EXHIBIT 10(h)

                           AMENDED AND RESTATED
                 1991 LONG TERM PERFORMANCE INCENTIVE PLAN
                               OF TM CENTURY


       In 1991 TM  Century, Inc. (the  "Company") adopted  the 1991  Long
  Term Performance Incentive  Plan of TM  Century, Inc.  (the "Plan")  to
  advance and promote the interest of  the Company and its employees  and
  stockholders by encouraging the acquisition of its Common Stock by  key
  employees and  individuals who  perform  significant services  for  the
  benefit of the Company.

       One Million  Five Hundred  Thousand (1,500,000)  shares of  Common
  Stock were originally reserved for issuance under the Plan.  In  March,
  1992, the Company effected a one for eight reverse stock split, and, as
  a result, the number of shares reserved for issuance under the Plan was
  reduced to 187,000.

       Options to  purchase all  of the  shares originally  reserved  for
  issuance under the Plan were granted, and in 1993 Section 1 of the Plan
  was amended to provide that there were 250,000 shares of the  Company's
  Common Stock reserved for issuance under the Plan.

       In May 1999 Section 1.2(e) of  the Plan was amended to revise  the
  definition of "employee" to include consultants to the Company.

       In July  1999 the  Board of  Directors  determined that  the  Plan
  should be amended in order to accommodate the granting of options to  a
  larger number of employees.  The amendment provides for increasing  the
  number of  shares that  can be  issued under  the Plan  to 350,000  and
  provides for a different vesting  schedule for certain options  granted
  to employees.

       All  of  the  amendments  adopted  prior  to  July  1999  and  the
  amendments adopted in July 1999 are  set forth below in this  Amendment
  and Restatement of the Plan.

                         SECTION 1.  Introduction

  .1   Purpose

       The purpose of the 1991 Long Term Performance Incentive Plan of TM
  Century, Inc. (the "Plan") is to advance and promote the interest of TM
  Century, Inc. (the  "Company") and  its employees  and stockholders  by
  encouraging the acquisition of  its Common Stock  by key employees  and
  individuals who perform  significant services  for the  benefit of  the
  Company.  Accordingly, the  Plan is intended as  a means of  attracting
  and retaining  outstanding  employees  and  also  to  promote  a  close
  commonality of interest between employees and stockholders.

       Three Hundred Fifty Thousand (350,000) shares of Common Stock  are
  reserved for issuance under the Plan.
<PAGE>
  .2   Definitions

       The following terms shall have the meanings set forth below:
          (a)  Code.  The Internal Revenue Code of 1986, as amended.

          (b)  Committee.    Compensation   Committee  of  the  Board  of
       Directors of the  Company or  any successor  thereof, which  shall
       consist of two or more persons.

          (c)  Common  Stock.   The  Common  Stock  of TM  Century, Inc.,
       $0.01 par value per share.

          (d)  Disability.  Complete and permanent disability as  defined
       in Section 22(e)(3) of the Code.

          (e)  Employee.   Any of the officers, employees or  consultants
       of the Company or any Subsidiary including directors and  officers
       who are members of the Board of Directors of the Company.

          (f)  Fair  Market Value.   Fair Market Value  shall mean,  with
       respect to  a share  of the  Common Stock,  (i) if traded  on  the
       National Association  of  Securities Dealers,  Inc.  (the  "NASD")
       National Market  System ("NMS"),  the last  price  of a  share  of
       Common Stock on the last trading  day on any relevant date or,  if
       there is no trading on such date, the immediately preceding  date,
       as published in the  NASDAQ National Market  Issues report in  the
       Southwestern Edition of the Wall Street Journal, (ii) if listed on
       a national securities exchange  (an "exchange"), the mean  between
       the highest price and the lowest  price at which the Common  Stock
       shall  have  been  sold  "regular  way"  on  an  exchange  on  the
       applicable date or, if  there are no sales  on said date, then  on
       the next preceding date on which there were sales of Common Stock,
       (iii) if the Common Stock is not traded on the NMS or listed on an
       exchange, the mean between the bid and asked prices last  reported
       by the  NASD for  the over-the-counter  market on  the  applicable
       date, or, if no  bid and asked prices  are reported on said  date,
       then  on  the  next  preceding  date  on  which  there  were  such
       quotations, or (iv) if the Common Stock  is not traded on the  NMS
       or listed on an exchange and  quotations for the Common Stock  are
       not reported by the NASD, the fair market value determined by  the
       Committee.

          (g)  Grantee.   Any individual (including  an Employee) who  in
       the  opinion  of  the  Board  of  Directors  performs  significant
       services for the  benefit of  the Company  and who  is granted  an
       Option under the Plan.

          (h)  Incentive  Stock Option.   A stock option  granted by  the
       Committee to a Grantee (who is  an Employee) under the Plan  which
       is designated by the Committee as an Incentive Stock Option and is
       intended to qualify as an Incentive Stock Option under Section 422
       of the Code.

          (i)  Nonqualified Stock Option.  A stock option granted by  the
       Committee to a Grantee under the Plan, which is not designated  by
       the Committee as an Incentive Stock Option.

          (j)  Option.   An Incentive Stock Option or Nonqualified  Stock
       Option granted by the Committee to a Grantee under the Plan.
<PAGE>
                        SECTION 2.  Stock Options

  .1   Grant of Options

     (a)  The Committee may grant Options to Grantee for the purchase  of
  shares of Common Stock.

     (b)  Stock  Options granted under the Plan  may be exercised in  any
  order, regardless  of  the  date  of grant  or  the  existence  of  any
  outstanding Option except as otherwise provided herein.

  .2   Employee Incentive Options.

     (a)  In  order to provide for broader  participation in the Plan  by
  the Company's Employees,  Employees designated by  the Committee  shall
  receive Incentive Stock Options that shall  be exercisable on the  date
  such Options are granted.

     (b)  It  is the  intention of the  Board of  Directors that  options
  shall  be  granted  to  Employees  in  accordance  with  the  following
  schedule; provided, however, no Employee  shall be entitled to  receive
  any options pursuant to this section until selected by the Committee:

                  Length of                 Number
                  Employment              of Options

                    6 months               1,000
                    3 years                  500
                    5 years                  500

  .3   Incentive Stock Option

     (a)  Each  Incentive Stock Option  shall become  exercisable by  the
  Grantee in accordance with the following schedule, except as  otherwise
  provided herein:

       Completed Years                      Cumulative Percentage
       From Date of Grant                    of Shares Covered by
                                            Incentive Stock Option
                                            Which May Be Exercised

       On Date of the Grant .........                       20%
       1 but less than 2 years ......                 Up to 35%
       2 but less than 3 years ......                 Up to 50%
       3 but less than 4 years ......                 Up to 65%
       4 but less than 5 years ......                 Up to 80%
       5 years or more ..............                Up to 100%



     (b)  At or  prior to the time an Incentive Stock Option is  granted,
  the Committee shall fix the term of such option which shall be not more
  than ten years  from the date  of grant.   In the  event the  Committee
  takes no action  to fix the  term, such option  shall expire ten  years
  from the date of grant.
<PAGE>
     (c)  Anything  in  the  Plan  notwithstanding,  the  aggregate  Fair
  Market Value (determined as of the  time the Incentive Stock Option  is
  granted) of the shares of Common Stock with respect to which  Incentive
  Stock Options are exercisable for the first time by any Grantee  during
  any single calendar year (under the Plan and any other Incentive  Stock
  Option plans  of  the Company  and  its Subsidiaries  or  any  "parent"
  corporation, as defined in Section 425(e)  of the Code, of the  Company
  (a "parent corporation")) shall not exceed the sum of $100,000.

     (d)  Anything  in  the  Plan  notwithstanding,  an  Incentive  Stock
  Option shall  not be  granted to  any  Grantee who,  at the  time  such
  Incentive  Stock  Option  is  granted,  owns  (including   constructive
  ownership as described in Section 425(d)  of the Code) shares of  stock
  possessing more than  10% of  the total  combined voting  power of  all
  classes of stock of the company, a Subsidiary or a parent  corporation;
  provided, however, that  this restriction shall  not apply  if, at  the
  time such  Incentive  Stock  Option is  granted,  (i)   the  per  share
  exercise price of such Option is at least 110% of the Fair Market Value
  of  the  shares  of  Common  Stock  subject   to   such   Option    and
  (ii) such Option is by its terms  not exercisable after the  expiration
  of five years from the date of grant of such option.

     (e)  The  Grantee shall  give prompt notice  to the  Company of  any
  disposition of  Common Stock  acquired upon  exercise of  an  Incentive
  Stock Option (and  such information regarding  such disposition as  the
  Company may  reasonably  request)  if such  disposition  occurs  within
  either two years after the date of grant or one year of the receipt  of
  such Common Stock by the Grantee.

     (f)  The  purchase  price  per share  of  Common  Stock  under  each
  Incentive Stock Option shall be not  less than 100 percent of the  Fair
  Market Value per share  of such stock on  the date the Incentive  Stock
  Option is granted, except as modified by Section 2.5.

  .4  Nonqualified Stock Options

     (a)  Each  Nonqualified Stock Option,  unless otherwise  established
  by the Committee, shall become exercisable by the Grantee in accordance
  with the following Schedule:

            Completed Years             Cumulative Percentage
            From Date of Grant           of Shares Covered by
                                          Nonqualified Stock
                                         Options Which May be
                                              Exercised

            On Date of Grant .............       20%
            1 but less than 2 years ......    Up to 35%
            2 but less than 3 years ......    Up to 50%
            3 but less than 4 years ......    Up to 65%
            4 but less than 5 years ......    Up to 80%
            5 years or more ..............    Up to 100%

<PAGE>
     (b)  The  Committee shall fix  the term of  each Nonqualified  Stock
  Option which shall be not more than  ten years from the date of  grant.
  In the event no term is  fixed, such term shall  be ten years from  the
  date of grant.  The Committee may, from time to time, extend the Option
  Expiration Date of any  Nonqualified Stock Option  upon such terms  and
  conditions as the Committee shall determine; provided, however, that no
  such extension or extensions shall extend the Nonqualified Stock Option
  for an aggregate period in excess of  three years from the date of  the
  original Option Expiration Date of  such Nonqualified Stock Option  and
  no such Nonqualified Stock Option shall  be extended within six  months
  after the date on  which the Nonqualified  Stock Option was  originally
  granted or within  six months prior  to the Option  Expiration Date  of
  such Nonqualified Stock Option as the same may have been extended.

     (c)  The Committee may grant to one or more holders of  Nonqualified
  Stock Options,  in  exchange  for their  voluntary  surrender  and  the
  cancellation of  such  Options,  new Options  having  different  Option
  prices than the Option  prices provided in  the Options so  surrendered
  and canceled  and containing  such other  terms and  conditions as  the
  Committee may deem appropriate.

     (d) The  exercise  price  per share  of  Common  Stock  under  each
  Nonqualified Stock Option shall be determined  by the Committee in  its
  sole discretion.

  .5   Grants to Members of the Committee.

     (a)  Members of the Committee who are outside directors (i.e.  those
  directors who are not employees  of or  full  time consultants  to  the
  Company) shall receive 20,000 Nonqualified Stock Options on the  second
  Tuesday in  December of  each  year for  five  (5) years  beginning  in
  December, 1991, and such options shall become exercisable in accordance
  with the following schedule:

            Completed Years             Cumulative Percentage
            From Date of Grant           of Shares Covered by
                                          Nonqualified Stock
                                         Options Which May be
                                              Exercised

            Less than 1 year .............       20%
            1 but less than 2 years ......       50%
            2 years or more ..............       100%

     (b)  The term of each Nonqualified Stock Option granted to a  member
  of the Committee shall be ten years.

     (c)  The exercise  price per share of Common Stock purchasable  upon
  exercise of the Nonqualified  Stock Options granted  to the members  of
  the Committee shall be $0.15 per share.

     (d)  The  provisions of  this  Section 2.5 may  not be  modified  or
  amended more than once every six (6) months other than to comport  with
  changes in the  Code.  Except  for options granted  under this  Section
  2.5, members of the Committee shall not be eligible to receive  options
  under the Plan.
<PAGE>
  .6   Payment for Common Stock.

     (a)  Payment for shares of Common Stock purchased upon the  exercise
  of an Option shall be made in cash, in shares of Common Stock valued at
  the then Fair  Market Value thereof,  or by a  combination of cash  and
  shares of Common Stock.

     (b)  The  Company  may  extend and  maintain,  or  arrange  for  the
  extension and maintenance  of, financing  to any  Grantee (including  a
  Grantee who is a director of  the Company) to purchase shares  pursuant
  to exercise  of an  Option on  such terms  as may  be approved  by  the
  Committee in  its  sole  discretion.   In  considering  the  terms  for
  extension or maintenance of credit by the Company, the Committee shall,
  among other factors, consider the cost to the Company of any  financing
  extended by the Company.

     (c)  The  proceeds received by the Company  from the sale of  shares
  of Common Stock pursuant to the Plan will be used for general corporate
  purposes.

          SECTION 3.  Provisions Relating to Plan Participation

  .1  Plan Conditions.

     (a)  Each Grantee to whom an Option is granted under the Plan  shall
  be required to enter into an incentive Plan Agreement with the  Company
  in a  form provided  by the  Committee, including  provisions that  the
  Grantee shall abide  by all the  terms and conditions  of the Plan  and
  such other terms  and conditions as  may be imposed  by the  Committee.
  Options may contain  such terms and  conditions, not inconsistent  with
  the Plan, as shall be determined from time to time by the Committee.

     (b)  The Plan shall not create any employment rights in any  Grantee
  and the Company shall have no liability for terminating the  employment
  of a Grantee  before the  exercise  date of any Option.

 .2  Transferability

     (a)  Options are not transferable other than by will or by the  laws
  of descent and distribution.   No transfer  by will or  by the laws  of
  descent and distribution shall be effective to bind the Company  unless
  the Committee shall  have been furnished  with a copy  of the  deceased
  Grantee's will  or  such  other evidence  as  the  Committee  may  deem
  necessary to establish the validity of the transfer.

     (b)  Only  the  Grantee or  his  guardian (if  the  Grantee  becomes
  Disabled), or in the  event of his death,  his legal representative  or
  beneficiary, may exercise  Options or otherwise  exercise rights  under
  the Plan.

  .3  Rights as a Stockholder

       A Grantee of an Option or a transferee of such Grantee shall  have
  no rights as a stockholder with  respect to any shares of Common  Stock
  until the issuance of a stock  certificate for such shares.  Except  as
  otherwise provided  in Section  3.5, no  adjustment shall  be made  for
  dividends (ordinary or extraordinary,  whether in cash, securities,  or
  other property) or distributions or other  rights for which the  record
  date is prior to the date such stock certificate is issued.
<PAGE>
  .4  Listing and Registration of Shares of Common Stock

       The Company, in its discretion,  may postpone the issuance  and/or
  delivery of shares of Common Stock upon any exercise of an Option until
  completion of such  stock exchange listing,  or registration, or  other
  qualification of such shares under any  state and/or federal law,  rule
  or regulation as the Company may consider appropriate, and may  require
  any Grantee to make such  representations and furnish such  information
  as it  may consider  appropriate in  connection  with the  issuance  or
  delivery of the shares  in compliance with  applicable laws, rules  and
  regulations.

  .5  Change in Stock Ownership

     (a)  In  the event the  outstanding shares of  the Common Stock,  as
  constituted from time to time, shall be changed as a result of a change
  in  capitalization   of  the   Company,   a  combination,   merger   or
  reorganization of the Company into or with any other corporation, or in
  the event of the sale of all or substantially all assets, or any  other
  transaction with similar  effects (a "Transaction"),  then each  Option
  outstanding on  the date  of any  such Transaction  shall vest  in  its
  Grantee immediately, and may  be exchanged for the  number and kind  of
  shares of  Common Stock  or other  securities, property,  or cash  into
  which each outstanding share  of Common Stock shall  be changed or  for
  which each such share  shall be exchanged, and  the Committee may  make
  other equitable adjustments which it deems to be warranted.

     (b)  In the event of any change in applicable laws or any change  in
  circumstances which results in or would  result in any dilution of  the
  rights granted under  the Plan, or  which otherwise warrants  equitable
  adjustment because it  interferes with  the intended  operation of  the
  Plan, then, if the Committee shall,  in its sole discretion,  determine
  that such change equitably requires an adjustment in the number or kind
  of shares of stock  or other securities  or other property  theretofore
  subject, or which may become subject, to issuance or transfer under the
  Plan or  in  the terms  and  conditions of  outstanding  Options,  such
  adjustment shall be made  in accordance with  such determination.   Any
  adjustment of an Incentive Stock Option  under this paragraph shall  be
  made only to the  extent not constituting  a "modification" within  the
  meaning  of  Section  425(h)(3)  of the  Code.    The  Committee  shall
  given notice to each Grantee, and upon notice such adjustment shall  be
  effective and binding for all purposes of the Plan.

     (c)  In  the event (i) the number  of shares of  Common Stock to  be
  delivered upon the  exercise in full  of any Option  granted under  the
  Plan is reduced  for any reason  or (ii) any Option  granted under  the
  Plan can no longer under any circumstances be exercised, the number  of
  shares no longer subject to such Option shall thereupon be released and
  shall thereafter be available for new Option grants under the Plan.

  .6  Termination of Employment and Death

     (a)  If  an  Employee's  employment is  terminated  for  any  reason
  whatsoever, any Option granted pursuant to the Plan outstanding at  the
  time and all  rights thereunder shall  wholly and completely  terminate
  except for (b) and (c) below.  The determination of termination of  any
  Option grant to  a Grantee other  than an Employee  prior to the  grant
  designated expiration date is at the sole discretion of the Committee.
<PAGE>
     (b)  Upon the normal Retirement of an Employee:

          (i)  any  nonvested  portion of  any outstanding  Option  grant
       shall be canceled and no further vesting will occur; and

          (ii)  any portion of an Option grant which vested on or  before
       the normal Retirement date shall expire on the earlier of:

                 (a)  the Option Expiration Date, or

                 (b)  the expiration  of  three  years  from  the  normal
                      Retirement date, or

                 (c)  one year from the date of death of a retiree in the
                      event of death after normal Retirement.

     (c)  Upon  termination  of  employment  as  a  result  of  death  or
  Disability:

          (i)  all    outstanding   grants   of   Options   shall    vest
       notwithstanding the original vesting schedule; and,

          (ii)  any  vested Option  (including those  vested pursuant  to
       3.6(c)(i))  shall  expire  upon  the  earlier  of  a) the   Option
       Expiration Date or b) the first anniversary of such termination.

     (d)  Anything  to the contrary herein  notwithstanding, in no  event
  shall an Incentive Stock  Option terminate later  than ten years  after
  the date of grant.

                        SECTION 4.  Administration

  .1  Effective Date and Grant Period

       The Plan shall become effective and  shall be deemed to have  been
  adopted on December 3, 1991;  provided, however, the provisions  hereof
  relating to Incentive  Stock Options shall  not become effective  until
  the Plan shall have been approved  by holders of at least the  majority
  of the outstanding Common Stock.   No options may be granted under  the
  Plan after ten (10) years from the Effective Date.

  .2  Committee Authority

     (a)  In  addition  to  other  authority  granted to the Committee in
  the  Plan,  the  Committee  shall  prescribe  such  forms and make such
  rules as  it deems necessary for the proper administration of the  Plan,
  shall correct  any  defect,  supply  any  omission  and  reconcile  any
  inconsistency in the Plan  or in any  Option in the  manner and to  the
  extent the Committee deems desirable to  carry the Plan or Option  into
  effect.

     (b)  The  Committee  may interpret  or  construe the  Plan  and  any
  Option granted, and any  interpretation or construction  made by it  in
  good faith shall be conclusive on the Company, its Subsidiaries,  their
  successors and assigns, the  Company stockholders, the participants  in
  the Plan and their transferees, and other employees of the Company  and
  its Subsidiaries.
<PAGE>
     (c)  The Committee  shall have the authority to advance the date  on
  which an  Option  shall become  exercisable  by the  Grantee  provided,
  however, that no Option shall be sold by an officer or director of  the
  Company until the expiration of six months from the date of grant.

       The Committee shall designate a  chairman from among its  members,
  who shall  preside  at all  of  its  meetings, and  shall  designate  a
  secretary, without regard  to whether that  person is a  member of  the
  Committee, who  shall  keep the  minutes  of the  proceedings  and  all
  records, documents, and  data pertaining to  its administration of  the
  Plan.  Meetings  shall be held  at such times  and places  as shall  be
  determined by  the  Committee.   The  Committee  may  take  any  action
  otherwise proper under the Plan by the affirmative vote, taken with  or
  without a meeting, of all of its members.  No members of the  Committee
  shall be liable  for any act  or omission of  any other  member of  the
  Committee or for any  act or omission on  his own part, including,  but
  not limited to, the  exercise of any power  of discretion given to  him
  under the Plan, except  if resulting from his  own gross negligence  or
  willful misconduct.

  .3  Withholding Taxes.

     (a)  Whenever shares  of Common Stock are to be issued or  delivered
  pursuant to the  Plan, the Company  shall have the  right, in its  sole
  discretion, to either (i) require the Grantee  to remit to the  Company
  or (iii) withhold from any salary, wages or other compensation  payable
  by the Company to the Grantee, an amount sufficient to satisfy federal,
  state, and local withholding tax requirements prior to the delivery  of
  any certificate or certificates for such shares.

     (b)  With  respect to shares received by  a Grantee pursuant to  the
  exercise of an Incentive Stock Option, if such Grantee disposes of  any
  such shares within two years from the  date of grant of such option  or
  within one year after the transfer  of such shares to the Grantee,  the
  Company shall have  the right  to withhold  from any  salary, wages  or
  other compensation  payable by  the Company  to the  Grantee an  amount
  sufficient  to  satisfy  federal,  state  and  local  withholding   tax
  requirements attributable to such disposition.

  .4  No Guarantee of Tax Consequences

       Neither the  Company nor  the Committee  makes any  commitment  or
  guarantee that any  federal or  state tax  treatment will  apply or  be
  available to  any  person  participating  or  eligible  to  participate
  hereunder.

  .5  Severability

       In the  event  that any  provision  of  this Plan  shall  be  held
  illegal, invalid or unenforceable for any reason, such provision  shall
  be fully severable, but  shall not  affect the remaining provisions  of
  the Plan,  and the  Plan shall  be  construed and  enforced as  if  the
  illegal, invalid, or  unenforceable provision had  never been  included
  herein.
<PAGE>
  .6  Gender, Tense and Headings.

       Whenever the context requires such, words of the masculine  gender
  used herein shall include  the feminine and neuter,  and words used  in
  the singular shall include the plural.  Section headings as used herein
  are inserted solely  for convenience  and reference  and constitute  no
  part of the Plan.

  .7  Amendment and Termination.

     (a)  The  Plan  may  be  amended  or  terminated  by  the  Board  of
  Directors of the Company by the  affirmative vote of a majority of  the
  directors in office.  The Plan, however, shall not be amended,  without
  prior approval of the shareholders, to  alter any feature of  Incentive
  Stock Options as to which federal law requires shareholder approval  as
  a condition for incentive stock option treatment.

     (b)  No  amendment  or termination  of  the Plan  shall  impair  any
  rights which have accrued under the Plan.

     (c)  The Plan shall be construed in accordance with the laws of  the
  State of  Delaware,  except  as  superseded  by  federal  law,  and  in
  accordance with applicable  provisions of the  Code and regulations  or
  other authority  issued  thereunder  by  the  appropriate  governmental
  authority.