EXHIBIT 10.8
                            EQUALNET HOLDING CORP.
                EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN

                           ADOPTED FEBRUARY 25, 1995

            SECTION 1.  PURPOSE

            The purpose of the EqualNet Holding Corp. Employee Stock Option and
Restricted Stock Plan is to promote the interests of EqualNet Holding Corp. (the
"Company") and its shareholders by providing it with a mechanism to enable the
Company and its subsidiaries to attract, retain and motivate their key employees
with compensatory arrangements and benefits that make use of the Company's stock
so as to provide for or increase the proprietary interests of such employees in
the Company.

            SECTION 2.  DEFINITIONS

            (A) "AGREEMENT" shall mean a written agreement setting forth the
terms of an Award.

            (B) "AWARD" shall mean an Option (which may be designated as an
Incentive Stock Option or a Non-Incentive Stock Option) or a Restricted Stock
Award granted under this Plan.

            (C) "BOARD" shall mean the Board of Directors of the Company.

            (D) "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

            (E) "COMMITTEE" shall mean the committee appointed by the Board to
administer this Plan.

            (F) "COMMON STOCK" shall mean the Company's Common Stock, $.01 par
value (or such other par value as may be designated by act of the Company's
shareholders).

            (G) "COMPANY" shall mean EqualNet Holding Corp.

            (H) "DISABILITY" shall mean a medically determinable mental or
physical impairment which, in the opinion of a physician selected by the
Committee, shall prevent the Employee from engaging in any substantial gainful
activity and which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12 months and
which: (a) was not contracted, suffered or incurred while the Employee was
engaged in, or did not result from having engaged in, a felonious criminal
enterprise and (b) did not result from alcoholism or addiction to narcotics.

            (I) "DISINTERESTED" shall mean disinterested within the meaning of
applicable regulatory requirements, including those promulgated under Section 16
of the Exchange Act.

            (J) "EMPLOYEE" shall mean an officer or employee of the Company or a
Subsidiary.

            (K) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.
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            (L) "FAIR MARKET VALUE" of a share of Common Stock as of a
particular date (the "Determination Date") shall mean:

                  (i) If the Common Stock is listed or admitted to trading on
            any securities exchange or recognized inter-dealer quotation system,
            the arithmetic average of the high and low price on the principal
            securities exchange or recognized inter-dealer quotation system on
            which the Common Stock is traded or quoted on the trading day
            immediately preceding the Determination Date.

                  (ii) If the Common Stock is not then listed or admitted to
            trading on any securities exchange or recognized inter-dealer
            quotation system, the last reported sale price on the trading day
            immediately preceding the Determination Date, or if no sale takes
            place on such day, the arithmetic average of the closing bid and
            asked prices on such day.

                  (iii) If the Common Stock is not then listed or admitted to
            trading on any securities exchange or recognized inter-dealer
            quotation system and no such reported sale price or bid and asked
            prices are available, the arithmetic average of the reported high
            bid and low asked prices on the trading day immediately preceding
            the Determination Date.

                  (iv) If it is not possible to determine the Fair Market Value
            pursuant to any of the procedures set forth in clauses (i), (ii) or
            (iii) above, then as determined in good faith by the Company's Board
            of Directors upon a review of relevant factors.

            (M) "INCENTIVE STOCK OPTION" shall mean an Option that is intended
by the Committee to meet the requirements of Section 422 of the Code or any
successor provision.

            (N) "NON-INCENTIVE STOCK OPTION" shall mean an Option granted
pursuant to this Plan which does not qualify as an Incentive Stock Option.

            (O) "OPTION" shall mean the right to purchase Common Stock at a
price to be specified and upon terms to be designated by the Committee pursuant
to this Plan. An Option shall be designated by the Committee as an Incentive
Stock Option or a Non-Incentive Stock Option.

            (P) "OPTION PRICE" shall mean the price at which shares may be
purchased pursuant to an Option.

            (Q) "PLAN" shall mean this EqualNet Holding Corp. Employee Stock
Option and Restricted Stock Plan.

            (R) "RESTRICTED PERIOD" shall mean the period designated by the
Committee during which Restricted Stock may not be sold, assigned, transferred,
pledged, or otherwise encumbered.

            (S) "RESTRICTED STOCK" shall mean those shares of Common Stock
issued pursuant to a Restricted Stock Award which are subject to the
restrictions, terms, and conditions set forth in the related Agreement.

            (T) "RESTRICTED STOCK AWARD" shall mean an award of Restricted Stock
pursuant to Section 8 hereof.

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            (U) "RETAINED DISTRIBUTIONS" shall mean any securities or other
property (other than regular cash dividends) distributed by the Company in
respect of Restricted Stock during any Restricted Period.

            (V) "RETIRE" or "RETIREMENT" shall mean retirement in accordance
with the terms of a retirement plan that is qualified under Section 401(a) of
the Code and maintained by the Company or a Subsidiary in which the employee is
a participant.

            (W) "SUBSIDIARY" shall mean any present or future subsidiary
corporations, as defined in Section 424 of the Code, of the Company.

            SECTION 3.  STOCK SUBJECT TO THE PLAN

            The total amount of the Common Stock with respect to which Awards
may be granted shall not exceed in the aggregate 300,000 shares. The class and
aggregate number of shares which may be subject to the Options granted under
this Plan shall be subject to adjustment under Section 7. The class and
aggregate number of shares which may be subject to the Restricted Stock Awards
granted under the Plan shall also be subject to adjustment under Section 8.
Shares of Common Stock with respect to which Awards may be granted may be
treasury shares or authorized but unissued shares of Common Stock. If any Award
under the Plan shall expire or terminate for any reason without having been
exercised in full, or if any Award shall be forfeited, the shares subject to the
unexercised or forfeited portion of such Award shall again be available for the
purposes of the Plan.

            SECTION 4.  ADMINISTRATION

            The Plan shall be administered by a Committee the members of which
shall be Disinterested persons. The Committee shall consist of not less than two
members of the Board, who are not Employees. The Board shall have the power from
time to time to add or remove members of the Committee, and to fill vacancies
arising for any reason. The Committee shall designate a chairman from among its
members, who shall preside at all of its meetings, and shall designate a
secretary, without regard to whether that person is a member of the Committee,
who shall keep the minutes of the proceedings and all records, documents, and
data pertaining to its administration of the Plan. Meetings shall be held at any
time and place as it shall choose. A majority of the members of the Committee
shall constitute a quorum for the transaction of business. The vote of a
majority of those members present at any meeting shall decide any question
brought before that meeting. In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members. No member of the Committee shall be
liable for any act or omission of any other member of the Committee or for any
act or omission on his own part, including but not limited to the exercise of
any power or discretion given to him under the Plan, except those resulting from
his own gross negligence or willful misconduct. All questions of interpretation
and application of the Plan, or as to Awards granted under it shall be subject
to the determination of a majority of the Committee. The Committee in exercising
any power or authority granted under this Plan or in making any determination
under this Plan shall perform or refrain from performing those acts using its
sole discretion and judgment. Any decision made by the Committee or any
refraining to act or any act taken by the Committee in good faith shall be final
and binding on all parties. The Committee's decision shall never be subject to
de novo review. When appropriate the Plan shall be administered in order to
qualify certain of the Options granted under it as Incentive Stock Options.

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            SECTION 5.  ELIGIBILITY

            The individuals who shall be eligible to participate in the Plan
shall be those full-time key Employees, including directors if they are
Employees, as the Committee shall determine during the term of this Plan. No
individual shall be eligible to receive an Award under the Plan while that
individual is a member of the Committee.

            No Employee who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the corporation employing the
Employee or of its parent or subsidiary corporation shall be eligible to receive
an Option which is an Incentive Stock Option unless at the time that the Option
is granted the Option Price is at least 110% of the Fair Market Value of the
Common Stock at the time the Option is granted and the Option by its own terms
is not exercisable after the expiration of five years from the date the Option
is granted.

            An Employee will be considered as owning the stock owned, directly
or indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors, and lineal descendants. Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust will be
considered as being owned proportionately by or for its shareholders, partners
or beneficiaries. For all purposes of this Plan, a parent corporation is any
corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if, on the date of grant of the Option in question, each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in that chain; and a subsidiary corporation is any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if, on the date of grant of the Option in question, each of the
corporations, other than the last corporation in the chain, owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in that chain.

            SECTION 6.  MAXIMUM NUMBER OF SHARES SUBJECT TO AN AWARD

            The maximum number of shares of Common Stock subject to Options that
may be awarded under the Plan to any Employee during any consecutive three year
period is 200,000. The maximum number of shares of Common Stock that may be
awarded under the Plan to any Employee pursuant to Restricted Stock Awards
during any consecutive three year period is 100,000.

            SECTION 7.  STOCK OPTIONS

            A. AUTHORITY TO GRANT OPTIONS. The Committee may grant Incentive
Stock Options or Non-Incentive Stock Options at any time during the term of this
Plan to any eligible Employee that it chooses.

            Each Option granted shall be approved by the Committee. Subject only
to any applicable limitations set forth in this Plan, the number of shares of
Common Stock to be covered by an Option shall be as determined by the Committee.

            B. OPTION PRICE. The price at which shares may be purchased pursuant
to an Option, whether it is an Incentive Stock Option or a Non-Incentive Stock
Option, shall be not less than the Fair Market Value of the shares of Common
Stock on the date the Option is granted. The Committee in its discretion may
provide that the price at which shares may be purchased shall be more than the
minimum price required.

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            C. DURATION OF OPTIONS. No Option which is an Incentive Stock Option
shall be exercisable after the expiration of ten years from the date such Option
is granted. The Committee in its discretion may provide that such Option shall
be exercisable throughout the ten year period or during any lesser period of
time commencing on or after the date of grant of such Option and ending upon or
before the expiration of the ten year period. If an Employee owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the corporation employing the Employee or of its parent or subsidiary
corporation, no Option which is an Incentive Stock Option shall be exercisable
after the expiration of five years from the date such Option is granted. No
Option which is a Non-Incentive Stock Option shall be exercisable after the
expiration of ten years from the date such Option is granted. The Committee in
its discretion may provide that such Option shall be exercisable throughout the
ten year period or during any lesser period of time commencing on or after the
date of grant of such Option and ending upon or before the expiration of the ten
year period.

            D. MAXIMUM VALUE OF STOCK SUBJECT TO OPTIONS WHICH ARE INCENTIVE
STOCK OPTIONS. To the extent that the aggregate Fair Market Value (determined as
of the date the Option is granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee in any calendar
year (under this Plan and any other incentive stock option plans of the Company
and any parent and subsidiary corporation within the meaning of Section 424 of
the Code) exceeds $100,000, the Options shall be treated as NonIncentive Stock
Options. In making this determination, Options shall be taken into account in
the order in which they were granted.

            E. AMOUNT EXERCISABLE. The usual form of agreement granting an
Option (whether Incentive or Non-incentive) shall, subject to any limitation on
exercise contained in the Agreement which is not inconsistent with this Plan,
contain the following terms of exercise:

            (a) No Option granted under this Plan may be exercised until an
      optionee has completed one year of continuous employment with the Company
      or any Subsidiary following the date of grant;

            (b) Beginning on the day after the first anniversary of the date of
      grant, an Option may be exercised up to 25% of the shares subject to the
      Option;

            (c) After the expiration of each succeeding anniversary date of the
      date of grant, the Option may be exercised up to an additional 25% of the
      shares subject to the Option, so that after the expiration of the fourth
      anniversary of the date of grant, the Option shall be exercisable in full;
      and

            (d) To the extent not exercised, installments shall be cumulative
      and may be exercised in whole or in part until the Option expires on the
      tenth anniversary of the date of the grant.

However, the Committee, in its discretion, may change the terms of exercise so
that any Option may be exercised so long as it is valid and outstanding from
time to time in part or as a whole in such manner and subject to such conditions
as it may set. In addition, the Committee, in its discretion, may accelerate the
time in which any outstanding Option may be exercised. But in no event shall any
Option be exercisable after the tenth anniversary of the date of the grant.

            F. EXERCISE OF OPTIONS. An optionee may exercise such optionee's
Option by delivering to the Company a written notice stating (i) that such
optionee wishes to exercise

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such Option on the date such notice is so delivered, (ii) the number of shares
of Common Stock with respect to which the Option is to be exercised and (iii)
the address to which the certificate representing such shares of Common Stock
should be mailed. In order to be effective, such written notice shall be
accompanied by (i) payment of the Option Price of such shares of Common Stock
and (ii) payment of an amount of money necessary to satisfy any withholding tax
liability that may result from the exercise of such Option. Each such payment
shall be made by cashier's check drawn on a national banking association and
payable to the order of the Company in United States dollars.

            If, at the time of receipt by the Company of such written notice,
(i) the Company has unrestricted surplus in an amount not less than the Option
Price of such shares of stock, (ii) all accrued cumulative preferential
dividends and other current preferential dividends on all outstanding shares of
preferred stock, if any, of the Company have been fully paid, (iii) the
acquisition by the Company of its own shares of stock for the purpose of
enabling such optionee to exercise such Option is otherwise permitted by
applicable law and without any vote or consent of any shareholder of the
Company, and (iv) there shall have been adopted, and there shall be in full
force and effect, a resolution of the Board authorizing the acquisition by the
Company of its own shares of stock for such purpose, then such optionee may
deliver to the Company, in payment of the Option Price of the shares of Common
Stock with respect to which such Option is exercised, (x) certificates
registered in the name of such optionee that represent a number of shares of
stock legally and beneficially owned by such optionee (free of all liens, claims
and encumbrances of every kind) and having a Fair Market Value on the date of
receipt by the Company of such written notice that is not greater than the
Option Price of the shares of Common Stock with respect to which such Option is
to be exercised, such certificates to be accompanied by stock powers duly
endorsed in blank by the record holder of the shares of stock represented by
such certificates, with the signature of such record holder guaranteed by a
national banking association, and (y) if the Option Price of the shares of
Common Stock with respect to which such Option is to be exercised exceeds such
Fair Market Value, a cashier's check drawn on a national banking association and
payable to the order of the Company in an amount, in United States dollars,
equal to the amount of such excess. Notwithstanding the provisions of the
immediately preceding sentence, the Committee, in its sole discretion, may
refuse to accept shares of stock in payment of the Option Price of the shares of
Common Stock with respect to which such Option is to be exercised and, in that
event, any certificates representing shares of stock that were received by the
Company with such written notice shall be returned to such optionee, together
with notice by the Company to such optionee of the refusal of the Committee to
accept such shares of stock. If, at the expiration of seven business days after
the delivery to such optionee of such written notice from the Company, such
optionee shall not have delivered to the Company a cashier's check drawn on a
national banking association and payable to the order of the Company in an
amount, in United States dollars, equal to the Option Price of the shares of
Common Stock with respect to which such Option is to be exercised, such written
notice from the optionee to the Company shall be ineffective to exercise such
Option.

            As promptly as practicable after the receipt by the Company of (i)
such written notice from the optionee, (ii) payment, in the form required by the
foregoing provisions of this Section of the Option Price of the shares of Common
Stock with respect to which such Option is to be exercised, and (iii) payment,
in the form required by the foregoing provisions of this Section, of an amount
of money necessary to satisfy any withholding tax liability that may result from
the exercise of such Option, a certificate representing the number of shares of
stock with respect to which such Option has been so exercised, such certificate
to be registered in the name of such optionee, provided that such delivery shall
be considered to have been made when such certificate shall have been mailed,
postage prepaid, to such optionee at the address specified for such purpose in
such written notice from the optionee to the Company.

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            G. TRANSFERABILITY OF OPTIONS. Options shall not be transferable by
the optionee except by will or under the laws of descent and distribution, and
shall be exercisable, during his lifetime, only by him. Any attempted sale,
assignment, transfer, pledge or encumbrance of an Option in violation of this
Agreement shall be void and the Company shall not be bound thereby.

            H. TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE. All Options shall
terminate on the earlier of the date of the expiration of the Option or one day
less than three months after the date of severance, upon severance of the
employment relationship between the Company and the optionee, whether with or
without cause, for any reason other than the death, Disability or, in the case
of Non-Incentive Stock Options only, Retirement of the optionee, during which
period the optionee shall be entitled to exercise the Option in respect of the
number of shares that the optionee would have been entitled to purchase had the
optionee exercised the Option on the date of such severance of employment.
Whether authorized leave of absence or absence on military or government service
shall constitute severance of the employment relationship between the Company
and the optionee shall be determined by the Committee at the time thereof. In
the event of severance because of the Disability of the holder of any Incentive
Stock Option while in the employ of the Company and before the date of
expiration of such Incentive Stock Option, such Incentive Stock Option shall
terminate on the earlier of such date of expiration or one year following the
date of such severance because of Disability, during which period the optionee
shall be entitled to exercise the Incentive Stock Option in respect to the
number of shares that the optionee would have been entitled to purchase had the
optionee exercised the Incentive Stock Option on the date of such severance
because of Disability. In the event of the death of the holder of any Incentive
Stock Option while in the employ of the Company and before the date of
expiration of such Incentive Stock Option, such Incentive Stock Option shall
terminate on the earlier of such date of expiration or one year following the
date of death. After the death of the optionee, his executors, administrators or
any person or person to whom his Incentive Stock Option may be transferred by
will or by the laws of descent and distribution, shall have the right, at any
time prior to the termination of an Incentive Stock Option to exercise the
Incentive Stock Option, in respect to the number of shares that the optionee
would have been entitled to exercise if he had exercised the Incentive Stock
Option on the date of his death while in employment. For purposes of Incentive
Stock Options issued under this Plan, an employment relationship between the
Company and the optionee shall be deemed to exist during any period in which the
optionee is employed by the Company, a corporation issuing or assuming an option
in a transaction to which Section 424(a) of the Code applies, or a parent or
subsidiary corporation of such corporation issuing or assuming an option. For
this purpose, the phrase "corporation issuing or assuming an option" shall be
substituted for the word "Company" in the definitions of parent and subsidiary
corporations in Section 2 and the parent-subsidiary relationship shall be
determined at the time of the corporate action described in Section 424(a) of
the Code.

            I. NO RIGHTS AS SHAREHOLDER. No optionee shall have rights as a
shareholder with respect to shares covered by his Option until the date a stock
certificate is issued for the shares. Except as provided in the following
provisions of this Section 7, no adjustment for dividends, or other matters
shall be made if the record date is prior to the date the certificate is issued.

            J. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead of or

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affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

            If the Company shall effect a subdivision or consolidation of shares
or other capital adjustment of, or the payment of a dividend in capital stock or
other equity securities of the Company on, its Common Stock, or other increase
or reduction of the number of shares of the Common Stock outstanding without
receiving consideration therefor in money, services, or property, or the
reclassification of its Common Stock, in whole or in part, into other equity
securities of the Company, then (i) the number, class and per share price of
shares of stock subject to outstanding Options hereunder shall be appropriately
adjusted (or in the case of the issuance of other equity securities as a
dividend on, or in a reclassification of, the Common Stock, the Options shall
extend to such other securities) in such a manner as to entitle an optionee to
receive, upon exercise of an Option, for the same aggregate cash compensation,
the same total number and class or classes of shares (or in the case of a
dividend of, or reclassification into, other equity securities, such other
securities) he would have held after such adjustment if he had exercised his
Option in full immediately prior to the event requiring the adjustment, or, if
applicable, the record date for determining shareholders to be affected by such
adjustment; and (ii) the number and class of shares then reserved for issuance
under the Plan (or in the case of a dividend of, or reclassification into, other
equity securities, such other securities) shall be adjusted by substituting for
the total number and class of shares of stock then received, the number and
class or classes of shares of stock (or in the case of a dividend on, or
reclassification into, other equity securities, such other securities) that
would have been received by the owner of an equal number of outstanding shares
of Common Stock as the result of the event requiring the adjustment. Comparable
rights shall accrue to each optionee in the event of successive subdivisions,
consolidations, capital adjustment, dividends or reclassifications of the
character described above.

            If the Company shall distribute to all holders of its shares of
Common Stock (including any such distribution made to non-dissenting
shareholders in connection with a consolidation or merger in which the Company
is the surviving corporation and in which holders of shares of Common Stock
continue to hold shares of Common Stock after such merger or consolidation)
evidences of indebtedness or cash or other assets (other than cash dividends
payable out of consolidated retained earnings not in excess of, in any one year
period, the greater of (i) $1.00 per share of Common Stock and (ii) two times
the aggregate amount of dividends per share paid during the preceding calendar
year and dividends or distributions payable in shares of Common Stock or other
equity securities of the Company described in the immediately preceding
paragraph), then in each case the Option Price shall be adjusted by reducing the
Option Price in effect immediately prior to the record date for the
determination of shareholders entitled to receive such distribution by an amount
equal to the Fair Market Value, as determined in good faith by the Board (whose
determination shall be described in a statement filed in the Company's corporate
records and be available for inspection by any holder of an Option) of the
portion of the evidence of indebtedness or cash or other assets so to be
distributed applicable to one share of Common Stock; provided that in no event
shall the Option Price be less than the par value of a share of Common Stock.
Such adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of the distribution retroactive to the record date
for the determination of the shareholders entitled to receive such distribution.
Comparable adjustments shall be made in the event of successive transactions of
the character described above.

            After the merger of one or more corporations into the Company, after
any consolidation of the Company and one or more corporations, or after any
other corporate transaction described in Section 424(a) of the Code in which the
Company shall be the

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surviving corporation, each optionee, at no additional cost, shall be entitled
to receive, upon any exercise of his Option, in lieu of the number of shares as
to which the Option shall then be so exercised, the number and class of shares
of stock or other equity securities to which the optionee would have been
entitled pursuant to the terms of the agreement of merger or consolidation if at
the time of such merger or consolidation such optionee had been a holder of a
number of shares of Common Stock equal to the number of shares as to which the
Option shall then be so exercised and, if as a result of such merger,
consolidation or other transaction, the holders of Common Stock are not entitled
to receive any shares of Common Stock pursuant to the terms thereof, each
optionee, at no additional cost shall be entitled to receive, upon exercise of
his Option, such other assets and property, including cash to which he would
have been entitled if at the time of such merger, consolidation or other
transaction he had been the holder of the number of shares of Common Stock equal
to the number of shares as to which the Option shall then be so exercised.
Comparable rights shall accrue to each optionee in the event of successive
mergers or consolidations of the character described above.

            After a merger of the Company into one or more corporations, after a
consolidation of the Company and one or more corporations, or after any other
corporate transaction described in Section 424(a) of the Code in which the
Company is not the surviving corporation, each optionee shall, at no additional
cost, be entitled at the option of the surviving corporation (i) to have his
then existing Option assumed or have a new option substituted for the existing
Option by the surviving corporation to the transaction which is then employing
him, or a parent or subsidiary of such corporation, on a basis where the excess
of the aggregate Fair Market Value of the shares subject to the Option
immediately after the substitution or assumption over the aggregate Option Price
of such option is equal to the excess of the aggregate Fair Market Value of all
shares subject to the option immediately before such substitution or assumption
over the aggregate Option Price of such shares, provided that the shares subject
to the new option must be traded on the New York or American Stock Exchange or
quoted on the National Association of Securities Dealers Automated Quotation
System, or (ii) to receive, upon any exercise of his Option, in lieu of the
number of shares as to which the Option shall then be so exercised, the
securities, property and other assets, including cash, to which the optionee
would have been entitled pursuant to the terms of the agreement of merger or
consolidation or the agreement giving rise to the other corporate transaction if
at the time of such merger, consolidation or other transaction such optionee had
been the holder of the number of shares of Common Stock equal to the number of
shares as to which the Option shall then be so exercised.

            If a corporate transaction described in Section 424(a) of the Code
which involves the Company is to take place and there is to be no surviving
corporation while an Option remains in whole or in part unexercised, it shall be
canceled by the Board as of the effective date of any such corporate transaction
but before that date each optionee shall be provided with a notice of such
cancellation and each optionee shall have the right to exercise such Option in
full (without regard to any vesting limitations set forth in or imposed pursuant
to preceding provisions of this Plan or the option agreement with respect to
such Option) to the extent it is then still unexercised during a 30-day period
preceding the effective date of such corporate transaction.

            Except as hereinbefore expressly provided, the issue by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to outstanding Options.

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            K. SUBSTITUTION OPTIONS. Options may be granted under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or whose employer
is about to become a parent or subsidiary corporation, conditioned in the case
of an Incentive Stock Option upon the employee becoming an employee as the
result of a merger or consolidation of the Company with another corporation, or
the acquisition by the Company of substantially all the assets of another
corporation, or the acquisition by the Company of at least 50% of the issued and
outstanding stock of another corporation as the result of which it becomes a
subsidiary of the Company. The terms and conditions of the substitute Options
granted may vary from the terms and conditions of this Plan to the extent the
Board 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. With respect to Options that are incentive stock options, however, no
variation shall be made which will affect the status of any substitute option as
an "Incentive Stock Option" under Section 422 of the Code.

            SECTION 8.  RESTRICTED STOCK AWARDS

            A. AWARDS. The Committee may make an Award of Restricted Stock to
selected eligible Employees. The amount of each Restricted Stock Award and the
respective terms and conditions of each Award (which terms and conditions need
not be the same in each case) shall be determined by the Committee in its sole
discretion. However, the terms and conditions of an Award shall not be
inconsistent with the terms of the Plan.

            B. TRANSFERABILITY AND RIGHTS WITH RESPECT TO RESTRICTED STOCK.
Except as provided herein, Restricted Stock may not be sold, assigned,
transferred, pledged, or otherwise encumbered during a Restricted Period. Any
attempted sale, assignment, transfer, pledge or encumbrance of Restricted Stock
in violation of this Plan shall be void and the Company shall not be bound
thereby.

            During the Restricted Period, certificates representing the
Restricted Stock and any Retained Distributions shall be registered in the
recipient's name and bear a restrictive legend to the effect that ownership of
such Restricted Stock (and any such Retained Distributions), and the enjoyment
of all rights appurtenant thereto are subject to the restrictions, terms, and
conditions provided in this Plan and the applicable Agreement. Such certificates
shall be deposited by the recipient with the Company, together with stock powers
or other instruments of assignment, each endorsed in blank, which will permit
transfer to the Company of all or any portion of the Restricted Stock and any
securities constituting Retained Distributions which shall be forfeited in
accordance with this Plan and the applicable Agreement. Restricted Stock shall
constitute issued and outstanding shares of Common Stock for all corporate
purposes.

            Subject to the terms of this Plan and the Agreement with respect to
the Award, the recipient shall have the right to vote the Restricted Stock
awarded to such recipient and to receive and retain all regular cash dividends,
and to exercise all other rights, powers and privileges of a holder of Common
Stock, with respect to such Restricted Stock, with the exception that (i) the
recipient shall not be entitled to delivery of the stock certificate or
certificates representing such Restricted Stock until the restrictions
applicable thereto shall have expired, (ii) the Company shall retain custody of
all Retained Distributions made or declared with respect to the Restricted Stock
(and such Retained Distributions shall be subject to the same restrictions,
terms and conditions as are applicable to the Restricted Stock) until such time,
if ever, as the Restricted Stock with respect to which such Retained
Distributions shall have been made, paid, or declared shall have become vested,
and such Retained Distributions shall not bear interest or be segregated in
separate accounts and (iii) the

                                    -10-
<PAGE>
recipient may not sell, assign, transfer, pledge, exchange, encumber, or dispose
of the Restricted Stock or any Retained Distributions during the Restricted
Period. Nothing in this Section shall prevent transfers by will or by the
applicable laws of descent and distribution.

            C. VESTING OF RESTRICTED STOCK. Restricted Stock Awards shall be
subject to such vesting restrictions, if any, as the Committee shall determine
in its sole discretion; provided that any Restricted Stock Award that is granted
to an Employee who is then subject to the reporting and short-swing profit
provisions of Section 16 of the Exchange Act and the rules thereunder shall vest
no earlier than six months following the date on which the Restricted Stock is
deemed awarded for purposes of such provisions.

            D. CONSEQUENCE OF VESTING. Subject to Section 9, when shares of
Restricted Stock become vested, the Restricted Period shall be terminated as to
those shares, and the Company shall deliver to the Restricted Stock Award
recipient (or his estate, if applicable) a certificate representing those shares
of Common Stock and all Retained Distributions made or declared with respect to
those shares, reduced as necessary to satisfy the Company's tax withholding
obligation.

            E. FORFEITURE OF RESTRICTED STOCK. If the employment of the
recipient of the Restricted Stock Award with the Company and its subsidiaries is
terminated for any reason before the recipient dies, Retires or becomes
Disabled, all Restricted Stock shares not then vested will be forfeited.

            F. WITHHOLDING TAX. The Company shall meet its tax withholding
obligations under the Code and applicable state or local law arising upon the
vesting of Restricted Stock by delivering to the Restricted Stock recipient (or
his estate, if applicable) a reduced number of shares of Common Stock in the
manner specified herein. At the time of vesting of shares of Restricted Stock,
the Company shall (i) calculate the amount of withholding tax due on the
assumption that all such vested shares of Restricted Stock are made available
for delivery, (ii) reduce the number of such shares made available for delivery
so that the Fair Market Value of the shares withheld on the vesting date
approximates the amount of tax the Company is obliged to withhold and (iii) in
lieu of the withheld shares, remit cash to the United States Treasury and other
applicable governmental authorities, on behalf of the participant, in the amount
of the withholding tax due.

            The Company shall withhold only whole shares of Common Stock to
satisfy its withholding obligation. Where the Fair Market Value of the withheld
shares does not equal Company's withholding tax obligation, the Company shall
withhold shares with a Fair Market Value slightly in excess of the amount of its
withholding obligation and shall remit the excess cash to the Restricted Stock
Award recipient (or his estate, if applicable) with the shares of Common Stock
made available for delivery.

            The withheld shares of Restricted Stock not made available for
delivery by the Company shall be retained as treasury stock or will be cancelled
and, in either case, the recipient's right, title and interest in such
Restricted Stock shall terminate.

            G. CHANGES IN COMPANY'S CAPITAL STRUCTURE. In the event that the
outstanding shares of Common Stock of the Company are changed into or exchanged
for a different number or kind of shares or other securities of the Company, or
of another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, stock dividend, or combination
of shares, appropriate adjustments shall be made by the Committee in the
aggregate number and kind of shares which may be issued or granted as Awards. If
any adjustment shall result in a fractional share, the fraction shall be
disregarded.

                                    -11-
<PAGE>
            SECTION 9.  REQUIREMENTS OF LAW

            The Company shall not be required to sell, issue or deliver any
shares of Common Stock under any Award if such sale, issuance or delivery shall
constitute a violation by the Award recipient or the Company of any provisions
of any law or regulation of any governmental authority. Each Award granted under
this Plan shall be subject to the requirements that, if at any time the Board or
the Committee shall determine that the listing, registration or qualification of
the shares upon any securities exchange or inter-dealer quotation system or
under any state or federal law of the United States or of any other country or
governmental subdivision, or the consent or approval of any governmental
regulatory body, or investment or other representations, are necessary or
desirable in connection with the issue, or purchase or delivery of shares
subject to an Award, that Award shall not be exercised in whole or in part and
no shares shall be delivered pursuant to an Award unless the listing,
registration, qualification, consent, approval or representations shall have
been effected or obtained free of any conditions not acceptable to the
Committee. Any determination in this connection by the Committee shall be final.
In the event the shares issuable or deliverable on exercise or vesting of an
Award are not registered under the Securities Act of 1933, the Company may
imprint on the certificate for those shares the following legend or any other
legend which counsel for the Company considers necessary or advisable to comply
with the Securities Act of 1933:

            "The shares of stock represented by this certificate have not been
            registered under the Securities Act of 1933 or under the securities
            laws of any state and may not be sold or transferred except upon
            registration or upon receipt by the Corporation of an opinion of
            counsel satisfactory to the Corporation, in form and substance
            satisfactory to the Corporation, that registration is not required
            for a sale or transfer."

The Company may, but shall in no event be obligated to, register any securities
covered by this Plan under the Securities Act of 1933 (as now in effect or as
later amended) and, in the event any shares are registered, the Company may
remove any legend on certificates representing those shares. The Company shall
not be obligated to take any other affirmative action in order to cause the
exercise of an Award or the issuance or delivery of shares under the Award to
comply with any law or regulation or any governmental authority.

            SECTION 10.  EMPLOYMENT OBLIGATION

            The granting of any Award shall not impose upon the Company any
obligation to employ or continue to employ any Award recipient. The right of the
Company to terminate the employment of any officer or other Employee shall not
be diminished or affected by reason of the fact that an Award has been granted
to him.

            SECTION 11.  FORFEITURE FOR CAUSE

            Notwithstanding any other provision of this Plan, if the Committee
finds by a majority vote, that the Award recipient, before or after termination
of his employment with the Company (i) committed a fraud, embezzlement, theft,
felony or act of dishonesty in the course of his employment by the Company which
conduct damaged the Company or (ii) disclosed trade secrets of the Company, then
any outstanding Options which have not been exercised by the individual and any
Awards which have not yet vested will be forfeited. The decision of the
Committee as to the cause of an Award recipient's discharge, the damage done to
the Company and the extent of the individual's competitive activity will be
final. No

                                    -12-
<PAGE>
decision of the Committee, however, will affect the finality of the discharge of
the individual by the Company.

            SECTION 12.  AMENDMENT OR TERMINATION OF PLAN

            The Board may modify, revise or terminate this Plan at any time and
from time to time. However, without the further Company shareholder approval by
a majority of the votes cast at a duly held shareholders' meeting at which a
quorum representing a majority of all outstanding voting stock (or if the
provisions of the Company's articles of incorporation or bylaws or applicable
state law prescribe a greater degree of shareholder approval for this action,
without the degree of shareholder approval thus required) is, either in person
or by proxy, present and voting on the issue, the Board may not (i) increase the
aggregate number of shares that may be subject to Awards pursuant to the
provisions of this Plan; (ii) materially increase the benefits accruing to
participants under this Plan or (iii) materially modify the requirements as to
eligibility for participation in this Plan.

            SECTION 13.  WRITTEN AGREEMENT

             Each Award granted under this Plan shall be embodied in a written
Agreement, which shall be subject to the terms and conditions prescribed above,
and shall be signed by the Award recipient and by the appropriate officer of the
Company for and in the name and on behalf of the Company. Each Agreement shall
contain any other provisions consistent with this Plan that the Committee in its
discretion shall deem advisable.

            SECTION 14.  INDEMNIFICATION OF THE COMMITTEE

            The Company shall indemnify each present and future member of the
Committee against, and each member of the Committee shall be entitled without
further act 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, whether or not he continues
to be such member of the Committee 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 (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 (ii) in respect of any matter in which any
settlement is effected, to 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 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 the same at its own
expense. The foregoing right of indemnification shall inure to the benefit of
the heirs, executors or administrators of each such member of the Committee and
shall be in addition to all other rights to which such member of the Committee
may be entitled to as a matter of law, contract or otherwise. Nothing in this
Section shall be construed to limit or otherwise affect any right to
indemnification or payment of expense, or any provisions limiting the liability
of any officer or director of the Company or any member of the Committee,
provided by law, the Certificate of Incorporation of the Company or otherwise.

                                    -13-
<PAGE>
            SECTION 15.  SECTION 83(B) ELECTIONS.

            No Employee shall exercise the election permitted under Section
83(b) of the Code with respect to an Award without written approval of the
Committee. If the Committee permits such an election with respect to any Award,
the Company shall require the Award recipient to pay the Company an amount
necessary to satisfy the Company's tax withholding obligation.

            SECTION 16.  AWARD GRANT TERMINATION.

            No Awards shall be granted pursuant to this Plan after February 25,
2005.

                                    -14-