Exhibit 10.1


                          Global Marine
               1998 Stock Option and Incentive Plan
                   ____________________________

          
                       SECTION 1 - GENERAL

      1.1 PURPOSE.   The Global Marine 1998 Stock Option and
Incentive Plan (the "Plan") has been established by Global Marine
Inc. (the "Company") to (i) attract and retain persons eligible
to participate in the Plan, (ii) motivate Participants by means
of appropriate incentives to achieve long-range goals,
(iii) provide incentive compensation opportunities using the
Company's common stock or cash that are competitive with those of
other similar companies, and (iv) further identify Participants'
interests with those of the Company's other stockholders through
compensation that is based on the Company's common stock, thereby
promoting the long-term financial interest of the Company and the
Related Companies, including growth in value of the Company's
equity and enhancement of long-term stockholder return.  

      1.2 PARTICIPATION.   Subject to the terms and conditions of
the Plan, the Committee shall determine and designate from time
to time, from among the Eligible Individuals, those persons who
will be granted one or more Awards under the Plan and thereby
become "Participants" in the Plan.  At the discretion of the
Committee, a Participant may be granted any Award permitted under
the provisions of the Plan, and more than one Award may be
granted to a Participant.  Awards may be granted as alternatives
to or in replacement of (a) awards outstanding under the Plan or
any other plan or arrangement of the Company or a Related
Company, or (b) awards outstanding under a plan or arrangement of
a business or entity all or part of which is acquired by the
Company or a Related Company.

      1.3 OPERATION AND ADMINISTRATION.   The operation and
administration of the Plan, including the Awards made under the
Plan, shall be subject to the provisions of Section 6 (relating
to operation and administration).  

      1.4 CONSTRUCTION AND DEFINITIONS.   Where the context
admits, words in any gender shall include any other gender, words
in the singular shall include the plural and the plural shall
include the singular.  Capitalized terms in the Plan shall be
defined as set forth in the Plan, including the definition
provisions of Section 2.


                    SECTION 2 - DEFINED TERMS

     For purposes of the Plan, the terms listed below shall be
defined as follows:

(a)  1989 PLAN.   The term "1989 Plan" has the meaning ascribed
     to it in paragraph (a) of subsection 6.2.

(b)  AGREEMENT.   The term "Agreement" has the meaning ascribed
     to it in subsection 6.10.

(c)  AWARD.   The term "Award" means any award or benefit granted
     to any Participant under the Plan, including without
     limitation the grant of Options, SARs, Stock Awards, and
     Cash Awards.

(d)  BOARD.   The term "Board" means the Board of Directors of
     the Company.

(e)  CASH AWARD.   The term "Cash Award" has the meaning ascribed
     to it in subsection 5.1.            

(f)  CODE.   The term "Code" means the Internal Revenue Code of
     1986, as amended.  A reference to any provision of the Code
     shall include reference to any successor provision of the
     Code.

(g)  COMMITTEE.   The term "Committee" has the meaning ascribed
     to it in subsection 7.1.

(h)  COMPANY.   The term "Company" has the meaning ascribed to it
     in subsection 1.1.

(i)  EFFECTIVE DATE.   The term "Effective Date" has the meaning
     ascribed to it in subsection 6.1.

(j)  ELIGIBLE INDIVIDUAL.   The term "Eligible Individual" shall
     mean any employee of the Company or a Related Company, any
     consultant or other person providing key services to the
     Company or a Related Company, and any person to whom an
     offer of employment has been made by the Company or a
     Related Company; provided, however, that any member of the
     Board shall not be an Eligible Individual unless he is also
     an employee of the Company or a Related Company.

(k)  EXERCISE PRICE.   The term "Exercise Price" has the meaning
     ascribed to it in subsection 3.2.

(l)  FAIR MARKET VALUE.   For purposes of determining the "Fair
     Market Value" of a share of Stock, the following rules shall
     apply:

     (i)   If the Stock is at the time listed or admitted to
     trading on any stock exchange, then the "Fair Market Value"
     shall be the mean between the lowest and highest reported
     sale prices of the Stock on the date in question on the
     principal exchange on which the Stock is then listed or
     admitted to trading.  If no reported sale of Stock takes
     place on the date in question on the principal exchange,
     then the reported closing asked price of the Stock on such
     date on the principal exchange shall be determinative of
     "Fair Market Value."

     (ii)   If the Stock is not at the time listed or admitted to
     trading on a stock exchange, the "Fair Market Value" shall
     be the mean between the lowest reported bid price and
     highest reported asked price of the Stock on the date in
     question in the over-the-counter market, as such prices are
     reported in a publication of general circulation selected by
     the Committee and regularly reporting the market price of
     the Stock in such market.

     (iii)   If the Stock is not listed or admitted to trading on
     any stock exchange or traded in the over-the-counter market,
     the "Fair Market Value" shall be as determined in good faith
     by the Committee.

(m)  INCENTIVE STOCK OPTION.   The term "Incentive Stock Option"
     has the meaning ascribed to it in paragraph (a) of
     subsection 3.1.

(n)  NON-QUALIFIED STOCK OPTION.   The term "Non-Qualified Stock
     Option" has the meaning ascribed to it in paragraph (a) of
     subsection 3.1.

(o)  OPTION.   The term "Option" has the meaning ascribed to it
     in paragraph (a) of subsection 3.1.

(p)  PARTICIPANT.   The term "Participant" has the meaning
     ascribed to it in subsection 1.2.

(q)  PLAN.   The term "Plan" has the meaning ascribed to it in
     subsection 1.1.

(r)  PRICING DATE.   The term "Pricing Date" has the meaning
     ascribed to it in subsection 3.2.

(s)  RELATED COMPANY.   The term "Related Company" means any
     subsidiary of the Company and any other business venture in
     which the Company has a significant interest as determined
     in the discretion of the Committee.

(t)  SAR.   The term "SAR" has the meaning ascribed to it in
     paragraph (b) of subsection 3.1.

(u)  STOCK.   The term "Stock" means shares of common stock of
     the Company.

(v)  STOCK AWARD.   The term "Stock Award" has the meaning
     ascribed to it in subsection 4.1.

  


                   SECTION 3 - OPTIONS AND SARS

      3.1 DEFINITIONS.

(a)  The grant of an "Option" entitles the Participant to
     purchase shares of Stock at an Exercise Price established by
     the Committee.  Options granted under this Section 3 may be
     either Incentive Stock Options or Non-Qualified Stock
     Options, as determined in the discretion of the Committee. 
     An "Incentive Stock Option" is an Option that is intended to
     satisfy the requirements applicable to an "incentive stock
     option" as described in section 422(b) of the Code and shall
     comply with, among other things, the requirements of
     subsections 3.2, 3.3 and 6.1 of the Plan.  A "Non-Qualified
     Stock Option" is an Option that is not intended to be an
     "incentive stock option" as that term is described in
     section 422(b) of the Code.

(b)  A stock appreciation right (an "SAR") entitles the
     Participant to receive, in cash or Stock (as determined in
     accordance with subsection 3.5), value equal to all or a
     portion of the excess of: (i) the Fair Market Value of a
     specified number of shares of Stock at the time of exercise;
     over (ii) an Exercise Price established by the Committee.

      3.2 EXERCISE PRICE.   The "Exercise Price" of each Option
and SAR granted under this Section 3 shall be established by the
Committee or shall be determined by a method established by the
Committee; provided, however, that the Exercise Price shall not
be less than the Fair Market Value of a share of Stock as of the
Pricing Date.  For purposes of the preceding sentence, the
"Pricing Date" shall be the date on which the Option or SAR is
granted, except that the Committee may provide that: (a) the
Pricing Date is the date on which the recipient is hired or
promoted (or similar event), if the grant of the Option or SAR
occurs not more than 90 days after the date of such hiring,
promotion or other event; and (b) if an Option or SAR is granted
in tandem with or in substitution for an outstanding Award, the
Pricing Date is the date of grant of such outstanding Award.

      3.3 EXERCISE.   Each Option and each SAR shall be
exercisable in accordance with such terms and conditions and
during such periods as may be established by the Committee;
provided, however, that (a) each Option and each SAR shall be
exercisable only during a fixed period of time ending no later
than ten years from the date such Option or SAR is granted, and
(b) to the extent required by the Code, the aggregate Fair Market
Value of the shares of Stock with respect to which Incentive
Stock Options granted to any individual Participant are
exercisable for the first time during any calendar year shall not
exceed $100,000, valued at the date or dates the Options are
granted, and any grant of an Option designated as an Incentive
Stock Option that is in excess of such limit required by the Code
shall be treated as a Non-Qualified Stock Option. 

      3.4 PAYMENT OF OPTION EXERCISE PRICE.   The payment of the
Exercise Price of an Option granted under this Section 3 shall be
subject to the following:

(a)  Subject to the following provisions of this subsection 3.4,
     the full Exercise Price for shares of Stock purchased upon
     the exercise of any Option shall be paid at the time of such
     exercise except that, in the case of an exercise arrangement
     approved by the Committee and described in paragraph (c) of
     this subsection 3.4, payment may be made as soon as
     practicable after the exercise.

(b)  The Exercise Price shall be payable in cash or by tendering
     shares of Stock (by either actual delivery of shares or by
     attestation, with such shares being valued at Fair Market
     Value as of the day of exercise), excluding any shares
     deemed unacceptable for any reason by the Committee, or in
     any combination thereof, as determined by the Committee.

(c)  The Committee may permit a Participant to elect to pay the
     Exercise Price upon the exercise of an Option by authorizing
     a third party to sell some or all of the shares of Stock
     acquired upon exercise of an Option and remit to the Company
     a sufficient portion of the sale proceeds to pay the entire
     Exercise Price and any tax withholding resulting from such
     exercise.

      3.5 SETTLEMENT OF AWARD.   Distribution following exercise
of an Option or SAR, and shares of Stock distributed pursuant to
such exercise, shall be subject to such conditions, restrictions
and contingencies as the Committee may establish.  Settlement of
SARs may be made in shares of Stock valued at their Fair Market
Value at the time of exercise, in cash, or in any combination
thereof, as determined in the discretion of the Committee.  The
Committee may in its discretion impose such conditions,
restrictions and contingencies with respect to shares of Stock
acquired pursuant to the exercise of an Option or an SAR as the
Committee determines to be desirable.


                  SECTION 4 - OTHER STOCK AWARDS

      4.1 DEFINITION.   A "Stock Award" is a grant of shares of
Stock or of a right to receive shares of Stock, or their cash
equivalent or a combination of both, in the future.

      4.2 RESTRICTIONS ON STOCK AWARDS.   Each Stock Award shall
be subject to such terms and conditions, restrictions and
contingencies, if any, as the Committee shall determine. 
Restrictions and contingencies limiting the right to receive
shares of Stock, or their cash equivalent or a combination of
both, in the future pursuant to a Stock Award shall limit such
right for a minimum of three years from the date such Stock Award
is granted or be based on the achievement of single or multiple
performance goals over a period ending at least one year from the
date such Stock Award is granted.  Such restrictions and/or
contingencies may terminate or be subject to termination before
the passage of the period of time designated and/or the
achievement of such performance goals only in the event of the
death, disability, or retirement from or other non-cause
termination of employment with the Company or a Related Company
of the holder of such Stock Award, or in the event of a change of
control, as defined in the terms of such Stock Award, of the
Company or a Related Company.  The performance goals may be
cumulative, annual or end-of-performance period goals, may be
relative to a peer group or based on increases or changes
relative to stated values, and may be based on any one or more of
the following measures: (a) earnings before interest, taxes,
depreciation and amortization; (b) earnings per share; (c) stock
price growth; (d) net income (before or after taxes); (e) cash
flow; and (f) total shareholder return.  Any unrestricted grant
of shares of Stock pursuant to a Stock Award shall be made only
in lieu of salary or bonus that otherwise would be payable by the
Company or a Related Company.


                     SECTION 5 - CASH AWARDS

      5.1 DEFINITION.   A "Cash Award" is a cash bonus paid
solely on account of the attainment of one or more objective
performance goals that have been preestablished by the Committee.

      5.2 RESTRICTIONS ON CASH AWARDS.   Each Cash Award shall be
subject to such terms and conditions, restrictions and
contingencies, if any, as the Committee shall determine. 
Restrictions and contingencies limiting the right to receive a
cash payment pursuant to a Cash Award shall be based on the
achievement of single or multiple performance goals over a period
of time determined by the Committee.  The performance goals may
be cumulative, annual or end-of-period performance goals, may be
relative to a peer group or based on increases or changes
relative to stated values, and may be based on any one or more of
the following measures: (a) earnings before interest, taxes,
depreciation and amortization; (b) earnings per share; (c) stock
price growth; (d) net income (before or after taxes); (e) cash
flow; and (f) total shareholder return.  The maximum cash payment
to be made to any one individual pursuant to any Cash Award
during any calendar year shall not exceed $2,000,000.


             SECTION 6 - OPERATION AND ADMINISTRATION

      6.1 EFFECTIVE DATE AND DURATION.   Subject to its approval
by the stockholders of the Company at the Company's 1998 annual
meeting of stockholders, the Plan shall be effective as of
February 10, 1998 (the "Effective Date"); provided, however,
that, to the extent Awards are made under the Plan prior to its
approval by stockholders, they shall be contingent on approval of
the Plan by the stockholders of the Company.  The Plan shall be
unlimited in duration and, in the event of Plan termination,
shall remain in effect as long as any Awards under it are
outstanding; provided, however, that, to the extent required by
the Code, no Incentive Stock Options may be granted under the
plan on a date that is more than ten years from the date the Plan
is approved by stockholders.

      6.2 SHARES SUBJECT TO PLAN.   

(a)  (i) Subject to the following provisions of this subsection
     6.2, the maximum number of shares of Stock that may be
     delivered to Participants and their beneficiaries under the
     Plan shall be equal to the sum of: (I) 7,500,000 shares of
     Stock; (II) any shares of Stock available for future awards
     under the Global Marine Inc. 1989 Stock Option and Incentive
     Plan (the "1989 Plan") as of the Effective Date; and (III)
     any shares of Stock represented by awards granted under the
     1989 Plan that are forfeited, expire or are canceled without
     delivery of shares of Stock or which result in the
     forfeiture of shares of Stock back to the Company.

     (ii) Any shares of Stock granted under the Plan that are
     forfeited because of the failure to meet an Award
     contingency or condition shall again be available for
     delivery pursuant to new Awards granted under the Plan.  To
     the extent any shares of Stock covered by an Award are not
     delivered to a Participant or beneficiary because the Award
     is forfeited or canceled, or the shares of Stock are not
     delivered because the Award is settled in cash, such shares
     shall not be deemed to have been delivered for purposes of
     determining the maximum number of shares of Stock available
     for delivery under the Plan.

     (iii) If the Exercise Price or other purchase price of any
     stock option or other award granted under the Plan or the
     1989 Plan is satisfied by tendering shares of Stock to the
     Company by either actual delivery or by attestation, or if
     the tax withholding obligation resulting from the settlement
     of any such option or other award is satisfied by tendering
     or withholding shares of Stock, only the number of shares of
     Stock issued net of the shares of Stock tendered or withheld
     shall be deemed delivered for purposes of determining the
     maximum number of shares of Stock available for delivery
     under the Plan.

     (iv) Shares of Stock delivered under the Plan in settlement,
     assumption or substitution of outstanding awards or
     obligations to grant future awards under the plans or
     arrangements of another entity shall not reduce the maximum
     number of shares of Stock available for delivery under the
     Plan, to the extent that such settlement, assumption or
     substitution is a result of the Company or a Related Company
     acquiring another entity or an interest in another entity. 

(b)  Subject to paragraph (c) of this subsection 6.2, the
     following additional maximums are imposed under the Plan.

     (i) The maximum number of shares of Stock that may be issued
     pursuant to Options intended to be Incentive Stock Options
     shall be 6,000,000 shares.  In the event of an increase in
     the number of shares authorized in clause I in the first
     sentence of paragraph 6.2(a)(i), said maximum number of
     shares will be increased pro rata.

     (ii) The maximum number of shares of Stock that may be
     issued in conjunction with Awards granted pursuant to
     Section 4 (relating to Stock Awards) shall be 2,000,000
     shares.

     (iii) The maximum number of shares that may be covered by
     Awards granted to any one individual during any ten
     consecutive calendar years pursuant to this Plan shall be
     20% of the shares of Stock authorized in clause I in the
     first sentence of paragraph 6.2(a)(i) to be delivered under
     the Plan.  In the event of an increase in the number of
     shares authorized in said clause I, the 20% limitation will
     apply to the increased number of shares authorized.

(c)  In the event of a corporate transaction involving the
     Company (including without limitation any stock divided,
     stock split, extraordinary cash dividend, recapitalization,
     reorganization, merger, consolidation, split-up, spin-off,
     combination or exchange of shares), the Committee may adjust
     Awards to preserve the benefits or potential benefits of the
     Awards.  Action by the Committee may include adjustment of:
     (i) the number and kind of shares which may be issued or
     delivered under the Plan; (ii) the number and kind of shares
     subject to outstanding Awards; and (iii) the Exercise Price
     of outstanding Options and SARs; as well as any other
     adjustments that the Committee determines to be equitable.

      6.3 LIMIT ON DISTRIBUTION.   Distribution of shares of
Stock or other amounts under the Plan shall be subject to the
following:

(a)  Notwithstanding any other provision of the Plan, the Company
     shall have no liability to deliver any shares of Stock under
     the Plan or make any other distribution of benefits under
     the Plan unless such delivery or distribution would comply
     with all applicable laws (including without limitation the
     requirements of the Securities Act of 1933) and the
     applicable requirements of any securities exchange or
     similar entity.

(b)  To the extent that the Plan provides for the issuance of
     stock certificates to reflect the issuance of shares of
     Stock, the issuance may be effected on a non-certificated
     basis to the extent not prohibited by applicable law or the
     applicable rules of any stock exchange.

      6.4 TAX WITHHOLDING.  Whenever the Company proposes or is
required to distribute Stock under the Plan, the Company may
require the recipient to remit to the Company or the Company or
any Related Company may withhold from any payments due or
becoming due to the recipient an amount sufficient to satisfy any
Federal, state and local tax withholding requirements prior to
the delivery of any certificate for such shares; provided,
however, that, in the discretion of the Committee, the Company
may withhold from the shares to be delivered shares with a Fair
Market Value sufficient to satisfy all or a portion of such tax
withholding requirements, or the Company may accept delivery of
shares of Stock with a Fair Market Value sufficient to satisfy
all or a portion of such tax withholding requirement, excluding
any shares deemed unacceptable for any reason by the Committee. 
Whenever under the Plan payments are to be made to a Participant
or beneficiary in cash, such payments may be net of an amount
sufficient to satisfy any Federal, state and local tax
withholding requirements.  At the discretion of the Committee,
the terms and conditions of any Award may provide for a cash
payment to a Participant equal to any tax the Participant must
pay in connection with the settlement of the Award and/or the
disposition of Stock received upon settlement of the Award.

      6.5 SHARES AS PAYMENT.  Subject to the overall limitation
on the number of shares of Stock that may be delivered under the
Plan, the Committee may use available shares of Stock, valued at
their Fair Market Value, as the form of payment for any
compensation, grants or rights earned or due under any other
compensation plans or arrangements of the Company or a Related
Company. 

      6.6 DIVIDENDS AND DIVIDEND EQUIVALENTS.   An Award may
provide the Participant with the right to receive dividends or
dividend equivalent payments with respect to Stock which may be
either paid currently or credited to an account for the
Participant, and may be settled in cash or Stock as determined by
the Committee.  Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of
Stock, may be subject to such conditions, restrictions and
contingencies as the Committee shall establish, including the
reinvestment of such credited amounts in Stock equivalents.

      6.7 PAYMENTS.   Awards may be settled through cash
payments, the delivery of shares of Stock, the granting of
replacement Awards, or a combination thereof as the Committee
shall determine.  Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and
contingencies as the Committee shall determine.  The Committee
may permit or require the deferral of any Award payment, subject
to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest or
dividend equivalents, including converting such credits into
deferred Stock equivalents.

      6.8 TRANSFERABILITY.   Except as otherwise provided by the
Committee, Awards under the Plan are not transferable except as
designated by the Participant by will or by applicable laws of
descent and distribution.

      6.9 FORM AND TIME OF ELECTIONS.   Unless otherwise
specified herein, each election required or permitted to be made
by any Participant or other person entitled to benefits under the
Plan, and any permitted modification or revocation thereof, shall
be in writing and filed with the Committee at such times, in such
form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall
require.

      6.10 AGREEMENT WITH COMPANY.   At the time of an Award to a
Participant under the Plan, the Committee may require a
Participant to enter into an agreement with the Company (the
"Agreement") in a form specified by the Committee, agreeing to
the terms and conditions of the Plan and to such additional terms
and conditions not inconsistent with the Plan as the Committee
may prescribe in its sole discretion.

      6.11 LIMITATION OF IMPLIED RIGHTS. 

(a)  Neither a Participant nor any other person shall by reason
     of the Plan acquire any right in or title to any assets,
     funds or property of the Company or any Related Company
     whatsoever, including without limitation any specific funds,
     assets, or other property which the Company or any Related
     Company, in their sole discretion, may set aside in
     anticipation of a liability under the Plan.  A Participant
     shall have only a contractual right to the stock or amounts,
     if any, payable under the Plan, unsecured by any assets of
     the Company or any Related Company.  Nothing contained in
     the Plan shall constitute a guarantee that the assets of
     such companies shall be sufficient to pay any benefits to
     any person.

(b)  The Plan does not constitute a contract of employment, and
     selection as a Participant and/or the grant or an Award will
     not give any employee the right to be retained in the employ
     of the Company or any Related Company, the right to receive
     any future Award under the Plan, or any right or claim to
     any benefit under the Plan, unless such right or claim has
     specifically accrued under the terms of the Plan.  Except as
     otherwise provided in the Plan, no Award under the Plan
     shall confer upon the holder thereof any right as a
     stockholder of the Company prior to the date on which the
     individual fulfills all conditions for receipt of such
     right.

      6.12 EVIDENCE.   Evidence required of anyone under the Plan
may be by certificate, affidavit, document or other information
which the person acting on it considers pertinent, reliable, and
signed, made or presented by the proper party or parties.

      6.13 ACTION BY COMPANY OR RELATED COMPANY.   Any action
required or permitted to be taken by the Company or any Related
Company shall be by resolution of its board of directors, or by
action of one or more members of the board (including a committee
of the board) who are duly authorized to act for the board, or,
except to the extent prohibited by applicable law or applicable
rules of any stock exchange, by a duly authorized officer of the
company.

      6.14 SEPARATE FUND.   Neither the Company, the Board or the
Committee has any obligation to create a separate fund for the
performance of any cash payment obligation under the Plan, but
any or all of them may, at their own discretion, create trust
funds or similar arrangements for such purpose.

     6.15 LIABILITY FOR CASH PAYMENTS.   Each Related Company
shall be liable for payment of cash due under the Plan with
respect to any Participant to the extent that such benefits are
attributable to the services rendered for that Related Company by
the Participant.  Any disputes relating to liability of a Related
Company for cash payments shall be resolved by the Committee.

      6.16 POOLING OF INTERESTS ACCOUNTING.   The Committee may,
in its sole and absolute discretion, declare inoperative anything
in this Plan or in the terms, conditions, restrictions or
contingencies pertaining to any Award, including any outstanding
Award, that adversely affects pooling of interests accounting.


                      SECTION 7 - COMMITTEE

      7.1 ADMINISTRATION.   The authority to control and manage
the operation and administration of the Plan shall be vested in a
committee (the "Committee") in accordance with this Section 7.

      7.2 SELECTION AND COMPOSITION OF COMMITTEE.   The Committee
shall be selected by the Board and shall consist of two or more
members of the Board who are not employees of the Company or a
Related Company.

      7.3 POWERS OF COMMITTEE.   The authority to manage and
control the operation and administration of the Plan shall be
vested in the Committee, subject to the following:          

(a)  Subject to the Provisions of the Plan, the Committee will
     have the authority and discretion to select from among the
     Eligible Individuals those persons who shall receive Awards,
     to determine the time or times of receipt, to determine the
     types of Awards and the number of shares covered by the
     Awards, to establish the terms, conditions, performance
     criteria, restrictions, and other provisions of such Awards,
     and, subject to the same restrictions imposed upon the Board
     by Section 8, to amend, cancel or suspend Awards.  In making
     such Award determinations, the Committee may take into
     account the nature of services rendered by the individual,
     the individual's present and potential contribution to the
     Company's success, and such other factors as the Committee
     deems relevant.

(b)  Subject to the provisions of the Plan, the Committee will
     have the authority and discretion to determine the extent to
     which Awards under the Plan will be structured to conform to
     the requirements applicable to performance-based
     compensation as described in Code section 162(m) and to take
     such action, establish such procedures, and impose such
     restrictions at the time such Awards are granted as the
     Committee determines to be necessary or appropriate to
     conform to such requirements.

(c)  The Committee will have the authority and discretion to
     establish terms and conditions of Awards as the Committee
     determines to be necessary or appropriate to conform to
     applicable requirements or practices of jurisdictions
     outside of the United States.

(d)  The Committee will have the authority and discretion to
     interpret the Plan, to establish, amend and rescind any
     rules and regulations relating to the Plan, to determine the
     terms and provisions of any agreements made pursuant to the
     Plan, and to make all other determinations that may be
     necessary or advisable for the administration of the Plan.

(e)  Any interpretation of the Plan by the Committee and any
     decision made by it under the Plan is conclusive, final and
     binding.

(f)  At its discretion, the Committee may terminate or suspend
     the granting of Awards under the Plan at any time or from
     time to time.

(g)  In controlling and managing the operation and administration
     of the Plan, the Committee shall act by a majority of its
     then members, by meeting or by writing filed without a
     meeting.  The Committee shall maintain and keep adequate
     records concerning the Plan and concerning its proceedings
     and acts in such form and detail as the Committee may
     decide.

      7.4 DELEGATION BY COMMITTEE.   Except to the extent
prohibited by applicable law or the applicable rules of a stock
exchange, the Committee may allocate all or any part of its
responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers
to any person or persons selected by it.  Any such allocation or
delegation may be revoked by the Committee at any time.

      7.5 INFORMATION TO BE FURNISHED TO COMMITTEE.   The Company
and Related Companies shall furnish the Committee with such data
and information as may be required for it to discharge its
duties.  The records of the Company and Related Companies as to
an employee's or Participant's employment or other provision of
services, termination of employment or cessation of the provision
of services, leave of absence, re-employment and compensation
shall be conclusive on all persons unless determined to be
incorrect.  Participants and other persons entitled to benefits
under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the
terms of the Plan. 

      7.6 DUPLICATED SIGNATURES.   At its discretion, the
Committee may accept a duplicated signature on any document,
whether faxed, photocopied or otherwise duplicated, which will be
effective to the same extent as an original signature unless
there is a showing of fraud or other wrongdoing, the burden of
making such showing being on the person asserting such fraud or
wrongdoing. 


              SECTION 8 - AMENDMENT AND TERMINATION

     The Board may at any time amend, suspend or terminate the
Plan, provided that, subject to subsection 6.2 (relating to
certain adjustments to shares), no amendment or termination may
(a) in the absence of written consent to the change by the
affected Participant (or, if the Participant is not then living,
the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Award granted under the Plan
prior to the date such amendment is adopted by the Board, or (b)
in the absence of proper approval by the Company's stockholders,
increase the share limitations set forth in subsection 6.2 or the
cash limitations set forth in subsection 5.2 or change the
minimum Option and SAR Exercise Prices set forth in subsection
3.2.