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                                                                    EXHIBIT 10.4

                                 SYNTELLECT INC.
                            LONG-TERM INCENTIVE PLAN
                           (AS AMENDED AUGUST 8, 1996)

                                    ARTICLE I

                                     PURPOSE

         I.I. General. The purpose of the Syntellect Inc. Long-Term Incentive
Plan (the "Plan") is to promote the success, and enhance the value, of
Syntellect Inc. (the "Company") by linking the personal interests of its
employees, consultants and advisors to those of Company shareholders and by
providing its employees, consultants and advisors with an incentive for
outstanding performance. The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of
employees, consultants and advisors upon whose judgment, interest, and special
effort the successful conduct of the Company's operation is largely dependent.
Accordingly, the Plan permits the grant of incentive awards from time to time to
selected employees, consultants and advisors of the Company and any Subsidiary.

                                    ARTICLE 2
                                 EFFECTIVE DATE

         2. 1. Effective Date. The Plan is effective as of February 1, 1995 (the
"Effective Date). Within one year after the Effective Date, the Plan shall be
submitted to the shareholders of the Company for their approval. The Plan will
be deemed to be approved by the shareholders if it receives the affirmative vote
of the holders of a majority of the shares of stock of the Company present, or
represented, and entitled to vote at a meeting duly held (or by the written
consent of the holders of a majority of the shares of stock of the Company
entitled to vote) in accordance with the applicable provisions of the Delaware
Corporation Law and the Company's Bylaws and Articles of Incorporation. Any
Awards granted under the Plan prior to shareholder approval are effective when
made (unless the Committee specifies otherwise at the time of grant), but no
Award may be exercised or settled and no restrictions relating to any Award may
lapse before shareholder approval. If the shareholders fail to approve the Plan,
any Award previously made shall be automatically canceled without any further
act.

                                    ARTICLE 3

                          DEFINITIONS AND CONSTRUCTION

         3. 1. Definitions. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or Phrase shall generally be given the meaning ascribed to it in this
Section or in Sections 1.1 or 2.1 unless a clearly different meaning is
required by the context. The following words and phrases shall have the
following meanings:

                  (a) "Award" means any Option, Stock Appreciation Right,
         Restricted Stock Award, Performance Share Award, Dividend Equivalent
         Award, or Other Stock-Based Award, or any other right or interest
         relating to Stock or cash, granted to a Participant under the Plan.

                  (b) "Award Agreement" means any written agreement, contract,
         or other instrument or document evidencing an Award.

                  (c) "Board" means the Board of Directors of the Company or a
         Committee thereof formed under Section 4, as the case may be.

                  (d) "Cause" means (except as otherwise provided in on Option
         Agreement) if the Board, in its reasonable and good faith discretion,
         determines that the employee, consultant or advisor (i) has developed
         or pursued interests substantially adverse to the Company, (ii)
         materially breached any employment, engagement or confidentiality
         agreement or otherwise failed to satisfactorily discharge his


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         or her duties, (iii) has not devoted all or substantially all of his or
         her business time, effort and attention to the affairs of the Company
         (or such lesser amount as has been agreed to in writing by the Company)
         (iv) is convicted of a felony involving moral turpitude, or (v) has
         engaged in activities or omissions that; are detrimental to the
         well-being of the Company.

         (e) "Change of Control" means and includes each of the following
(except as otherwise provided in an Option Agreement):

                  (1) there shall be consummated any consolidation or merger of
         the Company in which the Company is not the continuing or surviving
         entity, or pursuant to which Stock would be converted into cash,
         securities or other property, other than a merger of the Company in
         which the holders of the Company's Stock immediately prior to the
         merger have the same proportionate ownership of beneficial interest of
         common stock or other voting securities of the surviving entity
         immediately after the merger

                  (2) there shall be consummated any sale, lease, exchange or
         other transfer (in one transaction or a series of related transactions)
         of assets or earning power aggregating more than 40% of the assets or
         taming power of the Company and its subsidiaries (taken as a whole);

                  (3) the stockholders of the Company shall approve any plan or
         proposal for liquidation or dissolution of the Company;

                  (4) any person (as such term is used in Section 13(d) and
         14(d) (2) of the Exchange Act), other than any employee benefit plan of
         the Company or any subsidiary of the Company or any entity holding
         shares of capital stock of the Company for or pursuant to the terms of
         any such employee benefit plan in its role as an agent or trustee for
         such plan, shall become the beneficial owner (within the meaning of
         Rule l3d-3 under the Exchange Act) of 20% or more of the Company's
         outstanding Stock; or

                  (5) during any period of two consecutive years, individuals
         who at the beginning of such period shall fail to constitute a majority
         thereof, unless the election, or the nomination for election by the
         Company's stockholders, of each new director was approved by a vote of
         at least two-thirds of the directors then still in office who were
         directors at the beginning of the period.

         (f) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         (g) "Committee" means the committee of the Board described in Article
4.

         (h) "Disability" shall mean any illness or other physical or mental
condition of a Participant which renders the Participant incapable of performing
his customary and usual duties for the Company, or any medically determinable
illness or other physical or mental condition resulting from a bodily injury,
disease or mental disorder which in the judgment of the Committee is permanent
and continuous in nature. The Committee may require such medical or other
evidence as it deems necessary to judge the nature and permanency of the
Participant's condition.

         (g) "Dividend Equivalent" means a right granted to a Participant under
Article 11.

         (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         (k) "Fair Market Value" means with respect to Stock or any other
property, the fair market value of such Stock or other property as determined by
the Board in its discretion, under one of the following methods: (i) the average
of the closing bid and asked prices for the Stock as reported on any national
securities exchange on which the Stock is then listed (which shall include the
Nasdaq National Market System) for that date or, if no prices are so reported
for that date, such prices on the next preceding date for which closing bid and
asked prices were reported, or (ii) the price as determined by such methods or
procedures as may be established from time to time by the Board.

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              (l) "Incentive Stock Option" means an Option that is intended
         to meet the requirements of Section 422 of the Code or any successor
         provision thereto.

              (m) "Non-Qualified Stock Option" means an Option that is not
         intended to be an Incentive Stock Option.

              (n) "Option" means a right granted to a Participant under
         Article 7 of the Plan to purchase Stock at a specified price during
         specified time periods. An Option may be either in incentive Stock
         Option or a Non-Qualified Stock Option.

              (o) "Other Stock-Based Award" means a right, granted to a
         Participant under Article 12, that relates to or is valued by reference
         to Stock or other Awards relating to Stock.

              (p) "Participant" means a person who, as an employee of or
         consultant or advisor to the Company or any Subsidiary, has been
         granted an Award under the Plan. A "Participant" shall not include any
         Director of the Company or any Subsidiary who is not also an employee
         of or consultant to the Company or any Subsidiary.

              (q) "Performance Share" means a right granted to a Participant
         under Article 9, to receive cash, Stock or other Awards, the payment of
         which is contingent upon achieving certain performance goals
         established by the Committee.

              (r) "Plan" means the Syntellect Inc. Long-Term Incentive Plan,
         as amended from time to time.

              (s) "Restricted Stock Award" means Stock granted to a
         Participant under Article 10 that is subject to certain restrictions
         arid to risk of forfeiture.

              (t) "Stock" means the common stock of the Company and such
         other securities of the Company that may be substituted for Stock
         pursuant to Article 13.

              (u) "Stock Appreciation Right" or "SAR" means a right granted
         to a Participant under Article 8 to receive a payment equal to the
         difference between the Fair Market Value of a share of Stock as of the
         date of exercise of the SAR over the grant price of the SAR, all as
         determined pursuant to Article S.

              (v) "Subsidiary" means any corporation, domestic or foreign,
         of which a majority of the outstanding voting stock or voting power is
         beneficially owned directly or indirectly by the Company.

                                    ARTICLE 4

                                 ADMINISTRATION

         4.1. Board/Committee. The Plan shall be administered by the Board of
Directors or, to the extent required to comply with Rule 16b-3 promulgated under
the Exchange Act, a Committee that is appointed by, and serves at the discretion
of, the Board. Any Committee shall consist of at least two individuals who are
members of the Board and are "disinterested persons," as such term is defined in
Rule 16b-3 promulgated under Section 16 of the Exchange Act or any successor
provision, except as may be otherwise permitted under Section 16 of the Exchange
Act and the regulations and rules promulgated thereunder. For purposes of this
Plan the "Board" shall mean the Board of Directors or the Committee, as the case
may be.

         4.2. Action by the Board. A majority of the Board shall constitute a
quorum. The acts of a majority of the members present at any meeting at which a
quorum is present and acts approved in writing by a majority of the Board in
lieu of a meeting shall be deemed the acts of the Board. Each member of the
Board is entitled to, in good faith, rely or act upon any report or other
information furnished to that member by any officer or other employee of the
Company or any Subsidiary, the Company's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan.

         4.3. Authority of Board. The Board has the exclusive power, authority
and discretion to:

              (a) Designate Participants;

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              (b) Determine the type or types of Awards to be granted to each
         Participant;

              (c) Determine the number of Awards to be granted and the number of
         shares of Stock to which an Award will relate;

              (d) Determine the terms and conditions of any Award granted under
         the Plan including but not limited to, the exercise price, grant price,
         or purchase price, any restrictions or limitations on the Award, any
         schedule for lapse of forfeiture restrictions or restrictions on the
         exercisability of an Award, and accelerations or waivers thereof, based
         in each case on such considerations as the Board in its sole discretion
         determines;

              (e) Determine whether, to what extent, and under what
         circumstances an Award may be settled in, or the exercise price of an
         Award may be paid in, cash, Stock, other Awards, or other property, or
         an Award may be canceled, forfeited, or surrendered;

              (f) Prescribe the form of each Award Agreement, which need not be
         identical for each Participant;

              (g) Decide all other matters that must be determined in connection
         with an Award;

              (h) Establish, adopt or revise any rules and regulations as it may
         deem necessary or advisable to administer the Plan; and

              (i) Make all other decisions and determinations that may be
         required under the Plan or as the Board deems necessary or advisable to
         administer the Plan.

         4.4. Decisions Binding. The Board's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Board with respect to the Plan are final, binding, and
conclusive on all parties.

                                    ARTICLE 5

                           SHARES SUBJECT TO THE PLAN

         5. 1. Number of Shares. Subject to adjustment provided in Section 15.1,
the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Share
Award) shall be 1,500,000.

         5.2. Lapsed Awards. To the extent that an Award terminates, expires or
lapses for any reason, any shares of Stock subject to the Award will again be
available for the grant of an Award under the Plan and shares subject to SARs or
other Awards settled in cash will be available for the grant of an Award under
the Plan, in each case to the full extent available pursuant to the rules and
interpretations of the Securities and Exchange Commission under Section 16 of
the Exchange Act, if applicable.

         5.3. Stock Distributed. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

         5.4. Limitations on Awards to Any Single Participant. No single
Participant may receive Awards covering in the aggregate more than 250,000
shares of Stock.

                                    ARTICLE 6

                                   ELIGIBILITY

         6. 1. GeneraL Awards may be granted only to individuals who are
employees (including employees who also are directors or officers) of the
Company or a Subsidiary or to consultants or advisors thereto, as determined by
the Board.


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                                    ARTICLE 7

                                  STOCK OPTIONS

         7.1. General. The Board is authorized to grant Options to Participants
on the following terms and conditions:

              (a) Exercise Price. The exercise price per share of Stock under an
         Option shall be determined by the Board.

              (b) Time and Conditions of Exercise. The Board shall determine the
         time or times at which an Option may be exercised in whole or in part.
         The Board also shall determine the performance or other conditions, if
         any, that must be satisfied before all or part of an Option may be
         exercised.

              (c) Payment. The Board shall determine the methods by which the
         exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including net issuance or other "cashless exercise" arrangements), and
         the methods by which shares of Stock shall be delivered or deemed to be
         delivered to Participants. Without limiting the power and discretion
         conferred on the Board pursuant to the preceding sentence, the Board
         may, in the exercise of its discretion, but need not, allow a
         Participant to pay the Option price by directing the Company to
         withhold from the shares of Stock that would otherwise be issued upon
         exercise of the Option that number of shares having a Fair Market Value
         on the exercise date equal to the Option price, all as determined
         pursuant to rates and procedures established by the Board.

              (d) Evidence of Grant. All Options shall be evidenced by a written
         Award Agreement between the Company and the Participant. The Award
         Agreement shall include such provisions as may be specified by the
         Board.

         7.2 Incentive Stock Options. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

              (a) Exercise Price. The exercise price per share of Stock shall be
         set by the Board, provided that the exercise price for any Incentive
         Stock Option may not be less than the Fair Market Value as of the date
         of the grant.

              (b) Exercise. In no event, may any Incentive Stock Option be
         exercisable for more than ten years from the date of its grant.

              (c) Lapse of Option. An Incentive Stock Option shall lapse under
         the following circumstances:

                  (1) The Incentive Stock Option shall lapse ten (10) years
              after it is granted, unless an earlier time is set in the Award
              Agreement.

                  (2) The Incentive Stock Option shall lapse upon termination of
              employment for Cause or for any other reason, other than the
              Participant's death or Disability, unless the Committee
              determines in its discretion to extend the exercise period for
              no more than ninety (90) days after the Participant's
              termination of employment.

                  (3) In the case of the Participant's termination of employment
              due to Disability or death, the Incentive Stock Option shall
              lapse upon termination of employment, unless the Committee
              determines in its discretion to extend the exercise period of
              the Incentive Stock Option for no more than twelve (12) months
              after the date the Participant terminates employment. Upon the
              Participant's death, any vested and otherwise exercisable
              Incentive Stock Options may be exercised by the Participant's
              legal representative or representative by the person or
              persons entitled to do so under the Participant's last will
              and testament, or, if the Participant shall fail to make
              testamentary disposition of such incentive Stock Option or
              shall die intestate, by the person or persons entitled to
              receive said Incentive Stock Option under the applicable laws
              of descent and distribution.

              (d) Individual Dollar Limitation. The aggregate Fair Market Value
         (determined as of the time an Award is made) of all shares of Stock
         with respect to which Incentive Stock Options are first exercisable by
         a Participant in any calendar year may not exceed One Hundred Thousand
         Dollars ($ 100,000.00).

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              (e) Ten Percent Owners. An Incentive Stock Option shall he granted
         to my individual who, at the date of grant, owns stock possessing more
         than ten percent (10%) of the total combined voting power of all
         classes of Stock of the Company only if, at time such Option is
         granted, the Option price is at least one hundred ten percent (110%)
         of the Fair Market Value of the Stock and such Option by its terms is
         not exercisable after the expiration of five (5) years from the date
         the Option is granted.

              (f) Expiration of Incentive Stock Option. No Award of an Incentive
         Stock Option may be made pursuant to this Plan after the tenth
         anniversary of the Effective Date.

              (g) Right to Exercise. During a Participant's lifetime, an
         Incentive Stock Option may be exercised only by the Participant.

              (h) Employees Only. Incentive Stock Options may be granted only to
         Participants who are employees of the Company or any Subsidiary.

                                    ARTICLE 8

                            STOCK APPRECIATION RIGHTS

         8.1. Grant of SARs. The Board is authorized to grant SARs to
Participants on the following terms and conditions:

              (a) Right to payment . Upon the exercise of a Stock Appreciation
         Right, the participant to whom it is granted has the right to receive
         the excess, if any, of:

                  (1) The Fair Market Value of one share of Stock on the date of
              exercise; over

                  (2) The grant price of the Stock Appreciation Right as
              determined by the Board, which shall not be less than the Fair
              Market Value of one share of Stock on the date of grant in the
              case of any SAR related to any Incentive Stock Option.

              (b) Other Terms. All awards of Stock Appreciation Rights shall be
         evidenced by an Award Agreement. The terms, methods of exercise,
         methods of settlement, form of consideration payable in settlement, and
         any other terms and conditions of any Stock Appreciation Right shall be
         determined by the Board at the time of the grant of the Award and shall
         be reflected in the Award Agreement.

                                    ARTICLE 9

                               PERFORMANCE SHARES

         9. 1. Grant of Performance Shares. The Board is authorized to grant
Performance Shares to Participants on such terms and conditions as may be
selected by the Board. The Board shall have the complete discretion to determine
the number of Performance Shares granted to each Participant. All Awards of
Performance Shares shall be evidenced by an Award Agreement.

         9.2. Right to Payment. A grant of Performance Shares gives the
Participant rights, valued as determined by the Board, and payable to, or
exercisable by, the Participant to whom the Performance Shares are granted, in
whole or in part, as the Board shall establish at grant or thereafter. The Board
shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which
they are met, will determine the number and value of Performance Shares that
will be paid to the Participant, provided that the time period during which the
performance goals must be met shall, in all cases, exceed six months.

         9.3. Other Terms. Performance Shares may be payable in cash, Stock, or
other property, and have such other terms and conditions as determined by the
Board and reflected in the Award Agreement.


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                                   ARTICLE 10

                             RESTRICTED STOCK AWARDS

         10.1. Grant of Restricted Stock. The Board is authorized to make Awards
of Restricted Stock to Participants in such amounts and subject to such terms
and conditions as may be selected by the Board. All Awards of Restricted Stock
shall be evidenced by a Restricted Stock Award Agreement.

         10.2. Issuance and Restrictions. Restricted Stock shall be subject to
such restrictions on transferability and other restrictions as the Board may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances in such installments, or otherwise, as the Board determines
at the time of the grant of the Award or thereafter.

         10.3. Forfeiture. Except as otherwise determined by the Board at the
time of the great of the Award or thereafter, upon termination of employment
during the applicable restriction period, Restricted Stock that is at that time
subject to restrictions shall be forfeited and required by the Company,
provided, however, that the Board may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Board may in other cases waive in whole or in part restrictions
or forfeiture conditions relating to Restricted Stock.

         l0.4. Certificates for Restricted Stock. Restricted Stock granted under
the Plan may be evidenced in such manner as the Board shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the Company shall retain physical possession of the certificate until such time
as all applicable restrictions lapse.

                                   ARTICLE 11

                              DIVIDEND EQUIVALENTS

         11.1. Grant of Dividend Equivalents. The Board is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Board. Dividend Equivalents shall entitle the Participant to
receive payments equal to dividends with respect to all or a portion of the
number of shares of Stock subject to an Option Award or SAR Award, as determined
by the Board. The Board may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

                                   ARTICLE 12

                            OTHER STOCK-BASED AWARDS

         12.1. Grant of Other Stock-Based Awards. The Board is authorized
subject to limitations under applicable law, to grant to Participants such other
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Stock, as deemed by the Board to be
consistent with the purposes of the Plan, including without limitation shares of
Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to book value of shares of Stock or the value of securities of or the
performance of specified Subsidiaries. The Board shall determine the terms and
conditions of such Awards.


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                                   ARTICLE 13

                         PROVISIONS APPLICABLE TO AWARDS

         13.1. Stand-Alone, Tandem, and Substitute Awards. Awards granted under
the Plan may, in the discretion of the Board, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan. If an Award is granted in substitution for another Award, the
Board may require the surrender of such other Award in consideration of the
grant of the new Award. Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

         13.2. Exchange Provisions. The Board may at any time offer to exchange
or buy out any previously granted Award for a payment in cash, Stock, or another
Award (subject to Section 13.1), based on the terms and conditions the Board
determines and communicates to the Participant at the time the offer is made.

         13.3. Term of Award. The term of each Award shall be for the period as
to be determined by the Board, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant.

         13.4. Form of Payment for Awards. Subject to the terms of the Plan and
any applicable law or Award Agreement, payments or transfers to be made by the
Company or a Subsidiary an the grant or exercise of an Award may be made in such
forms as the Board determines at or after the time of grant, including without
limitation, cash, Stock other Awards, or other property, or any combination, and
may be made in a single payment or transfer, in installments, or on a deferred
basis in each case determined in accordance with rules adopted by, and at the
discretion of, the Board. The Board may also authorize payment in the exercise
of an Option by net issuance or other cashless exercise methods.

         13.5. Limits on Transfer. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided below, no Award shall be
assignable or transferable by a Participant other than by will or the laws of
descent and distribution or, with the consent of the Board in its sole
discretion and except in the case of an Incentive Stock Option, pursuant to a
court order that would otherwise satisfy the requirements to be a domestic
relations order as defined in Section 414(p) (t) (B) of the Code, if the order
satisfies Section 414(p) (1) (A) of the Code notwithstanding that such an order
relates to the transfer of a stock option rather than an interest in an employee
benefit plan. In the Award Agreement for any Award other than an Award that
includes an Incentive Stock Option, the Board may allow a Participant to assign
or otherwise transfer all or a portion of the rights represented by the Award to
specified individuals or classes of individuals, or to a trust benefiting such
individuals or classes of individuals, subject to such restrictions,
limitations, or conditions as the Board deems to be appropriate.

         13.6.Beneficiaries. Not withstanding Section 13.5, a Participant may,
in the manner determined by the Board, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Board. If the Participant is married and resides in a jurisdiction in which
community property laws apply, a designation of a person other than the
Participant's spouse as his beneficiary with respect to more than 50 percent of
the Participant's interest in the Award shall not be effective without the
written consent of the Participant's spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto under the Participant's will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Board.

         13.7. Stock Certificates, All Stock certificates delivered under the
Plan are subject to any stoptransfer orders and other restrictions as the Board
deems necessary or advisable to comply with federal or state


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securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Board may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         13.8. Tender Offers. In the event of a public tender for all or any
portion of the Stock, or in the event that a proposal to merge, consolidate, or
otherwise combine with another company is submitted for stockholder approval,
the Board may in its sole discretion declare previously granted Options to be
immediately exercisable. To the tent that this provision causes incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.9. Change of Control. A Change of Control shall, in the sole
discretion of the Committee:

              (a) Cause every Award outstanding hereunder to become fully
         exercisable and all restrictions on outstanding Awards to lapse and
         allow each Participant the right to exercise Awards prior to the
         occurrence of the event otherwise terminating the Awards over such
         period as the Committee, in its sole and absolute discretion, shall
         determine. To the extent that this provision causes incentive Stock
         Options to exceed the dollar limitation set forth in Section 7.2(d),
         the excess Options shall be deemed to be Non-Qualified Stock Options;
         or

              (b) Cause every Award outstanding hereunder to terminate, provided
         that the surviving or resulting corporation shall tender an option or
         options to purchase its shares or exercise such rights on terms and
         conditions, as to the number of shares and rights and otherwise, which
         shall substantially preserve the rights and benefits of any Award then
         outstanding thereunder.

                                   ARTICLE 14

                          CHANGES IN CAPITAL STRUCTURE

         14. 1. General. In the event a stock dividend is declared upon the
Stock, the shares of Stock then subject to each Award (and the number of shares
subject thereto) shall be increased proportionately without any change in the
aggregate purchase price therefor. In the event the Stock shall be changed into
or exchanged for a different number or class of shares of Stock or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, there shall be substituted for each such share of Stock
then subject to each Award (and for each share of Stock then subject thereto)
the number and class of shares of Stock into which each outstanding share of
Stock shall be so exchanged, all without any change in the aggregate purchase
price for the shares then subject to each Award.

                                   ARTICLE 15

                     AMENDMENT, MODIFICATION AND TERMINATION

         15.1. Amendment, Modification and Termination. With the approval of the
Board, at any time and from time to time, the Board may terminate, amend or
modify the Plan. However, without approval of the stockholder of the Company or
other conditions (as may be required by the Code, by the insider trading rules
of Section 16 of the Exchange Act, by any national securities exchange or system
on which the Stock is listed or reported or by a regulatory body having
jurisdiction), no such termination, amendment, or modification may:

              (a) Materially increase the total number of shares of Stock that
         may be issued under the Plan, except as provided in Section 14 - 1;

              (b) Materially modify the eligibility requirements for
         participation in the Plan; or

              (c) Materially increase the benefits accruing to Participants
         under the Plan,

         15.2. Awards Previously Granted     No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant.


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<PAGE>   10
                                   ARTICLE 16

                               GENERAL PROVISIONS

         16.1. No Rights to Awards.  No Participant or employee or consultant
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Board is obligated to treat Participants and employees or
consultants uniformly.

         16.2. No Stockholders Rights.  No Award gives the Participant any of
the rights of a stockholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         16.3. Withholding.  The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy United States Federal, state,
and local taxes (including the Participant's FICA obligation and any withholding
obligation imposed by any country other than the United States in which the
Participant resides) required by law to be withheld with respect to any taxable
event arising as a result of this Plan. With respect to withholding required
upon any taxable event under the Plan, Participants may elect, subject to the
Board's approval to satisfy the withholding requirement, in whole or in part, by
having the Company or any Subsidiary withhold shares of Stock having a Fair
Market Value on the date of withholding equal to the amount to be withheld for
tax purposes in accordance with such procedures as the Board establishes. The
Board may, at the time any Award is granted, require that any and all applicable
tax withholding requirements be satisfied by the withholding of shares of Stock
as set forth above.

         16.4. No Right to Employment.  Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary.

         16.5. Unfunded Status of Awards.  The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or my Award Agreement shall give the Participant any rights that are
greater than those of a general creditor of the Company or any Subsidiary.

         16.6. Indemnification.  To the extent allowable under applicable law,
each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act under the Plan and against and from any and all amounts paid by him or
her in satisfaction of judgment in such action, suit, or proceeding against him
or her provided he or she gives the Company an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-Laws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.

         16.7. Relationship to Other Benefits.  No payment under the Plan shall
be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance welfare or other benefit plan of the
Company or any Subsidiary.

         16.8. Expenses.  The expenses of administering the Plan shall be borne
by the Company and its Subsidiaries.

         16.9. Titles and Readings.  The titles and headings of the Sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.10. Fractional Shares.  No fractional shares of stock shall be
issued and the Board shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.


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