EXHIBIT 10.15
                                                              -------------


                            THE AMENDED AND RESTATED
                         1995 EQUITY PARTICIPATION PLAN
                                       OF
                         AMBASSADORS INTERNATIONAL, INC.


     Ambassadors International, Inc., a Delaware corporation, has adopted
     The Amended and Restated 1995 Equity Participation Plan of Ambassadors
     International, Inc. (the "Plan"), effective May 15, 1998, for the
     benefit of its eligible employees, consultants and directors. The Plan
     consists of two plans, one for the benefit of key Employees (as such
     term is defined below) and consultants and one for the benefit of
     Independent Directors (as such term is defined below).

     The purposes of this Plan are as follows:

     (1)  To provide an additional incentive for directors, key Employees
          and consultants to further the growth, development and financial
          success of the Company by personally benefiting through the
          ownership of Company stock and/or rights which recognize such
          growth, development and financial success.

     (2)  To enable the Company to obtain and retain the services of
          directors, key Employees and consultants considered essential to
          the long range success of the Company by offering them an
          opportunity to own stock in the Company and/or rights which will
          reflect the growth, development and financial success of the
          Company.

                                    ARTICLE I
                                   DEFINITIONS

     1.1    GENERAL.  Wherever the following terms are used in this Plan
            they shall have the meaning specified below, unless the context
            clearly indicates otherwise.

     1.2    AWARD LIMIT.  "Award Limit" shall mean 100,000 shares of Common
            Stock.

     1.3    BOARD.  "Board" shall mean the Board of Directors of the
            Company.

     1.4    CODE.  "Code" shall mean the Internal Revenue Code of 1986, as
            amended.

     1.5    COMMITTEE.  "Committee" shall mean the Compensation Committee
            of the Board, or a subcommittee of the Board, appointed as
            provided in Section 9.1.
     <PAGE>
     1.6    COMMON STOCK.  "Common Stock" shall mean the common stock of
            the Company, par value $0.01 per share, and any equity security
            of the Company issued or authorized to be issued in the future,
            but excluding any warrants, options or other rights to purchase
            Common Stock. Debt securities of the Company convertible into
            Common Stock shall be deemed equity securities of the Company.

     1.7    COMPANY.  "Company" shall mean Ambassadors International, Inc.,
            a Delaware corporation.

     1.8    DEFERRED STOCK.  "Deferred Stock" shall mean Common Stock
            awarded under Article VII of this Plan.

     1.9    DIRECTOR.  "Director" shall mean a member of the Board.

     1.10   DIVIDEND EQUIVALENT.  "Dividend Equivalent" shall mean a right
            to receive the equivalent value (in cash or Common Stock) of
            dividends paid on Common Stock awarded under Article VII of
            this Plan.

     1.11   EMPLOYEE.  "Employee" shall mean any officer or other employee
            (as defined in accordance with Section 3401(c) of the Code) of
            the Company, or of any corporation which is a Subsidiary.

     1.12   EXCHANGE ACT.  "Exchange Act" shall mean the Securities
            Exchange Act of 1934, as amended.

     1.13   FAIR MARKET VALUE.  "Fair Market Value" of a share of Common
            Stock as of a given date shall be (i) the mean between the
            highest and lowest selling price of a share of Common Stock on
            the principal exchange on which shares of Common Stock are then
            trading, if any, on such date, or if shares were not traded on
            such date, then on the closest preceding date on which a trade
            occurred, or (ii) if Common Stock is not traded on an exchange,
            the mean between the closing representative bid and asked
            prices for the Common Stock on such date as reported by NASDAQ
            or, if NASDAQ is not then in existence, by its successor
            quotation system; or (iii) if Common Stock is not publicly
            traded, the Fair Market Value of a share of Common Stock as
            established by the Committee (or the Board, in the case of
            Options granted to Independent Directors) acting in good faith.

     1.14   GRANTEE.  "Grantee" shall mean an Employee or consultant
            granted a Performance Award, Dividend Equivalent, Stock Payment
            or Stock Appreciation Right, or an award of Deferred Stock,
            under this Plan.

     1.15   INCENTIVE STOCK OPTION.  "Incentive Stock Option" shall mean an
            option which conforms to the applicable provisions of Section
            422 of the Code and which is designated as an Incentive Stock
            Option by the Committee.
     <PAGE>
     1.16   INDEPENDENT DIRECTOR.  "Independent Director" shall mean a
            member of the Board who is not an Employee of the Company.

     1.17   NON-QUALIFIED STOCK OPTION.  "Non-Qualified Stock Option" shall
            mean an Option which is not designated as an Incentive Stock
            Option by the Committee.

     1.18   OPTION.  "Option" shall mean a stock option granted under
            Article III of this Plan. An Option granted under this Plan
            shall, as determined by the Committee, be either a Non-
            Qualified Stock Option or an Incentive Stock Option; provided,
            however, that Options granted to Independent Directors and
            consultants shall be Non-Qualified Stock Options.

     1.19   OPTIONEE.  "Optionee" shall mean an Employee, consultant or
            Independent Director granted an Option under this Plan.

     1.20   PERFORMANCE AWARD.  "Performance Award" shall mean a cash
            bonus, stock bonus or other performance or incentive award that
            is paid in cash, Common Stock or a combination of both, awarded
            under Article VII of this Plan.

     1.21   PLAN.  "Plan" shall mean The Amended and Restated 1995 Equity
            Participation Plan of Ambassadors International, Inc.

     1.22   RESTRICTED STOCK.  "Restricted Stock" shall mean Common Stock
            awarded under Article VI of this Plan.

     1.23   RESTRICTED STOCKHOLDER.  "Restricted Stockholder" shall mean an
            Employee or consultant granted an award of Restricted Stock
            under Article VI of this Plan.

     1.24   RULE 16b-3.  "Rule 16b-3" shall mean that certain Rule 16b-3
            under the Exchange Act, as such Rule may be amended from time
            to time.

     1.25   STOCK APPRECIATION RIGHT.  "Stock Appreciation Right" shall
            mean a stock appreciation right granted under Article VIII of
            this Plan.

     1.26   STOCK PAYMENT.  "Stock Payment" shall mean (i) a payment in the
            form of shares of Common Stock, or (ii) an option or other
            right to purchase shares of Common Stock, as part of a deferred
            compensation arrangement, made in lieu of all or any portion of
            the compensation, including without limitation, salary, bonuses
            and commissions, that would otherwise become payable to a key
            Employee or consultant in cash, awarded under Article VII of
            this Plan.
     <PAGE>
     1.27   SUBSIDIARY.  "Subsidiary" shall mean any corporation in an
            unbroken chain of corporations beginning with the Company if
            each of the corporations other than the last corporation in the
            unbroken chain then owns stock possessing 50 percent or more of
            the total combined voting power of all classes of stock in one
            of the other corporations in such chain.

     1.28   TERMINATION OF CONSULTANCY.  "Termination of Consultancy" shall
            mean the time when the engagement of Optionee, Grantee or
            Restricted Stockholder as a Consultant to the Company or a
            Subsidiary is terminated for any reason, with or without cause,
            including without limitation, resignation, discharge, death or
            retirement; but excluding terminations where there is a
            simultaneous commencement of employment with the Company or any
            Subsidiary. The Committee, in its absolute discretion, shall
            determine the effect of all matters and questions relating to
            Termination of Consultancy, including, but not by way of
            limitation, the question of whether a Termination of
            Consultancy resulted from a discharge for good cause, and all
            questions of whether particular leaves of absence constitute
            Terminations of Employment. Notwithstanding any other provision
            of this Plan, the Company or any Subsidiary has an absolute and
            unrestricted right to terminate a consultant's service at any
            time for any reason whatsoever, with or without cause, except
            to the extent expressly provided otherwise in writing.

     1.29   TERMINATION OF DIRECTORSHIP.  "Termination of Directorship"
            shall mean the time when an Optionee who is an Independent
            Director ceases to be a Director for any reason, including, but
            not by way of limitation, a termination by resignation, failure
            to be elected, death or retirement. The Board, in its sole and
            absolute discretion, shall determine the effect of all matters
            and questions relating to Termination of Directorship.

     1.30   TERMINATION OF EMPLOYMENT.  "Termination of Employment " shall
            mean the time when the employee-employer relationship between
            the Optionee, Grantee or Restricted Stockholder and the Company
            or any Subsidiary is terminated for any reason, including, but
            not by way of limitation, a termination by resignation,
            discharge, death, disability or retirement; but excluding (i)
            terminations where there is a simultaneous reemployment,
            continuing employment of an Optionee, Grantee or Restricted
            Stockholder by the Company or any Subsidiary, (ii) at the
            discretion of the Committee, terminations which result in a
            temporary severance of the employee-employer relationship, and
            (iii) at the discretion of the Committee, terminations which
            are followed by the simultaneous establishment of a consulting
            relationship by the Company or a Subsidiary with the former
            employee. The Committee, in its absolute discretion, shall
            determine the effect of all matters and questions relating to
            Termination of Employment, including, but not by way of
            limitation, the question of whether a Termination of Employment
     <PAGE>
            resulted from a discharge for good cause, and all questions of
            whether particular leaves of absence constitute Terminations of
            Employment; provided, however, that, with respect to Incentive
            Stock Options, a leave of absence, change in status from an
            employee to an independent contractor or other change in the
            employee-employer relationship shall constitute a Termination
            of Employment if, and to the extent that such leave of absence,
            change in status or other change interrupts employment for the
            purposes of Section 422(a)(2) of the Code and the then
            applicable regulations and revenue rulings under said Section.
            Notwithstanding any other provision of this Plan, the Company
            or any Subsidiary has an absolute and unrestricted right to
            terminate an Employee's employment at any time for any reason
            whatsoever, with or without cause, except to the extent
            expressly provided otherwise in writing.

                                   ARTICLE II
                             SHARES SUBJECT TO PLAN

     2.1  SHARES SUBJECT TO PLAN.

            (a)  The shares of stock subject to Options, awards of
                 Restricted Stock, Performance Awards, Dividend
                 Equivalents, awards of Deferred Stock, Stock Payments or
                 Stock Appreciation Rights shall be Common Stock, initially
                 shares of the Company's Common Stock, par value $0.01 per
                 share. The aggregate number of such shares which may be
                 issued upon exercise of such options or rights or upon any
                 such awards under the Plan shall not exceed nine hundred
                 thousand (900,000). The shares of Common Stock issuable
                 upon exercise of such options or rights or upon any such
                 awards may be either previously authorized but unissued
                 shares or treasury shares.

            (b)  The maximum number of shares which may be subject to
                 Options or Stock Appreciation Rights granted under the
                 Plan to any individual in any calendar year shall not
                 exceed the Award Limit. To the extent required by Section
                 162(m) of the Code, shares subject to Options which are
                 cancelled continue to be counted against the Award Limit
                 and if, after grant of an Option, the price of shares
                 subject to such Option is reduced, the transaction is
                 treated as a cancellation of the Option and a grant of a
                 new Option and both the Option deemed to be canceled and
                 the Option deemed to be granted are counted against the
                 Award Limit. Furthermore, to the extent required by
                 Section 162(m) of the Code, if, after grant of a Stock
                 Appreciation Right, the base amount on which stock
                 appreciation is calculated is reduced to reflect a
                 reduction in the Fair Market Value of the Company's Common
                 Stock, the transaction is treated as a cancellation of the
                 Stock Appreciation Right and a grant of a new Stock
                 Appreciation Right and both the Stock Appreciation Right
                 deemed to be canceled and the Stock Appreciation Right
                 deemed to be granted are counted against the Award Limit.
     <PAGE>
     2.2    UNEXERCISED OPTIONS AND OTHER RIGHTS.  If any Option, or other
            right to acquire shares of Common Stock under any other award
            under this Plan, expires or is cancelled without having been
            fully exercised, the number of shares subject to such Option or
            other right but as to which such Option or other right was not
            exercised prior to its expiration or cancellation may again be
            optioned, granted or awarded hereunder, subject to the
            limitations of Section 2.1.

                                       ARTICLE III
                                   GRANTING OF OPTIONS

     3.1    ELIGIBILITY.  Subject to the Award Limit, any Employee or
            consultant selected by the Committee pursuant to Section
            3.4(a)(i) shall be eligible to be granted an Option. Each
            Independent Director of the Company shall be eligible to be
            granted Options at the times and in the manner set forth in
            Section 3.4(d).

     3.2    DISQUALIFICATION FOR STOCK OWNERSHIP.  No person may be granted
            an Incentive Stock Option under this Plan if such person, at
            the time the Incentive Stock Option is granted, owns stock
            possessing more than ten percent (10%) of the total combined
            voting power of all classes of stock of the Company or any then
            existing Subsidiary unless such Incentive Stock Option conforms
            to the applicable provisions of Section 422 of the Code.

     3.3    QUALIFICATION OF INCENTIVE STOCK OPTIONS.  No Incentive Stock
            Option shall be granted unless such Option, when granted,
            qualifies as an "incentive stock option" under Section 422 of
            the Code. No Incentive Stock Option shall be granted to any
            person who is not an Employee.

     3.4    GRANTING OF OPTIONS.

            (a)  The Committee shall from time to time, in its absolute
                 discretion, and subject to the applicable limitations of
                 this Plan:

                 (i)    Determine which Employees are key Employees and
                        select from among the key Employees or consultants
                        (including Employees or consultants who have
                        previously received Options or other awards under
                        this Plan) such of them as in its opinion should be
                        granted Options;

                 (ii)   Subject to the Award Limit, determine the number of
                        shares to be subject to such Options granted to the
                        selected key Employees or consultants;
      
                 (iii)  Determine whether such Options are to be Incentive
                        Stock Options or Non-Qualified Stock Options and
                        whether such Options are to qualify as performance-
                        based compensation as described in Section
                        162(m)(4)(C) of the Code; and
     <PAGE>
                 (iv)   Determine the terms and conditions of such Options,
                        consistent with this Plan; PROVIDED, HOWEVER, that
                        the terms and conditions of Options intended to
                        qualify as performance-based compensation as
                        described in Section 162(m)(4)(C) of the Code shall
                        include, but not be limited to, such terms and
                        conditions as may be necessary to meet the
                        applicable provisions of Section 162(m) of the
                        Code.

            (b)  Upon the selection of a key Employee or consultant to be
                 granted an Option, the Committee shall instruct the
                 Secretary of the Company to issue the Option and may
                 impose such conditions on the grant of the Option as it
                 deems appropriate. Without limiting the generality of the
                 preceding sentence, the Committee may, in its discretion
                 and on such terms as it deems appropriate, require as a
                 condition on the grant of an Option to an Employee or
                 consultant that the Employee or consultant surrender for
                 cancellation some or all of the unexercised Options,
                 awards of Restricted Stock or Deferred Stock, Performance
                 Awards, Stock Appreciation Rights, Dividend Equivalents or
                 Stock Payments or other rights which have been previously
                 granted to him under this Plan or otherwise. An Option,
                 the grant of which is conditioned upon such surrender, may
                 have an option price lower (or higher) than the exercise
                 price of such surrendered Option or other award, may cover
                 the same (or a lesser or greater) number of shares as such
                 surrendered Option or other award, may contain such other
                 terms as the Committee deems appropriate, and shall be
                 exercisable in accordance with its terms, without regard
                 to the number of shares, price, exercise period or any
                 other term or condition of such surrendered Option or
                 other award.

            (c)  Any Incentive Stock Option granted under this Plan may be
                 modified by the Committee to disqualify such option from
                 treatment as an "incentive stock option" under Section 422
                 of the Code.

            (d)  Each person who is an Independent Director as of the date
                 of the initial public offering of Common Stock
                 automatically shall be granted an option to purchase ten
                 thousand (10,000) shares of Common Stock (subject to
                 adjustment as provided in Section 10.3) on the date of
                 such initial public offering. When a person is initially
                 elected to the Board following the date of the initial
                 public offering of Common Stock and is then an Independent
                 Director, each such new Independent Director automatically
                 shall be granted an Option to purchase ten thousand
                 (10,000) shares of Common Stock (subject to adjustment as
                 provided in Section 10.3) on the date of his or her
     <PAGE>
                 election to the Board. Members of the Board who are
                 Employees who subsequently retire from the Company and
                 remain on the Board will not receive an Option grant
                 pursuant to this Section 3.4(d). All the foregoing Option
                 grants authorized by this Section 3.4(d) are subject to
                 stockholder approval of the Plan.

                                   ARTICLE IV
                                TERMS OF OPTIONS

     4.1    OPTION AGREEMENT.  Each Option shall be evidenced by a written
            Stock Option Agreement, which shall be executed by the Optionee
            and an authorized officer of the Company and which shall
            contain such terms and conditions as the Committee (or the
            Board, in the case of Options granted to Independent Directors)
            shall determine, consistent with this Plan. Stock Option
            Agreements evidencing Options intended to qualify as
            performance-based compensation as described in Section
            162(m)(4)(C) of the Code shall contain such terms and
            conditions as may be necessary to meet the applicable
            provisions of Section 162(m) of the Code. Stock Option
            Agreements evidencing Incentive Stock Options shall contain
            such terms and conditions as may be necessary to meet the
            applicable provisions of Section 422 of the Code.

     4.2    OPTION PRICE.  The price per share of the shares subject to
            each Option shall be set by the Committee; provided, however,
            that such price shall be no less than the par value of a share
            of Common Stock, and in the case of Options intended to qualify
            as performance-based compensation as described in Section
            162(m)(4)(C) of the Code, as well as Options granted to
            Independent Directors, such price shall be no less than 100% of
            the Fair Market Value of a share of Common Stock on the date
            the Option is granted and in the case of Incentive Stock
            Options such price shall not be less than the greater of: (i)
            100% of the Fair Market Value of a share of Common Stock on the
            date the Option is granted, or (ii) 110% of the Fair Market
            Value of a share of Common Stock on the date such Option is
            granted in the case of an individual then owning (within the
            meaning of Section 424(d) of the Code) more than 10% of the
            total combined voting power of all classes of stock of the
            Company or any Subsidiary.

     4.3    OPTION TERM.  The term of an Option (other than an Option
            granted to an Independent Director) shall be set by the
            Committee in its discretion; provided, however, that, in the
            case of Incentive Stock Options, the term shall not be more
            than ten (10) years from the date the Incentive Stock Option is
            granted, or five (5) years from such date if the Incentive
            Stock Option is granted to an individual then owning (within
            the meaning of Section 424(d) of the Code) more than 10% of the
            total combined voting power of all classes of stock of the
            Company or any Subsidiary.
     <PAGE>
     4.4    OPTION VESTING.

            (a)  The period during which the right to exercise an Option in
                 whole or in part vests in the Optionee shall be set by the
                 Committee and the Committee may determine that an Option
                 may not be exercised in whole or in part for a specified
                 period after it is granted; provided, however, that no
                 Option granted to a person subject to Section 16 of the
                 Exchange Act shall be exercisable until at least six
                 months have elapsed from (but excluding) the date on which
                 the Option was granted. At any time after grant of an
                 Option, the Committee (or the Board) may, in its sole
                 discretion and subject to whatever terms and conditions it
                 selects, accelerate the period during which an Option
                 vests. Notwithstanding the foregoing, all Options granted
                 to Independent Directors shall become exercisable in
                 cumulative annual installments of 25% on each of the
                 first, second, third and fourth anniversaries of the date
                 of Option grant, and the term of each such Option shall be
                 ten years without variation or acceleration hereunder,
                 except as provided in Section 10.4 and except that any
                 Option granted to an Independent Director shall become
                 immediately exercisable in full upon the retirement of the
                 Independent Director in accordance with the Company's
                 retirement policy applicable to Directors.

            (b)  No portion of an Option which is unexercisable at
                 Termination of Employment, Termination of Directorship or
                 Termination of a Consultancy, as applicable, shall
                 thereafter become exercisable, except as may be otherwise
                 provided by the Committee with respect to Options granted
                 to Employees or consultants, either in the Stock Option
                 Agreement or in a resolution adopted following the grant
                 of the Option.

            (c)  To the extent that the aggregate Fair Market Value of
                 stock with respect to which "incentive stock options"
                 (within the meaning of Section 422 of the Code, but
                 without regard to Section 422(d) of the Code) are
                 exercisable for the first time by an Optionee during any
                 calendar year (under the Plan and all other incentive
                 stock option plans of the Company and any Subsidiary)
                 exceeds $100,000, such Options shall be treated as Non-
                 Qualified Options to the extent required by Section 422 of
                 the Code. The rule set forth in the preceding sentence
                 shall be applied by taking Options into account in the
                 order in which they were granted. For purposes of this
                 Section 4.4(c), the Fair Market Value of stock shall be
                 determined as of the time the Option with respect to such
                 stock is granted.
     <PAGE>
     4.5    CONSIDERATION.  In consideration of the granting of an Option,
            the Optionee shall agree, in the written Stock Option
            Agreement, to remain in the employ of (or to consult for or to
            serve as an Independent Director of, as applicable) the Company
            or any Subsidiary for a period of at least one year after the
            Option is granted (or until the next annual meeting of
            stockholders of the Company, in the case of an Independent
            Director). Nothing in this Plan or in any Stock Option
            Agreement hereunder shall confer upon any Optionee any right to
            continue in the employ of, or as a consultant for, the Company
            or any Subsidiary, or as a director of the Company, or shall
            interfere with or restrict in any way the rights of the Company
            and any Subsidiary, which are hereby expressly reserved, to
            discharge any Optionee at any time for any reason whatsoever,
            with or without good cause.

                                    ARTICLE V
                               EXERCISE OF OPTIONS

     5.1    PARTIAL EXERCISE.  An exercisable Option may be exercised in
            whole or in part. However, an Option shall not be exercisable
            with respect to fractional shares and the Committee (or the
            Board, in the case of Options granted to Independent Directors)
            may require that, by the terms of the Option, a partial
            exercise be with respect to a minimum number of shares.

     5.2    MANNER OF EXERCISE.  All or a portion of an exercisable Option
            shall be deemed exercised upon delivery of all of the following
            to the Secretary of the Company or his office:

            (a)  A written notice complying with the applicable rules
                 established by the Committee or the Board stating that the
                 Option, or a portion thereof, is exercised. The notice
                 shall be signed by the Optionee or other person then
                 entitled to exercise the Option or such portion;

            (b)  Such representations and documents as the Committee or the
                 Board, in its absolute discretion, deems necessary or
                 advisable to effect compliance with all applicable
                 provisions of the Securities Act of 1933, as amended, and
                 any other federal or state securities laws or regulations.
                 The Committee or Board may, in its absolute discretion,
                 also take whatever additional actions it deems appropriate
                 to effect such compliance including, without limitation,
                 placing legends on share certificates and issuing stop-
                 transfer notices to agents and registrars;

            (c)  In the event that the Option shall be exercised pursuant
                 to Section 10.1 by any person or persons other than the
                 Optionee, appropriate proof of the right of such person or
                 persons to exercise the Option; and
     <PAGE>
            (d)  Full cash payment to the Secretary of the Company for the
                 shares with respect to which the Option, or portion
                 thereof, is exercised. However, at the discretion of the
                 Committee (or the Board, in the case of Options granted to
                 Independent Directors), the terms of the Option may (i)
                 allow a delay in payment up to thirty (30) days from the
                 date the Option, or portion thereof, is exercised; (ii)
                 allow payment, in whole or in part, through the delivery
                 of shares of Common Stock owned by the Optionee, duly
                 endorsed for transfer to the Company with a Fair Market
                 Value on the date of delivery equal to the aggregate
                 exercise price of the Option or exercised portion thereof;
                 (iii) subject to the timing requirements of Section 5.3,
                 allow payment, in whole or in part, through the surrender
                 of shares of Common Stock then issuable upon exercise of
                 the Option having a Fair Market Value on the date of
                 Option exercise equal to the aggregate exercise price of
                 the Option or exercised portion thereof; (iv) allow
                 payment, in whole or in part, through the delivery of
                 property of any kind which constitutes good and valuable
                 consideration; (v) allow payment, in whole or in part,
                 through the delivery of a full recourse promissory note
                 bearing interest (at no less than such rate as shall then
                 preclude the imputation of interest under the Code) and
                 payable upon such terms as may be prescribed by the
                 Committee or the Board, or (vi) allow payment through any
                 combination of the consideration provided in the foregoing
                 subparagraphs (ii), (iii), (iv) and (v). In the case of a
                 promissory note, the Committee or the Board may also
                 prescribe the form of such note and the security to be
                 given for such note. The Option may not be exercised,
                 however, by delivery of a promissory note or by a loan
                 from the Company when or where such loan or other
                 extension of credit is prohibited by law. 

     5.3    CERTAIN TIMING REQUIREMENTS.  At the discretion of the
            Committee (or Board, in the case of Options granted to
            Independent Directors), shares of Common Stock issuable to the
            Optionee upon exercise of the Option may be used to satisfy the
            Option exercise price or the tax withholding consequences of
            such exercise, in the case of persons subject to Section 16 of
            the Exchange Act, only (i) during the period beginning on the
            third business day following the date of release of the
            quarterly or annual summary statement of sales and earnings of
            the Company and ending on the twelfth business day following
            such date or (ii) pursuant to an irrevocable written election
            by the Optionee to use shares of Common
     <PAGE>
            Stock issuable to the Optionee upon exercise of the Option to
            pay all or part of the Option price or the withholding taxes
            made at least six months prior to the payment of such Option
            price or withholding taxes.  5.4  CONDITIONS TO ISSUANCE OF
            STOCK CERTIFICATES.  The Company shall not be required to issue
            or deliver any certificate or certificates for shares of stock
            purchased upon the exercise of any Option or portion thereof
            prior to fulfillment of all of the following conditions:

            (a)  The admission of such shares to listing on all stock
                 exchanges on which such class of stock is then listed;

            (b)  The completion of any registration or other qualification
                 of such shares under any state or federal law, or under
                 the rulings or regulations of the Securities and Exchange
                 Commission or any other governmental regulatory body which
                 the Committee or Board shall, in its absolute discretion,
                 deem necessary or advisable;

            (c)  The obtaining of any approval or other clearance from any
                 state or federal governmental agency which the Committee
                 or Board shall, in its absolute discretion, determine to
                 be necessary or advisable;

            (d)  The lapse of such reasonable period of time following the
                 exercise of the Option as the Committee or Board may
                 establish from time to time for reasons of administrative
                 convenience; and

            (e)  The receipt by the Company of full payment for such
                 shares, including payment of any applicable withholding
                 tax.

     5.5    RIGHTS AS STOCKHOLDERS.  The holders of Options shall not be,
            nor have any of the rights or privileges of, stockholders of
            the Company in respect of any shares purchasable upon the
            exercise of any part of an Option unless and until certificates
            representing such shares have been issued by the Company to
            such holders.

     5.6    OWNERSHIP AND TRANSFER RESTRICTIONS.  The Committee (or Board,
            in the case of Options granted to Independent Directors), in
            its absolute discretion, may impose such restrictions on the
            ownership and transferability of the shares purchasable upon
            the exercise of an Option as it deems appropriate. Any such
            restriction shall be set forth in the respective Stock Option
            Agreement and may be referred to on the certificates evidencing
            such shares. The Committee may require the Employee to give the
            Company prompt notice of any disposition of shares of Common
            Stock acquired by exercise of an Incentive Stock Option within
            (i) two years from the date of granting such Option to such
            Employee or (ii) one year after the transfer of such shares to
            such Employee. The Committee may direct that the certificates
            evidencing shares acquired by exercise of an Option refer to
            such requirement to give prompt notice of disposition.
     <PAGE>
                                   ARTICLE VI
                            AWARD OF RESTRICTED STOCK

     6.1    AWARD OF RESTRICTED STOCK.

            (a)  The Committee shall from time to time, in its absolute
                 discretion:

                 (i)    Select from among the key Employees or consultants
                        (including Employees or consultants who have
                        previously received other awards under this Plan)
                        such of them as in its opinion should be awarded
                        Restricted Stock; and

                 (ii)   Determine the purchase price, if any, and other
                        terms and conditions applicable to such Restricted
                        Stock, consistent with this Plan.

            (b)  The Committee shall establish the purchase price, if any,
                 and form of payment for Restricted Stock; PROVIDED,
                 HOWEVER, that such purchase price shall be no less than
                 the par value of the Common Stock to be purchased. In all
                 cases, legal consideration shall be required for each
                 issuance of Restricted Stock.

            (c)  Upon the selection of a key Employee or consultant to be
                 awarded Restricted Stock, the Committee shall instruct the
                 Secretary of the Company to issue such Restricted Stock
                 and may impose such conditions on the issuance of such
                 Restricted Stock as it deems appropriate.

     6.2    RESTRICTED STOCK AGREEMENT.  Restricted Stock shall be issued
            only pursuant to a written Restricted Stock Agreement, which
            shall be executed by the selected key Employee or consultant
            and an authorized officer of the Company and which shall
            contain such terms and conditions as the Committee shall
            determine, consistent with this Plan.

     6.3    CONSIDERATION.  As consideration for the issuance of Restricted
            Stock, in addition to payment of any purchase price, the
            Restricted Stockholder shall agree, in the written Restricted
            Stock Agreement, to remain in the employ of, or to consult for,
            the Company or any Subsidiary for a period of at least one year
            after the Restricted Stock is issued. Nothing in this Plan or
            in any Restricted Stock Agreement hereunder shall confer on any
            Restricted Stockholder any right to continue in the employ of,
            or as a consultant for, the Company or any Subsidiary or shall
            interfere with or restrict in any way the rights of the Company
            and any Subsidiary, which are hereby expressly reserved, to
            discharge any Restricted Stockholder at any time for any reason
            whatsoever, with or without good cause.
     <PAGE>
     6.4    RIGHTS AS STOCKHOLDERS.  Upon delivery of the shares of
            Restricted Stock to the escrow holder pursuant to Section 6.7,
            the Restricted Stockholder shall have, unless otherwise
            provided by the Committee, all the rights of a stockholder with
            respect to said shares, subject to the restrictions in his
            Restricted Stock Agreement, including the right to receive all
            dividends and other distributions paid or made with respect to
            the shares; PROVIDED, HOWEVER, that in the discretion of the
            Committee, any extraordinary distributions with respect to the
            Common Stock shall be subject to the restrictions set forth in
            Section 6.5.

     6.5    RESTRICTION.  All shares of Restricted Stock issued under this
            Plan (including any shares received by holders thereof with
            respect to shares of Restricted Stock as a result of stock
            dividends, stock splits or any other form of recapitalization)
            shall, in the terms of each individual Restricted Stock
            Agreement, be subject to such restrictions as the Committee
            shall provide, which restrictions may include, without
            limitation, restrictions concerning voting rights and
            transferability and restrictions based on duration of
            employment with the Company, Company performance and individual
            performance; PROVIDED, HOWEVER, that no share of Restricted
            Stock granted to a person subject to Section 16 of the Exchange
            Act shall be sold, assigned or otherwise transferred until at
            least six months have elapsed from (but excluding) the date on
            which the Restricted Stock was issued, and PROVIDED, FURTHER,
            that by a resolution adopted after the Restricted Stock is
            issued, the Committee may, on such terms and conditions as it
            may determine to be appropriate, remove any or all of the
            restrictions imposed by the terms of the Restricted Stock
            Agreement. Restricted Stock may not be sold or encumbered until
            all restrictions are terminated or expire. Unless provided
            otherwise by the Committee, if no consideration was paid by the
            Restricted Stockholder upon issuance, a Restricted
            Stockholder's rights in unvested Restricted Stock shall lapse
            upon Termination of Employment or, if applicable, upon the
            termination of his consulting relationship with the Company. 

     6.6    REPURCHASE OF RESTRICTED STOCK.  The Committee shall provide in
            the terms of each individual Restricted Stock Agreement that
            the Company shall have the right to repurchase from the
            Restricted Stockholder the Restricted Stock then subject to
            restrictions under the Restricted Stock Agreement immediately
            upon a Termination of Employment or, if applicable, upon a
            termination of any consulting relationship between the
            Restricted Stockholder and the Company, at a cash price per
            share equal to the price paid by the Restricted Stockholder for
            such Restricted Stock; PROVIDED, HOWEVER, that provision may be
            made that no such right of repurchase shall exist in the event
            of a Termination of Employment or Termination of Consultancy
            without cause, or following a change in control of the Company
            or because of the Restricted Stockholder's retirement, death or
            disability, or otherwise.
     <PAGE>
     6.7    ESCROW.  The Secretary of the Company or such other escrow
            holder as the Committee may appoint shall retain physical
            custody of each certificate representing Restricted Stock until
            all of the restrictions imposed under the Restricted Stock
            Agreement with respect to the shares evidenced by such
            certificate expire or shall have been removed.

     6.8    LEGEND.  In order to enforce the restrictions imposed upon
            shares of Restricted Stock hereunder, the Committee shall cause
            a legend or legends to be placed on certificates representing
            all shares of Restricted Stock that are still subject to
            restrictions under Restricted Stock Agreements, which legend or
            legends shall make appropriate reference to the conditions
            imposed thereby.

                                   ARTICLE VII
                    PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS,
                         DEFERRED STOCK, STOCK PAYMENTS

     7.1    PERFORMANCE AWARDS.  Any key Employee or consultant selected by
            the Committee may be granted one or more Performance Awards.
            The value of such Performance Awards may be linked to the
            market value, book value, net profits or other measure of the
            value of Common Stock or other specific performance criteria
            determined appropriate by the Committee, in each case on a
            specified date or dates or over any period or periods
            determined by the Committee, or may be based upon the
            appreciation in the market value, book value, net profits or
            other measure of the value of a specified number of shares of
            Common Stock over a fixed period or periods determined by the
            Committee. In making such determinations, the Committee shall
            consider (among such other factors as it deems relevant in
            light of the specific type of award) the contributions,
            responsibilities and other compensation of the particular key
            Employee or consultant.

     7.2    DIVIDEND EQUIVALENTS.  Any key Employee or consultant selected
            by the Committee may be granted Dividend Equivalents based on
            the dividends declared on Common Stock, to be credited as of
            dividend payment dates, during the period between the date an
            Option, Stock Appreciation Right, Deferred Stock or Performance
            Award is granted, and the date such Option, Stock Appreciation
            Right, Deferred Stock or Performance Award is exercised, vests
            or expires, as determined by the Committee. Such Dividend
            Equivalents shall be converted to cash or additional shares of
            Common Stock by such formula and at such time and subject to
            such limitations as may be determined by the Committee. 

     7.3    STOCK PAYMENTS.  Any key Employee or consultant selected by the
            Committee may receive Stock Payments in the manner determined
            from time to time by the Committee. The number of shares shall
            be determined by the Committee and may be based upon the Fair
     <PAGE>
            Market Value, book value, net profits or other measure of the
            value of Common Stock or other specific performance criteria
            determined appropriate by the Committee on the date such Stock
            Payment is made or on any date thereafter.

      7.4   DEFERRED STOCK.  Any key Employee or consultant selected by the
            Committee may be granted an award of Deferred Stock in the
            manner determined from time to time by the Committee. The
            number of shares of Deferred Stock shall be determined by the
            Committee and may be linked to the market value, book value,
            net profits or other measure of the value of Common Stock or
            other specific performance criteria determined appropriate by
            the Committee, in each case on a specified date or dates or
            over any period or periods determined by the Committee. Common
            Stock underlying a Deferred Stock award will not be issued
            until the Deferred Stock award has vested, pursuant to a
            vesting schedule or performance criteria set by the Committee.
            Unless otherwise provided by the Committee, a Grantee of
            Deferred Stock shall have no rights as a Company stockholder
            with respect to such Deferred Stock until such time as the
            award has vested and the Common Stock underlying the award has
            been issued.

     7.5    PERFORMANCE AWARD AGREEMENT, DIVIDEND EQUIVALENT AGREEMENT,
            DEFERRED STOCK AGREEMENT, STOCK PAYMENT AGREEMENT.  Each
            Performance Award, Dividend Equivalent, award of Deferred Stock
            and/or Stock Payment shall be evidenced by a written agreement,
            which shall be executed by the Grantee and an authorized
            Officer of the Company and which shall contain such terms and
            conditions as the Committee shall determine, consistent with
            this Plan.

     7.6    TERM.  The term of a Performance Award, Dividend Equivalent
            award of Deferred Stock and/or Stock Payment shall be set by
            the Committee in its discretion.

     7.7    EXERCISE UPON TERMINATION OF EMPLOYMENT.  A Performance Award,
            Dividend Equivalent, award of Deferred Stock and/or Stock
            Payment is exercisable only while the Grantee is an Employee or
            consultant; provided that the Committee may determine that the
            Performance Award, Dividend Equivalent, award of Deferred Stock
            and/or Stock Payment may be exercised subsequent to Termination
            of Employment or Termination of Consultancy without cause, or
            following a change in control of the Company, or because of the
            Grantee's retirement, death or disability, or otherwise.

     7.8    PAYMENT ON EXERCISE.  Payment of the amount determined under
            Section 7.1 or 7.2 above shall be in cash, in Common Stock or a
            combination of both, as determined by the Committee. To the
            extent any payment under this Article VII is effected in Common
            Stock, it shall be made subject to satisfaction of all
            provisions of Section 5.4.
     <PAGE>
     7.9    CONSIDERATION.  In consideration of the granting of a
            Performance Award, Dividend Equivalent award of Deferred Stock
            and/or Stock Payment, the Grantee shall agree, in a written
            agreement, to remain in the employ of, or to consult for, the
            Company or any Subsidiary for a period of at least one year
            after such Performance Award, Dividend Equivalent, award of
            Deferred Stock and/or Stock Payment is granted. Nothing in this
            Plan or in any agreement hereunder shall confer on any Grantee
            any right to continue in the employ of, or as a consultant for,
            the Company or any Subsidiary or shall interfere with or
            restrict in any way the rights of the Company and any
            Subsidiary, which are hereby expressly reserved, to discharge
            any Grantee at any time for any reason whatsoever, with or
            without good cause.

                                  ARTICLE VIII
                            STOCK APPRECIATION RIGHTS

     8.1    GRANT OF STOCK APPRECIATION RIGHTS.  Subject to the Award
            Limit, a Stock Appreciation Right may be granted to any key
            Employee or consultant selected by the Committee. A Stock
            Appreciation Right may be granted (i) in connection and
            simultaneously with the grant of an Option, (ii) with respect
            to a previously granted Option, or (iii) independent of an
            Option. A Stock Appreciation Right shall be subject to such
            terms and conditions not inconsistent with this Plan as the
            Committee shall impose, and shall be evidenced by a written
            Stock Appreciation Right Agreement, which shall be executed by
            the Grantee and an authorized officer of the Company. The
            Committee, in its discretion, may determine whether a Stock
            Appreciation Right is to qualify as performance-based
            compensation as described in Section 162(m)(4)(C) of the Code
            and Stock Appreciation Right Agreements evidencing Stock
            Appreciation Rights intended to so qualify shall contain such
            terms and conditions as may be necessary to meet the applicable
            provisions of Section 162(m) of the Code. Without limiting the
            generality of the foregoing, the Committee may, in its
            discretion and on such terms as it deems appropriate, require
            as a condition of the grant of a Stock Appreciation Right to an
            Employee or consultant that the Employee or consultant
            surrender for cancellation some or all of the unexercised
            Options, awards of Restricted Stock or Deferred Stock,
            Performance Awards, Stock Appreciation Rights, Dividend
            Equivalents or Stock Payments, or other rights which have been
            previously granted to him under this Plan or otherwise. A Stock
            Appreciation Right, the grant of which is conditioned upon such
            surrender, may have an exercise price lower (or higher) than
            the exercise price of the surrendered Option or other award,
            may cover the same (or a lesser or greater) number of shares as
            such surrendered Option or other award, may contain such other
            terms as the Committee deems appropriate, and shall be
            exercisable in accordance with its terms, without regard to the
            number of shares, price, exercise period or any other term or
            condition of such surrendered Option or other award.
     <PAGE>
     8.2     COUPLED STOCK APPRECIATION RIGHTS.

            (a)  A Coupled Stock Appreciation Right ("CSAR") shall be
                 related to a particular Option and shall be exercisable
                 only when and to the extent the related Option is
                 exercisable.

            (b)  A CSAR may be granted to the Grantee for no more than the
                 number of shares subject to the simultaneously or
                 previously granted Option to which it is coupled.

            (c)  A CSAR shall entitle the Grantee (or other person entitled
                 to exercise the Option pursuant to this Plan) to surrender
                 to the Company unexercised a portion of the Option to
                 which the CSAR relates (to the extent then exercisable
                 pursuant to its terms) and to receive from the Company in
                 exchange therefor an amount determined by multiplying the
                 difference obtained by subtracting the Option exercise
                 price from the Fair Market Value of a share of Common
                 Stock on the date of exercise of the CSAR by the number of
                 shares of Common Stock with respect to which the CSAR
                 shall have been exercised, subject to any limitations the
                 Committee may impose. 

     8.3    INDEPENDENT STOCK APPRECIATION RIGHTS.

            (a)  An Independent Stock Appreciation Right ("ISAR") shall be
                 unrelated to any Option and shall have a term set by the
                 Committee. An ISAR shall be exercisable in such
                 installments as the Committee may determine. An ISAR shall
                 cover such number of shares of Common Stock as the
                 Committee may determine; PROVIDED, HOWEVER, that no ISAR
                 granted to a person subject to Section 16 of the Exchange
                 Act shall be exercisable until at least six months have
                 elapsed from (but excluding) the date on which the Option
                 was granted. The exercise price per share of Common Stock
                 subject to each ISAR shall be set by the Committee. An
                 ISAR is exercisable only while the Grantee is an Employee
                 or consultant; provided that the Committee may determine
                 that the ISAR may be exercised subsequent to Termination
                 of Employment or Termination of Consultancy without cause,
                 or following a change in control of the Company, or
                 because of the Grantee's retirement, death or disability,
                 or otherwise. 

            (b)  An ISAR shall entitle the Grantee (or other person
                 entitled to exercise the ISAR pursuant to this Plan) to
                 exercise all or a specified portion of the ISAR (to the
                 extent then exercisable pursuant to its terms) and to
                 receive from the Company an amount determined by
                 multiplying the difference obtained by subtracting the
                 exercise price per share of the ISAR from the Fair Market
     <PAGE>
                 Value of a share of Common Stock on the date of exercise
                 of the ISAR by the number of shares of Common Stock with
                 respect to which the ISAR shall have been exercised,
                 subject to any limitations the Committee may impose. 

     8.4    PAYMENT AND LIMITATIONS ON EXERCISE.

            (a)  Payment of the amount determined under Section 8.2(c) and
                 8.3(b) above shall be in cash, in Common Stock (based on
                 its Fair Market Value as of the date the Stock
                 Appreciation Right is exercised) or a combination of both,
                 as determined by the Committee. To the extent such payment
                 is effected in Common Stock it shall be made subject to
                 satisfaction of all provisions of Section 5.4 hereinabove
                 pertaining to Options.

            (b)  Grantees of Stock Appreciation Rights who are subject to
                 Section 16 of the Exchange Act may, in the discretion of
                 the Board or Committee, be required to comply with any
                 timing or other restrictions under Rule 16b-3 applicable
                 to the settlement or exercise of a Stock Appreciation
                 Right.

     8.5    CONSIDERATION.  In consideration of the granting of a Stock
            Appreciation Right, the Grantee shall agree, in the written
            Stock Appreciation Right Agreement, to remain in the employ of,
            or to consult for, the Company or any Subsidiary for a period
            of at least one year after the Stock Appreciation Right is
            granted. Nothing in this Plan or in any Stock Appreciation
            Right Agreement hereunder shall confer on any Grantee any right
            to continue in the employ of, or as a consultant for, the
            Company or any Subsidiary or shall interfere with or restrict
            in any way the rights of the Company and any Subsidiary, which
            are hereby expressly reserved, to discharge any Grantee at any
            time for any reason whatsoever, with or without good cause.

                                   ARTICLE IX
                                 ADMINISTRATION

     9.1    COMPENSATION COMMITTEE.  The Compensation Committee (or a
            subcommittee of the Board assuming the functions of the
            Committee under this Plan) shall consist of two or more
            Independent Directors appointed by and holding office at the
            pleasure of the Board, each of whom is both a "disinterested
            person" as defined by Rule 16b-3 and an "outside director" for
            purposes of Section 162(m) of the Code. Appointment of
            Committee members shall be effective upon acceptance of
            appointment. Committee members may resign at any time by
            delivering written notice to the Board. Vacancies in the
            Committee may be filled by the Board.  9.2  DUTIES AND POWERS
            OF COMMITTEE.  It shall be the duty of the Committee to conduct
            the general administration of this Plan in accordance with its
     <PAGE>
            provisions. The Committee shall have the power to interpret
            this Plan and the agreements pursuant to which Options, awards
            of Restricted Stock or Deferred Stock, Performance Awards,
            Stock Appreciation Rights, Dividend Equivalents or Stock
            Payments are granted or awarded, and to adopt such rules for
            the administration, interpretation, and application of this
            Plan as are consistent therewith and to interpret, amend or
            revoke any such rules. Notwithstanding the foregoing, the full
            Board, acting by a majority of its members in office, shall
            conduct the general administration of the Plan with respect to
            Options granted to Independent Directors. Any such grant or
            award under this Plan need not be the same with respect to each
            Optionee, Grantee or Restricted Stockholder. Any such
            interpretations and rules with respect to Incentive Stock
            Options shall be consistent with the provisions of Section 422
            of the Code. In its absolute discretion, the Board may at any
            time and from time to time exercise any and all rights and
            duties of the Committee under this Plan except with respect to
            matters which under Rule 16b-3 or Section 162(m) of the Code,
            or any regulations or rules issued thereunder, are required to
            be determined in the sole discretion of the Committee.

     9.3    MAJORITY RULE.  The Committee shall act by a majority of its
            members in attendance at a meeting at which a quorum is present
            or by a memorandum or other written instrument signed by all
            members of the Committee.

     9.4    COMPENSATION: PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS. 
            Members of the Committee shall receive such compensation for
            their services as members as may be determined by the Board.
            All expenses and liabilities which members of the Committee
            incur in connection with the administration of this Plan shall
            be borne by the Company. The Committee may, with the approval
            of the Board, employ attorneys, consultants, accountants,
            appraisers, brokers, or other persons. The Committee, the
            Company and the Company's officers and Directors shall be
            entitled to rely upon the advice, opinions or valuations of any
            such persons. All actions taken and all interpretations and
            determinations made by the Committee in good faith shall be
            final and binding upon all Optionees. Grantees, Restricted
            Stockholders, the Company and all other interested persons. No
            members of the Committee or Board shall be personally liable
            for any action, determination or interpretation made in good
            faith with respect to this Plan, Options, awards of Restricted
            Stock or Deferred Stock, Performance Awards, Stock Appreciation
            Rights, Dividend Equivalents or Stock Payments, and all members
            of the Committee shall be fully protected by the Company in
            respect of any such action, determination or interpretation.
     <PAGE>
                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

     10.1   NOT TRANSFERABLE.  Options, Restricted Stock awards, Deferred
            Stock awards, Performance Awards, Stock Appreciation Rights,
            Dividend Equivalents or Stock Payments under this Plan may not
            be sold, pledged, assigned, or transferred in any manner other
            than by will or the laws of descent and distribution, unless
            and until such rights or awards have been exercised, or the
            shares underlying such rights or awards have been issued, and
            all restrictions applicable to such shares have lapsed. No
            Option,A-13 Restricted Stock award, Deferred Stock award,
            Performance Award, Stock Appreciation Right, Dividend
            Equivalent or Stock Payment or interest or right therein shall
            be liable for the debts, contracts or engagements of the
            Optionee, Grantee or Restricted Stockholder or his successors
            in interest or shall be subject to disposition by transfer,
            alienation, anticipation, pledge, encumbrance, assignment or
            any other means whether such disposition be voluntary or
            involuntary or by operation of law by judgment, levy,
            attachment, garnishment or any other legal or equitable
            proceedings (including bankruptcy), and any attempted
            disposition thereof shall be null and void and of no effect.

            During the lifetime of the Optionee or Grantee, only he may
            exercise an Option or other right or award (or any portion
            thereof) granted to him under the Plan. After the death of the
            Optionee or Grantee, any exercisable portion of an Option or
            other right or award may, prior to the time when such portion
            becomes unexercisable under the Plan or the applicable Stock
            Option Agreement or other agreement, be exercised by his
            personal representative or by any person empowered to do so
            under the deceased Optionee's or Grantee's will or under the
            then applicable laws of descent and distribution.

     10.2   AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN.  This Plan
            may be wholly or partially amended or otherwise modified,
            suspended or terminated at any time or from time to time by the
            Committee. However, without approval of the Company's
            stockholders given within twelve months before or after the
            action by the Committee, no action of the Committee may, except
            as provided in Section 10.3, increase the limits imposed in
            Section 2.1 on the maximum number of shares which may be issued
            under this Plan or modify the Award Limit, and no action of the
            Committee may be taken that would otherwise require stockholder
            approval as a matter of applicable law, regulation or rule.
            Notwithstanding the foregoing, the provisions of this Plan
            relating to formula Option grants to Independent Directors,
            including the amount, price and timing thereof, shall not be
            amended more than once in any six-month period other than to
            comport with changes, in the Code, the Employee Retirement
     <PAGE>
            Income Security Act, or the respective rules thereunder. No
            amendment, suspension or termination of this Plan shall,
            without the consent of the holder of Options, Restricted Stock
            awards, Deferred Stock awards, Performance Awards, Stock
            Appreciation Rights, Dividend Equivalents or Stock Payments,
            alter or impair any rights or obligations under any Options,
            Restricted Stock awards, Deferred Stock awards, Performance
            Awards, Stock Appreciation Rights, Dividend Equivalents or
            Stock Payments theretofore granted or awarded, unless the award
            itself otherwise expressly so provides. No Options, Restricted
            Stock, Deferred Stock, Performance Awards, Stock Appreciation
            Rights, Dividend Equivalents or Stock Payments may be granted
            or awarded during any period of suspension or after termination
            of this Plan, and in no event may any Incentive Stock Option be
            granted under this Plan after the first to occur of the
            following events:

            (a)  The expiration of ten years from the date the Plan is
                 adopted by the Board; or

            (b)  The expiration of ten years from the date the Plan is
                 approved by the Company's stockholders under Section 10.5.

     10.3   CHANGES IN COMMON STOCK OR ASSETS OF THE COMPANY.  In the event
            that the outstanding shares of Common Stock are hereafter
            changed into or exchanged for cash or 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
            splitup, stock dividend, or combination of shares, appropriate
            adjustments shall be made by the Committee in the number and
            kind of shares for which Options, Restricted Stock awards,
            Performance Awards, Stock Appreciation Rights, Dividend
            Equivalents, Deferred Stock awards or Stock Payments may be
            granted, including adjustments of the limitations in Section
            2.1 on the maximum number and kind of shares which may be
            issued and of the Award limit described in Section 1.2, and
            appropriate adjustments shall be made by the Board in the
            number and kind of shares for the purchase of which Options are
            granted to Independent Directors under Section 3.4(d).

            In the event of such a change or exchange, subject to the other
            provisions of this Plan, the Committee (or the Board, in the
            case of Options granted to Independent Directors) shall also
            make an appropriate and equitable adjustment in the number and
            kind of shares as to which all outstanding Options, Performance
            Awards, Stock Appreciation Rights, Dividend Equivalents or
            Stock Payments, or portions thereof then unexercised, shall be
            exercisable and in the number and kind of shares of outstanding
            Restricted Stock or Deferred Stock. Such adjustment shall be
            made with the intent that after the change or exchange of
            shares, each Optionee's and each Grantee's and each Restricted
     <PAGE>
            Stockholder's proportionate interest shall be maintained as
            before the occurrence of such event. Such adjustment in an
            outstanding Option, Performance Award, Stock Appreciation
            Right, Dividend Equivalent or Stock Payment may include a
            necessary or appropriate corresponding adjustment in Option,
            Performance Award, Stock Appreciation Right, Dividend
            Equivalent or Stock Payment exercise price, but shall be made
            without change in the total price applicable to the Option,
            Performance Award, Stock Appreciation Right, Dividend
            Equivalent or Stock Payment, or the unexercised portion thereof
            (except for any change in the aggregate price resulting from
            rounding-off of share quantities or prices).

            Where an adjustment of the type described above is made to an
            Incentive Stock Option under this Section, the adjustment will
            be made in a manner which will not be considered a
            "modification" under the provisions of subsection 424(h)(3) of
            the Code. 

            Notwithstanding the foregoing, in the event of such a
            reorganization, merger, consolidation, recapitalization,
            reclassification, stock splitup, stock dividend or combination,
            or other adjustment or event which results in shares of Common
            Stock being exchanged for or converted into cash, securities or
            other property, the Company will have the right to terminate
            this Plan as of the date of the exchange or conversion, in
            which case all options, rights and other awards under this Plan
            shall become the right to receive such cash, securities or
            other property, net of any applicable exercise price.

            In the event of a "spin-off" or other substantial distribution
            of assets of the Company which has a material diminutive effect
            upon the Fair Market Value of the Company's Common Stock, the
            Committee (or the Board, in the case of Options granted to
            Independent Directors) may in its discretion make an
            appropriate and equitable adjustment to the Option, Performance
            Award, Stock Appreciation Right, Dividend Equivalent or Stock
            Payment exercise price to reflect such diminution.

     10.4   MERGER OF THE COMPANY.  In the event of the merger or
            consolidation of the Company with or into another corporation,
            the exchange of all or substantially all of the assets of the
            Company for the securities of another corporation, the
            acquisition by another corporation or person of all or
            substantially all of the Company's assets or 80% or more of the
            Company's then outstanding voting stock or the liquidation or
            dissolution of the Company:

            (a)  At the discretion of the Committee (or the Board, in the
                 case of Options granted to Independent Directors), the
                 terms of an Option, Performance Award, Stock Appreciation
                 Right, Dividend Equivalent or Stock Payment may provide
                 that it cannot be exercised after such event.
     <PAGE>
            (b)  In its discretion, and on such terms and conditions as it
                 deems appropriate, the Committee (or the Board, in the
                 case of Options granted to Independent Directors) may
                 provide either by the terms of such Option, Performance
                 Award, Stock Appreciation Right, Dividend Equivalent or
                 Stock Payment or by a resolution adopted prior to the
                 occurrence of such event that, for a specified period of
                 time prior to such event, such Option, Performance Award,
                 Stock Appreciation Right, Dividend Equivalent or Stock
                 Payment shall be exercisable as to all shares covered
                 thereby, notwithstanding anything to the contrary in this
                 Plan or in the provisions of such Option, Performance
                 Award, Stock Appreciation Right, Dividend Equivalent or
                 Stock Payment.

            (c)  In its discretion, and on such terms and conditions as it
                 deems appropriate, the Committee (or the Board, in the
                 case of Options granted to Independent Directors) may
                 provide either by the terms of such Option, Performance
                 Award, Stock Appreciation Right, Dividend Equivalent or
                 Stock Payment or by a resolution adopted prior to the
                 occurrence of such event that upon such event, such
                 Option, Performance Award, Stock Appreciation Right,
                 Dividend Equivalent or Stock Payment shall be assumed by
                 the successor corporation, or a parent or subsidiary
                 thereof, or shall be substituted for by similar options,
                 rights or awards covering the stock of the successor
                 corporation, or a parent or subsidiary thereof, with
                 appropriate adjustments as to the number and kind of
                 shares and prices. 

            (d)  In its discretion, and on such terms and conditions as it
                 deems appropriate, the Committee may provide either by the
                 terms of a Restricted Stock award or Deferred Stock award
                 or by a resolution adopted prior to the occurrence of such
                 event that, for a specified period of time prior to such
                 event, the restrictions imposed under a Restricted Stock
                 Agreement or a Deferred Stock Agreement upon some or all
                 shares of Restricted Stock or Deferred Stock may be
                 terminated, and, in the case of Restricted Stock, some or
                 all shares of such Restricted Stock may cease to be
                 subject to repurchase under Section 6.6 after such event.

            (e)  None of the foregoing discretionary terms of this Section
                 10.4 shall be permitted with respect to Options granted
                 under Section 3.4(d) to Independent Directors to the
                 extent that such discretion would be inconsistent with the
                 requirements of Rule 16b-3.
     <PAGE>
     10.5   APPROVAL OF PLAN BY STOCKHOLDERS.  This Plan will be submitted
            for the approval of the Company's stockholders within twelve
            months after the date of the Board's initial adoption of this
            Plan, Options, Performance Awards, Stock Appreciation Rights,
            Dividend Equivalents or Stock Payments may be granted and
            Restricted Stock or Deferred Stock may be awarded prior to such
            stockholder approval, provided that such Options, Performance
            Awards, Stock Appreciation Rights, Dividend Equivalents or
            Stock Payments shall not be exercisable and such Restricted
            Stock or Deferred Stock shall not vest prior to the time when
            this Plan is approved by the stockholders, and provided further
            that if such approval has not been obtained at the end of said
            twelve-month period, all Options, Performance Awards, Stock
            Appreciation Rights, Dividend Equivalents or Stock Payments
            previously granted and all Restricted Stock or Deferred Stock
            previously awarded under this Plan shall thereupon be cancelled
            and become null and void.

     10.6   TAX WITHHOLDING.  The Company shall be entitled to require
            payment in cash or deduction from other compensation payable to
            each Optionee, Grantee or Restricted Stockholder of any sums
            required by federal, state or local tax law to be withheld with
            respect to the issuance, vesting or exercise of any Option,
            Restricted Stock, Deferred Stock, Performance Award, Stock
            Appreciation Right, Dividend Equivalent or Stock Payment.
            Subject to the timing requirements of Section 5.3, the
            Committee (or the Board, in the case of Options granted to
            Independent Directors) may in its discretion and in
            satisfaction of the foregoing requirement allow such Optionee,
            Grantee or Restricted Stockholder to elect to have the Company
            withhold shares of Common Stock (or allow the return of shares
            of Common Stock) having a Fair Market Value equal to the sums
            required to be withheld.

     10.7   LOANS.  The Committee may, in its discretion, extend one or
            more loans to key Employees in connection with the exercise or
            receipt of an Option, Performance Award, Stock Appreciation
            Right, Dividend Equivalent or Stock Payment granted under this
            Plan, or the issuance of Restricted Stock or Deferred Stock
            awarded under this Plan. The terms and conditions of any such
            loan shall be set by the Committee.

     10.8   LIMITATIONS APPLICABLE TO SECTION 16 PERSONS AND PERFORMANCE-
            BASED COMPENSATION.  Notwithstanding any other provision of
            this Plan, any Option, Performance Award, Stock Appreciation
            Right, Dividend Equivalent or Stock Payment granted, or
            Restricted Stock or Deferred Stock awarded, to a key Employee
            or Director who is then subject to Section 16 of the Exchange
            Act, shall be subject to any additional limitations set forth
            in any applicable exemptive rule under Section 16 of the
            Exchange Act (including any amendment to Rule 16b-3 of the
            Exchange Act) that are requirements for the application of such
     <PAGE>
            exemptive rule, and this Plan shall be deemed amended to the
            extent necessary to conform to such limitations. Furthermore,
            notwithstanding any other provision of this Plan, any Option or
            Stock Appreciation Right intended to qualify as performance-
            based compensation as described in Section 162(m)(4)(C) of the
            Code shall be subject to any additional limitations set forth
            in Section 162(m) of the Code (including any amendment to
            Section 162(m) of the Code) or any regulations or rulings
            issued thereunder that are requirements for qualification as
            performance-based compensation as described in Section
            162(m)(4)(C) of the Code, and this Plan shall be deemed amended
            to the extent necessary to conform to such requirements.

     10.9   EFFECT OF PLAN UPON OPTIONS AND COMPENSATION PLANS.  The
            adoption of this Plan shall not affect any other compensation
            or incentive plans in effect for the Company or any Subsidiary.
            Nothing in this Plan shall be construed to limit the right of
            the Company (i) to establish any other forms of incentives or
            compensation for Employees, Directors or consultants of the
            Company or any Subsidiary or (ii) to grant or assume options or
            other rights otherwise than under this Plan in connection with
            any proper corporate purpose including but not by way of
            limitation, the grant or assumption of options in connection
            with the acquisition by purchase, lease, merger, consolidation
            or otherwise, of the business, stock or assets of any
            corporation, partnership, firm or association.  10.10 
            COMPLIANCE WITH LAWS.  This Plan, the granting and vesting of
            Options, Restricted Stock awards, Deferred Stock awards,
            Performance Awards, Stock Appreciation Rights, Dividend
            Equivalents or Stock Payments under this Plan and the issuance
            and delivery of shares of Common Stock and the payment of money
            under this Plan or under Options, Performance Awards, Stock
            Appreciation Rights, Dividend Equivalents or Stock Payments
            granted or Restricted Stock or Deferred Stock awarded hereunder
            are subject to compliance with all applicable federal and state
            laws, rules and regulations (including but not limited to state
            and federal securities law and federal margin requirements) and
            to such approvals by any listing, regulatory or governmental
            authority as may, in the opinion of counsel for the Company, be
            necessary or advisable in connection therewith. Any securities
            delivered under this Plan shall be subject to such
            restrictions, and the person acquiring such securities shall,
            if requested by the Company, provide such assurances and
            representations to the Company as the Company may deem
            necessary or desirable to assure compliance with all applicable
            legal requirements. To the extent permitted by applicable law,
            the Plan, Options, Restricted Stock awards, Deferred Stock
            awards, Performance Awards, Stock Appreciation Rights, Dividend
            Equivalents or Stock Payments granted or awarded hereunder
            shall be deemed amended to the extent necessary to conform to
            such laws, rules and regulations.
     <PAGE>
     10.11  TITLES.  Titles are provided herein for convenience only and
            are not to serve as a basis for interpretation or construction
            of this Plan.  10.12  GOVERNING LAW.  This Plan and any
            agreements hereunder shall be administered, interpreted and
            enforced under the internal laws of the State of Delaware
            without regard to conflicts of laws thereof.

     10.12  GOVERNING LAW.  This Plan and any agreements hereunder shall be
            administered, interpreted and enforced under the internal laws
            of the State of Delaware without regard to conflicts of laws
            thereof.
<PAGE>