Committee or the Board,  provided that no Option shall be
exercisable after ten years from the date of grant thereof.  The Committee shall
have the power to permit an  acceleration  of  previously  established  exercise
terms, subject to the requirements set forth herein, upon such circumstances and
subject to such terms and conditions as the Committee deems appropriate.

          (d)  INCENTIVE  STOCK  OPTIONS.  In the  case  of an  Incentive  Stock
Option,  each option  agreement  shall contain such other terms,  conditions and
provisions  as the  Committee  determines  necessary  or  desirable  in order to
qualify  the Option  granted  thereunder  as a  tax-favored  Option  (within the
meaning of Section 422 of the Code or any  amendment  or  substitute  thereto or
regulation  thereunder)  including  without  limitation,  each of the following,
except  that any of these  provisions  may be  omitted or  modified  if it is no
longer  required  in order to have an Option  qualify  as a  tax-favored  Option
within the meaning of Section  422 of the Code or any  amendment  or  substitute
therefor:

               (i)  The aggregate  fair market value,  determined as of the date
the Option is granted, of the Common Stock with respect to which Incentive Stock
Options are first exercisable by any employee during any calendar year under all
plans of the Company shall not exceed $100,000.

               (ii) No Incentive  Stock Options shall be granted to any employee
if at the time the Option is granted such employee owns stock possessing

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more than 10% of the total combined  voting power of all classes of stock of the
Company or its subsidiaries unless at the time such Option is granted the Option
price is at least  110% of the fair  market  value of the stock  subject  to the
Option and, by its terms, the Option is not exercisable  after the expiration of
five years from the date of grant.

               (iii)No Incentive  Stock Options shall be  exercisable  more than
three  months,  or one  year in the  case of an  employee  who  dies or  becomes
disabled  within the meaning of Section  72(m)(7) of the Code or any  substitute
therefor, after termination of employment with the Company.

          (e)  SUBSTITUTION  OF OPTIONS.  Options may be granted  under the Plan
from time to time in  substitution  for stock options held by employees of other
corporations who are about to become,  and who do concurrently with the grant of
such options become,  employees of the Company or a subsidiary of the Company as
a result of a merger or  consolidation  of the  employing  corporation  with the
Company or a subsidiary of the Company,  or the  acquisition by the Company or a
subsidiary  of the  Company of the assets of the  employing  corporation  or the
acquisition  by the  Company  or a  subsidiary  of the  Company  of stock of the
employing  corporation.  The terms and conditions of the  substitute  Options so
granted may vary from the terms and  conditions  set forth in this  Section 6 to
such  extent  as the  Committee  at the time of grant  may deem  appropriate  to
conform,  in  whole  or in part,  to the  provisions  of the  stock  options  in
substitution for which they are granted.

     7.   DATE OF  GRANT.  The date on which an  Option  shall be deemed to have
been granted under the Plan shall be the date of the  Committee's  authorization
of the Option or such later date as may be  determined  by the  Committee at the
time the Option is  authorized.  Notice of the  determination  shall be given to
each  individual to whom an Option is so granted within a reasonable  time after
the date of such grant.

     8.   EXERCISE AND PAYMENT FOR SHARES.  Options may be exercised in whole or
in part,  from  time to time,  by  giving  written  notice  of  exercise  to the
Secretary of the Company,  specifying the number of shares to be purchased.  The
purchase price of the shares with respect to which an Option is exercised  shall
be payable in full with the notice of  exercise  in cash,  Common  Stock at fair
market value or a combination  thereof, as the Committee may determine from time
to time and subject to such terms and  conditions  as may be  prescribed  by the
Committee for such  purpose.  The  Committee  may also,  in its  discretion  and
subject to prior notification to the Company by an optionee,  permit an optionee
to enter into an agreement with the Company's transfer agent or a brokerage firm
of national  standing  whereby the  optionee  will  simultaneously  exercise the
Option and sell the shares acquired thereby through the Company's transfer agent
or such a  brokerage  firm  and  either  the  Company's  transfer  agent  or the
brokerage firm executing the sale will remit to the Company from the

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proceeds  of sale the  exercise  price of the  shares as to which the Option has
been exercised.

     9.   RIGHTS  UPON  TERMINATION  OF  SERVICE.  In the event that an optionee
ceases to be an employee of the Company or any subsidiary of the Company for any
reason  other than death,  retirement  (as  hereinafter  defined) or  disability
(within the meaning of Section 72(m)(7) of the Code or any substitute therefor),
the optionee  shall have the right to exercise the Option during its term within
a period of three  months after such  termination  to the extent that the Option
was  exercisable  at the time of  termination  or within  such other  period and
subject to such terms and  conditions as may be specified by the  Committee.  In
the event  that an  optionee  dies,  retires or  becomes  disabled  prior to the
expiration  of his Option and without  having fully  exercised  his Option,  the
optionee or his successor shall have the right to exercise the Option during its
term within a period of one year after  termination  of employment due to death,
retirement or disability  to the extent that the Option was  exercisable  at the
time of  termination  or within such other  period and subject to such terms and
conditions,  as may be  specified by the  Committee.  As used in this Section 9,
"retirement"  means a  termination  of  employment  by reason  of an  optionee's
retirement at or after his earliest permissible  retirement date pursuant to and
in  accordance  with  his  employer's   regular  retirement  plan  or  personnel
practices.  Notwithstanding  the provisions of Section  6(d)(iii) hereof, if the
term of an  Incentive  Stock Option  continues  for more than three months after
termination  of  employment  due to  retirement  or more  than  one  year  after
termination  of  employment  due to  death  or  disability,  such  Option  shall
thereupon lose its status as an Incentive Stock Option and shall be treated as a
Nonqualified Stock Option.

     10.  GENERAL  RESTRICTIONS.  Each  Option  granted  under the Plan shall be
subject to the  requirement  that if at any time the Committee  shall  determine
that (i) the  listing,  registration  or  qualification  of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any government  regulatory body,
(iii) the  satisfaction of any tax payment or withholding  obligation or (iv) an
agreement  by the  recipient  of an Option with  respect to the  disposition  of
shares of  Common  Stock is  necessary  or  desirable  as a  condition  of or in
connection  with the  granting  of such  Option or the  issuance  or purchase of
shares of Common Stock thereunder, such Option shall not be consummated in whole
or in part unless such listing, registration,  qualification,  consent, approval
or agreement  shall have been  effected or obtained free of any  conditions  not
acceptable to the Committee or the Board.

     11.  RIGHTS OF A  STOCKHOLDER.  The recipient of any Option under the Plan,
unless  otherwise  provided by the Plan,  shall have no rights as a  stockholder
unless  and  until a  certificate  for  shares of  Common  Stock is  issued  and
delivered to him.

     12.  RIGHT TO TERMINATE EMPLOYMENT. Nothing contained in the Plan or in any
agreement  entered into  pursuant to the Plan shall confer upon any optionee the
right to

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continue in the  employment  of the Company or any  subsidiary of the Company or
affect any right that the Company or any  subsidiary  of the Company may have to
terminate the employment of such optionee.

     13.  WITHHOLDING.  Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company shall have the right
to require the recipient to remit to the Company an amount sufficient to satisfy
any federal,  state or local withholding tax requirements  prior to the delivery
of any  certificate  or  certificates  for  such  shares.  If and to the  extent
authorized by the  Committee,  in its sole  discretion,  an optionee may make an
election,  by means of a form of election to be prescribed by the Committee,  to
have  shares  of Common  Stock  that are  acquired  upon  exercise  of an Option
withheld  by the  Company  or to tender  other  shares of Common  Stock or other
securities  of the Company  owned by the  optionee to the Company at the time of
exercise of an Option to pay the amount of tax that would  otherwise be required
by law to be withheld  by the Company as a result of any  exercise of an Option.
Any such election  shall be  irrevocable  and shall be subject to termination by
the Committee or the Board at any time.  Any  securities so withheld or tendered
will be valued by the Committee or the Board as of the date of exercise.

     14.  NON-ASSIGNABILITY.  No Option  under the Plan shall be  assignable  or
transferable  by the recipient  thereof except by will or by the laws of descent
and  distribution  or by such  other  means as the  Committee  or the  Board may
approve. During the life of the recipient, such Option shall be exercisable only
by such person or by such person's guardian or legal representative.

     15.  NON-UNIFORM  DETERMINATIONS.  The Committee's determinations under the
Plan,  including,  without limitation,  determinations of the persons to receive
Options, the form, amount and timing of such grants, the terms and provisions of
Options and the agreements  evidencing same, need not be uniform and may be made
selectively  among  persons who receive,  or are eligible to receive,  grants of
Options under the Plan whether or not such persons are similarly situated.

     16.  Adjustments.
          -----------

          (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by the
stockholders  of the Company,  the number of shares of Common  Stock  covered by
each outstanding  Option and the number of shares of Common Stock that 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

<PAGE>

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 Committee or 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,  all  outstanding  Options  will
terminate  immediately prior to the consummation of such proposed action, unless
otherwise  provided by the  Committee or the Board.  The  Committee or 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 Committee or the Board and give
each Option holder the right to exercise his Option as to all or any part of the
shares of Common Stock covered by the Option,  including  shares as to which the
Option would not otherwise be exercisable.

          (c)  SALE  OR  MERGER.  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, the Committee or the Board, in the exercise of
its sole discretion, may take such action as it deems desirable,  including, but
not limited to: (i) causing an Option to be assumed or an  equivalent  option to
be substituted  by such successor  corporation or a parent or subsidiary of such
successor corporation, (ii) providing that an Option holder shall have the right
to exercise  his Option as to all of the shares of Common  Stock  covered by the
Option,  including  shares  as to  which  the  Option  would  not  otherwise  be
exercisable or (iii) declaring that an Option shall terminate at a date fixed by
the  Committee or the Board  provided that the Option holder is given notice and
opportunity  prior to such date to exercise  that  portion of his Option that is
currently exercisable.

     17.  AMENDMENT.  The Committee or the Board may terminate or amend the Plan
at any time with respect to shares as to which  Options  have not been  granted,
subject to any required  stockholder  approval or any stockholder  approval that
the Committee or the Board may deem to be advisable for any reason,  such as for
the purpose of obtaining or retaining any statutory or regulatory benefits under
tax,  securities  or other laws or  satisfying  any  applicable  stock  exchange
listing  requirements.  Neither  the Board nor the  Committee  may,  without the
consent  of the  holder of an  Option,  alter or impair  any  Option  previously
granted under the Plan, except as specifically authorized herein.

     18.  Conditions upon Issuance of Shares.
          ----------------------------------

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          (a)  COMPLIANCE WITH SECURITIES LAWS. Shares of Common Stock 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 and the requirements of any stock exchange upon which the
Common Stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

          (b)  INVESTMENT REPRESENTATIONS.  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 of Common Stock 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
representation is required by any of the aforementioned  relevant  provisions of
law.

     19.  RESERVATION OF SHARES. The Company,  during the term of the 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.

     20.  EFFECT ON OTHER PLANS.  Participation  in the Plan shall not affect an
employee's  eligibility to participate in any other benefit or incentive plan of
the Company or any subsidiary of the Company.  Any Options  granted  pursuant to
the Plan shall not be used in determining the benefits  provided under any other
plan  of the  Company  or any  subsidiary  of the  Company  unless  specifically
provided.

     21.  DURATION  OF THE PLAN.  The Plan  shall  remain  in  effect  until all
Options  granted  under the Plan have been  satisfied by the issuance of shares,
but no Option shall be granted more than ten years after the earlier of the date
the Plan is adopted by the Board or is approved by the Company's stockholders.

     22.  FORFEITURE FOR DISHONESTY. Notwithstanding anything to the contrary in
the Plan, if the Committee or the Board finds,  by a majority  vote,  after full
consideration  of the facts  presented  on behalf  of both the  Company  and any
optionee,  that the  optionee has been  engaged in fraud,  embezzlement,  theft,
commission of a felony or dishonest  conduct in the course of his  employment or
retention  by the  Company or any  subsidiary  of the Company  that  damaged the
Company or any  subsidiary  of the Company or that the  optionee  has  disclosed
trade  secrets of the Company or any  subsidiary  of the  Company,  the optionee
shall forfeit all unexercised  Options and all exercised Options with respect to
which the Company has not yet delivered the

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certificates.  The decision of the  Committee or the Board in  interpreting  and
applying the  provisions  of this Section 22 shall be final.  No decision of the
Committee or the Board shall affect the finality of the discharge or termination
of such optionee by the Company or any subsidiary of the Company in any manner.

     23.  NO PROHIBITION ON CORPORATE  ACTION. No provision of the Plan shall be
construed to prevent the Company or any officer or director  thereof from taking
any  corporate  action  deemed by the Company or such  officer or director to be
appropriate or in the Company's best interest,  whether or not such action could
have an adverse  effect on the Plan or any  Options  granted  hereunder,  and no
optionee or optionee's estate, personal representative or beneficiary shall have
any claim against the Company or any officer or director  thereof as a result of
the taking of such action.

     24.  INDEMNIFICATION.  With respect to the  administration of the Plan, the
Company shall  indemnify each present and future member of the Committee and the
Board against,  and each member of the Committee and the Board shall be entitled
without  further  action  on his  part to  indemnity  from the  Company  for all
expenses  (including  the  amount  of  judgments  and  the  amount  of  approved
settlements  made with a view to the  curtailment of costs of litigation,  other
than  amounts  paid  to  the  Company  itself)  reasonably  incurred  by  him in
connection  with or arising out of, any action,  suit or  proceeding in which he
may be involved by reason of his being or having been a member of the  Committee
or the  Board,  whether  or not he  continues  to be such  member at the time of
incurring  such  expenses;  provided,  however,  that such  indemnity  shall not
include any expenses  incurred by any such member of the  Committee or the Board
(i) in respect of matters as to which he shall be finally  adjudged  in any such
action,  suit or proceeding  to have been guilty of gross  negligence or willful
misconduct in the performance of his duty as such member of the Committee or the
Board or (ii) in respect of any matter in which any  settlement  is effected for
an amount in excess of the amount  approved  by the Company on the advice of its
legal counsel;  and provided further that no right of indemnification  under the
provisions  set forth herein shall be  available to or  enforceable  by any such
member of the Committee or the Board unless, within 60 days after institution of
any such  action,  suit or  proceeding,  he shall have  offered  the  Company in
writing the opportunity to handle and defend such action at its own expense. The
foregoing  right of  indemnification  shall  inure to the  benefit of the heirs,
executors and  administrators of each such member of the Committee and the Board
and  shall be in  addition  to all  other  rights to which  such  member  may be
entitled as a matter of law, contract or otherwise.

     25.  Miscellaneous Provisions.
          ------------------------

          (a)  COMPLIANCE  WITH PLAN  PROVISIONS.  No optionee  or other  person
shall have any right with  respect to the Plan,  the Common  Stock  reserved for
issuance  under the Plan or any Option until a written  option  agreement  shall
have been executed by the Company and the optionee and all the terms, conditions
and provisions of the

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Plan and the Option  applicable to such optionee and each person  claiming under
or through him have been met.

          (b)  APPROVAL OF COUNSEL.  In the  discretion of the Committee and the
Board, no shares of Common Stock, other securities or property of the Company or
other  forms of payment  shall be issued  hereunder  with  respect to any Option
unless  counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable federal,  state, local and foreign legal,  securities
exchange and other applicable requirements.

          (c)  COMPLIANCE  WITH RULE 16b-3.  To the extent that Rule 16b-3 under
the Exchange Act applies to Options  granted under the Plan, it is the intention
of the Company that the Plan comply in all  respects  with the  requirements  of
Rule 16b-3, that any ambiguities or  inconsistencies in construction of the Plan
be  interpreted to give effect to such intention and that, if the Plan shall not
so comply,  whether on the date of adoption or by reason of any later  amendment
to or  interpretation  of Rule 16b-3, the provisions of the Plan shall be deemed
to be  automatically  amended so as to bring them into full compliance with such
rule.

          (d)  UNFUNDED PLAN. The Plan shall be unfunded.  The Company shall not
be required  to  establish  any  special or  separate  fund or to make any other
segregation of assets under the Plan.

          (e)  EFFECTS OF ACCEPTANCE OF OPTION. By accepting any Option or other
benefit under the Plan,  each optionee and each person claiming under or through
him  shall  be  conclusively   deemed  to  have  indicated  his  acceptance  and
ratification of, and consent to, any action taken under the Plan by the Company,
the Board or the Committee or its delegates.

          (f)  CONSTRUCTION.  The  masculine  pronoun shall include the feminine
and neuter,  and the  singular  shall  include the plural,  where the context so
indicates.

     26.  STOCKHOLDER  APPROVAL.  The  Company  shall  submit  the  Plan  to the
stockholders entitled to vote hereon for approval within twelve months after the
date of adoption by the Board in order to meet the  requirements  of Section 422
of the Code and the regulations  thereunder.  The exercise of any Option granted
under the Plan shall be subject to the  approval of the Plan by the  affirmative
vote of the holders of a majority of the outstanding  shares of the Common Stock
present,  or  represented,  and entitled to vote at a duly  convened  meeting of
stockholders.

Date of adoption by the Board of Directors:  December 15, 1998

Date of approval by the stockholders:  August 12, 1999

Date of amendment and restatement:  December 28, 2000