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                                  CATS SOFTWARE INC.

                                 AMENDED AND RESTATED
                              1988 INCENTIVE STOCK PLAN


     1.   PURPOSES OF THE PLAN.  The purposes of this Incentive Stock Plan
are to attract and retain the best available personnel, to provide additional
incentive to the Employees of CATS Software Inc. (the "Company") and to
promote the success of the Company's business.

          Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options, at the discretion of the Board and as reflected
in the terms of the written option agreement.  The Board also has the
discretion to grant Stock Purchase Rights.

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

          (a)  "BOARD" shall mean the Committee, if one has been appointed,
or the Board of Directors of the Company, if no Committee is appointed.

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

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

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

          (e)  "COMPANY" shall mean CATS Software Inc., a California
corporation.

          (f)  "CONSULTANT" shall mean any person who is engaged by the
Company or any Parent or Subsidiary to render consulting services and is
compensated for such consulting services, and any director of the Company
whether compensated for such services or not; provided that if and in the
event the Company registers any class of any equity security pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),

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the term Consultant shall thereafter not include directors who are not
compensated for their services or are paid only a director's fee by the
Company.

          (g)  "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" shall mean
the absence of any interruption or termination of service as an Employee or
Consultant, as applicable.  Continuous Status as an Employee or Consultant
shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board; provided that
such leave is for a period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.

          (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 to constitute "employment" by the Company.

          (i)  "INCENTIVE STOCK OPTION" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422A of
the Code.

          (j)  "NONSTATUTORY STOCK OPTION" shall mean an Option not intended
to qualify as an Incentive Stock Option.

          (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 Employee or Consultant who receives
an Option.

          (n)  "PARENT" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 425(e) of the Code.

          (o)  "PLAN" shall mean this Amended and Restated 1988 Incentive
Stock Plan.

          (p)  "PURCHASER" shall mean an Employee or Consultant who exercises
a Stock Purchase Right.

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

          (r)  "STOCK PURCHASE RIGHT" shall mean a right to purchase Common
Stock pursuant to the Plan or the right to receive a bonus of Common Stock
for past services.

          (s)  "SUBSIDIARY" shall mean a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 425(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 under the Plan is
1,883,700 shares of Common Stock.  The Shares may be authorized, but
unissued, or reacquired Common Stock.

          If an Option or Stock Purchase Right should expire or become
unexercisable for any reason without having been exercised in full, then the
unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant or sale under the
Plan. Notwithstanding any other provision of the Plan, shares issued under
the Plan and later repurchased by the Company shall not become available for
future grant or sale under the Plan.

     4.   ADMINISTRATION OF THE PLAN.

          (a)  PROCEDURE.

                     (i) MULTIPLE ADMINISTRATIVE BODIES.  The Plan may be
administered by different Committees with respect to different groups of
Optionees.

                    (ii) SECTION 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

                   (iii) RULE 16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions

                                       -3-

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contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.

                    (iv) OTHER ADMINISTRATION.  Other than as provided above,
the Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy all applicable laws.

          (b)  POWERS OF THE BOARD.  Subject to the provisions of the Plan,
the Board shall have the authority, in its discretion: (i) to grant Incentive
Stock Options, Nonstatutory Stock Options or Stock Purchase Rights; (ii) to
determine, upon review of relevant information and in accordance with Section
7 of the Plan, the fair market value of the Common Stock; (iii) to determine
the exercise price per share of Options or Stock Purchase Rights, to be
granted, which exercise price shall be determined in accordance with Section
7 of the Plan; (iv) to determine the Employees or Consultants to whom, and
the time or times at which, Options or Stock Purchase Rights shall be granted
and the number of shares to be represented by each Option or Stock Purchase
Right; (v) to interpret the Plan; (vi) to prescribe, amend and rescind rules
and regulations relating to the Plan; (vii) to determine the terms and
provisions of each Option and Stock Purchase Right granted (which need not be
identical) and, with the consent of the holder thereof, modify or amend each
Option or Stock Purchase Right; (viii) to authorize any person to execute on
behalf of the Company any instrument required to effectuate the grant of an
Option or Stock Purchase Right previously granted by the Board; and (ix) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.

          (c)  EFFECT OF BOARD'S DECISION.  All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees,
Purchasers and any other holders of any Options or Stock Purchase Rights
granted under the Plan.

     5.   ELIGIBILITY.

          (a)  Options and Stock Purchase Rights may be granted to Employees
and Consultants, provided that Incentive Stock Options may only be granted to
Employees.  An Employee or Consultant who has been granted an Option or Stock
Purchase Right may, if such

                                       -4-

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Employee or Consultant is otherwise eligible, be granted additional Option(s)
or Stock Purchase Right(s).

          (b)  No Incentive Stock Option may be granted to an Employee which,
when aggregated with all other incentive stock options granted to such
Employee by the Company or any Parent or Subsidiary, would result in Shares
having an aggregate fair market value (determined for each Share as of the
date of grant of the Option covering such Share) in excess of $100,000
becoming first available for purchase upon exercise of one or more incentive
stock options during any calendar year.

          (c)  Section 5(b) of the Plan shall apply only to an Incentive
Stock Option evidenced by an "Incentive Stock Option Agreement" which sets
forth the intention of the Company and the Optionee that such Option shall
qualify as an incentive stock option.  Section 5(b) of the Plan shall not
apply to any Option evidenced by a "Nonstatutory Stock Option Agreement"
which sets forth the intention of the Company and the Optionee that such
Option shall be a Nonstatutory Stock Option.

          (d)  The Plan shall not confer upon any Optionee or holder of a
Stock Purchase Right any right with respect to continuation of employment by
or the rendition of consulting services to the Company, nor shall it
interfere in any way with his or her right or the Company's right to
terminate his or her employment or services at any time, with or without
cause.

     6.   TERM OF PLAN.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by vote of
the holders of a majority of the outstanding shares of the Company entitled
to vote on the adoption of the Plan. It shall continue in effect for a term
of ten (10) years unless sooner terminated under Section 14 of the Plan.

     7.   EXERCISE PRICE AND CONSIDERATION.

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

                    (i)  In the case of an Incentive Stock Option

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

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

                    (ii) In the case of a Nonstatutory Stock Option

                         (A)  granted to a person who, at the time of the
grant of such Option, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the
fair market value per Share on the date of the grant.

                         (B)  granted to any person, the per Share exercise
price shall be no less than 85% of the fair market value per Share on the
date of grant.

                    (iii) In the case of a Stock Purchase Right

                         (A)  granted to any person who, at the time of the
grant of such Stock Purchase Right, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the fair market value per Share on the date of grant.

                         (B)  granted to any person, the per Share exercise
price shall be no less than 85% of the fair market value per Share on the
date of grant.

                    (iv) In the case of an Option or Stock Purchase Right
granted on or after the effective date of registration of any class of equity
security of the Company pursuant to Section 12 of the Exchange Act and prior
to six months after the termination of such registration, the per Share
exercise price shall be no less than 100% of the fair market value per Share
on the date of grant.

                                       -6-

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

          (c)  The consideration to be paid for the Shares to be issued upon
exercise of an Option or Stock Purchase Right, including the method of
payment, shall be determined by the Board and may consist entirely of cash,
check, promissory note, other Shares of Common Stock 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, or any combination of such
methods of payment, or such other consideration and method of payment for the
issuance of Shares to the extent permitted under Sections 408 and 409 of the
California General Corporation Law.  In making its determination as to the
type of consideration to accept, the Board shall consider if acceptance of
such consideration may be reasonably expected to benefit the Company (Section
315(b) of the California General Corporation Law).

     8.   OPTIONS.

          (a)  TERM OF OPTION.  The term of each Incentive Stock Option shall
be ten (10) years from the date of grant thereof or such shorter term as may
be provided in the Incentive Stock Option Agreement.  The term of each Option
that is not an Incentive Stock Option shall be ten (10) years and one (1) day
from the date of grant thereof or such shorter term as may be provided in the
Stock Option Agreement.  However, in the case of an Option granted to an
Employee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, (i) if the Option is an Incentive Stock
Option, the term of the Option shall be five (5) years from the date of grant
thereof or such

                                       -7-

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shorter time as may be provided in the Stock Option Agreement, or (ii) if the
Option is not an Incentive Stock Option, the term of the Option shall be five
(5) years and one (1) day from the date of grant thereof or such other term
as may be provided in the Stock Option Agreement.

          (b)  EXERCISE OF OPTION.

                    (i)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board, including performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan; provided, however, that an Incentive Stock Option
granted prior to January 1, 1987 (the "Sequential Option") shall not be
exercisable while there is outstanding any Incentive Stock Option which was
granted, before the granting of the Sequential Option, to the same Optionee
to purchase stock of the Company, any Parent or Subsidiary, or any
predecessor corporation of such corporations.  For purposes of this
provision, an Incentive Stock Option shall be treated as outstanding until
such Incentive Stock Option is exercised in full or expires by reason of
lapse of time.

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

               An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms
of the Option by the person entitled to exercise the Option and full payment
for the Shares with respect to which the Option is exercised has been
received by the Company.  Full payment may, as authorized by the Board,
consist of any consideration and method of payment allowable under Section 7
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.  The Company
shall issue (or cause to be issued) such stock certificate promptly upon
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

                                       -8-

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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.

                     (ii) TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT.
In the event of termination of an Optionee's Continuous Status as an Employee
or Consultant (as the case may be), such Optionee may, but only within thirty
(30) days (or such other period of time not exceeding three (3) months in the
case of an Incentive Stock Option or six (6) months in the case of a
Nonstatutory Stock Option, as is determined by the Board, with such
determination in the case of an Incentive Stock Option being made at the time
of grant of the Option) after the date of such termination (but in no event
later than the date of expiration of the term of such Option as set forth in
the Option Agreement, exercise the Option to the extent that such Employee or
Consultant was entitled to exercise it at the date of such termination.  To
the extent that such Employee or Consultant was not entitled to exercise the
Option at the date of such termination, or if such Employee or Consultant
does not exercise such Option (which such Employee or Consultant was entitled
to exercise) within the time specified herein, the Option shall terminate.

                    (iii) DISABILITY OF OPTIONEE.  Notwithstanding the
provisions of Section 8(b)(ii) above, in the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a result of such
Employee's or Consultant's total and permanent disability (as defined in
Section 22(e)(3) of the Code), such Employee or Consultant may, but only
within six (6) months (or such other period of time not exceeding twelve (12)
months as is determined by the Board, with such determination in the case of
an Incentive Stock Option being made at the time of grant of the Option) from
the date of such termination (but in no event later than the date of
expiration of the term of such Option as set forth in the Option Agreement),
exercise the Option to the extent such Employee or Consultant was entitled to
exercise it at the date of such termination.  To the extent that such
Employee or Consultant was not entitled to exercise the Option at the date of
termination, or if such Employee or Consultant does not exercise such Option

                                       -9-

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(which such Employee or Consultant was entitled to exercise) within the time
specified herein, the Option shall terminate.

                    (iv) 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 an Employee or Consultant of the Company and who shall
          have been in Continuous Status as an Employee or Consultant since the
          date of grant of the Option, the Option may be exercised, at any time
          within six (6) months (or such other period of time as is determined
          by the Board at the time of grant of the Option) following the date of
          death (but in no event later than the date of expiration of the term
          of such Option as set forth in the Option Agreement), by the
          Optionee's estate or by a person who acquired the right to exercise
          the Option by bequest or inheritance, but only to the extent of the
          right to exercise that would have accrued had the Optionee continued
          living and remained in Continuous Status as an Employee or Consultant
          six (6) months (or such other period of time as is determined by the
          Board at the time of grant of the Option) after the date of death,
          subject to the limitation set forth in Section 5(b); or

                    (ii) within thirty (30) days (or such other period of time
          not exceeding three (3) months as is determined by the Board, with
          such determination in the case of an Incentive Stock Option being made
          at the time of grant of the Option) after the termination of
          Continuous Status as an Employee or Consultant, the Option may be
          exercised, at any time within six (6) months (or such other period of
          time as is determined by the Board at the time of grant of the Option)
          following the date of death (but in no event later than the date of
          expiration of the term of such Option as set forth in the Option
          Agreement), by the Optionee's estate or by a person who acquired the
          right to exercise the Option by bequest or inheritance, but only to
          the extent of the right to exercise that had accrued at the date of
          termination.

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     9.   STOCK PURCHASE RIGHTS.

          (a)  RIGHTS TO PURCHASE.  After the Board of Directors determines
that it will offer an Employee or Consultant a Stock Purchase Right, it shall
deliver to the offeree a stock purchase agreement or stock bonus agreement,
as the case may be, setting forth the terms, conditions and restrictions
relating to the offer, including the number of Shares which such person shall
be entitled to purchase, and the time within which such person must accept
such offer, which shall in no event exceed six (6) months from the date upon
which the Board of Directors or its Committee made the determination to grant
the Stock Purchase Right.  The offer shall be accepted by execution of a
stock purchase agreement or stock bonus agreement in the form determined by
the Board of Directors.

          (b)  ISSUANCE OF SHARES.  Forthwith after payment therefor, the
Shares purchased shall be duly issued; provided, however, that the Board may
require that the Purchaser make adequate provision for any Federal and State
withholding obligations of the Company as a condition to the Purchaser
purchasing such Shares.

          (c)  REPURCHASE OPTION.  Unless the Board determines otherwise, the
stock purchase agreement or stock bonus agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination
of the Purchaser's employment with the Company for any reason (including
death or disability). If the Board so determines, the purchase price for
shares repurchased may be paid by cancellation of any indebtedness of the
Purchaser to the Company.  The repurchase option shall lapse at such rate as
the Board may determine.

          (d)  OTHER PROVISIONS.  The stock purchase agreement or stock bonus
agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Board of Directors.

     10.  NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. The
Options and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or
by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee or Purchaser, only by the Optionee or Purchaser.

                                       -11-

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     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 Stock Purchase Right,
and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options or Stock Purchase Rights
have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option or Stock Purchase Right, or
repurchase of Shares from a Purchaser upon termination of employment, as well
as the price per share of Common Stock covered by each such outstanding
Option or Stock Purchase Right, 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 of the Company or the payment of a stock
dividend with respect to 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 or Stock Purchase Right.

          In the event of the proposed dissolution or liquidation of the
Company, the Board shall notify the Optionee at least fifteen (15) days prior
to such proposed action.  To the extent it has not been previously exercised,
the Option will terminate immediately prior to the consummation of such
proposed action.  In the event of a merger of the Company with or into
another corporation, the Option shall be assumed or an equivalent option
shall be substituted by such successor corporation.

     12.  TIME OF GRANT.  The date of grant of an Option or Stock Purchase
Right shall, for all purposes, be the date on which the Board makes the
determination granting such Option or Stock Purchase Right.  Notice of the
determination shall be given to each Employee or Consultant to whom an Option
or Stock Purchase Right is so granted within a reasonable time after the date
of such grant.

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     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, the following revisions or amendments shall require approval
of the shareholders of the Company in the manner described in Section 17 of
the Plan:

              (i)   any increase in the number of Shares subject to the Plan,
          other than in connection with an adjustment under Section 11 of the
          Plan;

             (ii)   any change in the designation of the class of persons
          eligible to be granted Options and Stock Purchase Rights; or

            (iii)   if the Company has a class of equity securities registered
          under Section 12 of the Exchange Act at the time of such revision or
          amendment, any material increase in the benefits accruing to
          participants under the Plan.

          (b)  SHAREHOLDER APPROVAL.  If any amendment requiring shareholder
approval under Section 13(a) of the Plan is made subsequent to the first
registration of any class of equity securities by the Company under Section
12 of the Exchange Act, such shareholder approval shall be solicited as
described in Section 17 of the Plan.

          (c)  EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or
termination of the Plan shall not affect Options or Stock Purchase Rights
already granted and such Options or Stock Purchase Rights shall remain in
full force and effect as if this Plan had not been amended or terminated,
unless mutually agreed otherwise between the Optionee or Purchaser (as the
case may be) and the Board, which agreement must be in writing and signed by
the Optionee or Purchaser (as the case may be) and the Company.

     14.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Rights unless the
exercise of such Option or Stock Purchase Rights and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without

                                       -13-

<PAGE>

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 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 or Stock Purchase
Rights, the Company may require the person exercising such Option or Stock
Purchase Rights 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.

     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.

          The 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.

     16.  OPTION, STOCK PURCHASE AND STOCK BONUS AGREEMENTS.  Options shall
be evidenced by written option agreements in such form as the Board shall
approve. Upon the exercise of Stock Purchase Rights, the Purchaser shall sign
a stock purchase agreement or stock bonus agreement 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 within twelve (12) months before or after the
date the Plan is adopted.  If such shareholder approval is obtained at a duly
held shareholders' meeting, it must be obtained by the affirmative vote of
the holders of a majority of the outstanding shares of the Company, or if
such shareholder approval is obtained by written consent, it must be obtained
by the

                                       -14-

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unanimous written consent of all shareholders of the Company; provided,
however, that approval at a meeting or by written consent may be obtained by
a lesser degree of shareholder approval, if the Board determines, in its
discretion after consultation with the Company's legal counsel, that such a
lesser degree of shareholder approval will comply with all applicable laws
and will not adversely affect the qualification of the Plan under Section
422A of the Code.

          (b)  If and in the event that the Company registers any class of
equity securities pursuant to Section 12 of the Exchange Act, any required
approval of the shareholders of the Company obtained after such registration
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.

          (c)  If any required approval by the shareholders of the Plan
itself or of any amendment thereto is solicited at any time otherwise than in
the manner described in Section 17(b) hereof, then the Company shall, at or
prior to the first annual meeting of shareholders held subsequent to the
later of (1) the first registration of any class of equity securities of the
Company under Section 12 of the Exchange Act or (2) the granting of an Option
hereunder to an officer or director after such registration, do the following:

               (i) furnish in writing to the holders entitled to vote for
the Plan substantially the same information which would be required (if
proxies to be voted with respect to approval or disapproval of the Plan or
amendment were then being solicited) by the rules and regulations in effect
under Section 14(a) of the Exchange Act at the time such information is
furnished; and

              (ii) file with, or mail for filing to, the Securities and
Exchange Commission four copies of the written information referred to in
subsection (i) hereof not later than the date on which such information is
first sent or given to shareholders.

     18.  INFORMATION TO OPTIONEES AND PURCHASERS.  The Company shall provide
to each Optionee and Purchaser, during the period for which such Optionee or
Purchaser has one or more Options or Stock Purchase Rights outstanding, a
balance sheet and an income state-

                                       -15-

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ment at least annually.  The Company shall not be required to provide such
information if the issuance of Options or Stock Purchase Rights under the
Plan is limited to key employees whose duties in connection with the Company
assure their access to equivalent information.




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