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                                NAM CORPORATION
                             AMENDED AND RESTATED
                        1996 INCENTIVE AND NONQUALIFIED
                               STOCK OPTION PLAN

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1.  Purpose

         The purpose of this Stock Option Plan (the "Plan") is to encourage
and enable key employees (which term, as used herein, shall include officers),
and directors, of NAM Corporation or a parent (if any) or subsidiary thereof
(collectively, unless the context otherwise requires, the "Corporation"),
consultants, and advisors to the Corporation, and other persons or entities
providing goods or services to the Corporation to acquire a proprietary
interest in the Corporation through the ownership of common stock of the
Corporation. As used herein, the term "parent" or "subsidiary" shall mean any
present or future corporation which is or would be a "parent corporation" or
"subsidiary corporation" of the Corporation as the term is defined in section
424 of the Internal Revenue Code of 1986, as amended (the "Code") (determined
as if the Corporation were the employer corporation). Such directors,
consultants, advisors, and other persons or entities providing goods or
services to the Corporation and entitled to receive options hereunder are
hereinafter collectively referred to as the "Associates," and the relationship
of the Associates to the Corporation is hereinafter referred to as
"association with" the Corporation. An employee or Associate to whom an option
has been granted is referred to as a "Grantee". Such ownership will provide
such Grantees with a more direct stake in the future welfare of the
Corporation and encourage them to remain employed by or associated with the
Corporation. It is also expected that the Plan will encourage qualified
persons to seek and accept employment or association with the Corporation.

2. Administration

         (a) The Plan shall be administered by the Board of Directors (the
"Board").

         (b) As it applies to the administration of the Plan, a majority of
the members of the Board shall constitute a quorum, and the action of a
majority of the members of the Board present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Board without holding a meeting, shall be deemed to
be actions of the Board. All actions of the Board and all interpretations and
decisions made by the Board with respect to any question arising under the
Plan shall be final and conclusive and shall be binding upon the Corporation
and all other interested parties. 

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         (c) Subject to the terms and conditions of the Plan, the Board shall
be responsible for the overall management and administration of the Plan and
shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the authority
to (i) interpret and construe the Plan and to determine the terms of all
options granted pursuant to the Plan, including, but not limited to, the
persons to whom, and the time or times at which grants shall be made, the
number of options to be included in the grants, the number of options which
shall be treated as incentive stock options (in the case of options granted to
employees) as described in section 422 of the Code, the number of options
which do not qualify as incentive stock options ("nonqualified options"), and
the terms and conditions thereof; (ii) to adopt rules and regulations and to
prescribe forms for the operation and administration of the Plan; and (iii) to
take any other action not inconsistent with the provisions of the Plan that it
may deem necessary or appropriate.

3. Eligibility and Participation

         (a) Key employees and Associates are eligible to receive options.
Each option shall be granted, and the number of shares and the vesting
schedule of such shares subject thereto shall be determined by the Board.

         (b) Directors who are not officers of the Corporation shall receive,
on an annual basis on the last trading day of each June starting June 1997,
stock options for 1,000 shares of the Corporation's Common Stock, at an
exercise price equal to the fair market value of the stock on the date of
grant, and such options shall vest immediately upon grant. The fair market
value shall be determined in accordance with Section 8 hereof.


4. Shares Subject to the Plan

         (a) Options shall be evidenced by written agreements which shall,
among other things (i) designate the option as either an incentive stock
option or a nonqualified stock option, (ii) specify the number of shares
covered by the option; (iii) specify the exercise price, determined in
accordance with paragraph 7 hereof, for the shares subject to the option; (iv)
specify the option period determined in accordance with paragraph 6 hereof;
(v) set forth specifically or incorporate by reference the applicable
provisions of the Plan; and (vi) contain such other terms and conditions
consistent with the Plan as the Board may, in its discretion, prescribe.

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         (b) The stock to be offered and delivered under the Plan, pursuant to
the exercise of an option, shall be shares of the Corporation's authorized
common stock and may be unissued shares or reacquired shares, as the Board may
from time to time determine. Subject to adjustment as provided in paragraph 13
hereof, the aggregate number of shares to be delivered under the Plan shall
not exceed seven hundred and fifty thousand (750,000) shares. If an option
expires or terminates for any reason during the term of the Plan prior to the
exercise thereof in full, the shares subject to but not delivered under such
option shall be available for options thereafter granted.


5. Incentive Stock options

         (a) An option designated by the Board as an "incentive stock option"
is intended to qualify as an "incentive stock option" within the meaning of
section 422 of the Code. An incentive stock option shall be granted only to an
employee of the Corporation.

         (b) No incentive stock option shall provide any person with a right
to purchase shares to the extent that such right first becomes exercisable
during a prescribed calendar year and the sum of (i) the fair market value
(determined as of the date of grant) of the shares subject to such incentive
stock option which first become available for purchase during such calendar
year, plus (ii) the fair market value (determined as of the date of grant) of
all shares subject to incentive stock options previously granted to such
person under all plans of the Corporation first become available for purchase
during such calendar year exceeds $100,000.

         (c) Without prior written notice to the Board, a Grantee may not
dispose of shares acquired pursuant to the exercise of an incentive stock
option until after the later of (i) the second anniversary of the date on
which the incentive stock option was granted, or (ii) the first anniversary of
the date on which the shares were acquired; provided, however, that a transfer
to a trustee, receiver, or other fiduciary in any insolvency proceeding, as
described in section 422(c)(3) of the Code, shall not be deemed to be such a
disposition. The optionee shall make appropriate arrangements with the
Corporation for any taxes which the Corporation is obligated to collect in
connection with any disposition of shares acquired pursuant to the exercise of
an incentive stock option, including any Federal, state or local withholding
taxes.

         (d) Should Section 422 of the Code be amended during the term of the
Plan, the Board may modify the Plan consistently with such amendment. 

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6. Term of Option Period



         The term during which options may be granted under the Plan shall
expire on April 1, 2006 and the option period during which each option may be
exercised shall, subject to the provisions of paragraph 12 hereof, be during
such period, expiring not later than the tenth anniversary (the fifth
anniversary in the case of incentive stock options granted to a person who
owns (within the meaning of section 424(d) of the Code) more than 10 percent
of the total combined voting power of all classes of stock of the Corporation
at the time such option is granted) of the date the option is granted, as may
be determined by the Board.

7. Option Price

         The price at which shares may be purchased upon exercise of a
particular option shall be such price as may be fixed by the Board but in no
event less than the minimum required in order to comply with any applicable
law, rule or regulation and, in the case of incentive stock options, shall not
be less than 100 percent, or in the case of incentive stock options granted to
an optionee who is a 10 percent stockholder (within the meaning of paragraph 6
hereof), shall not be less than 110 percent, of the fair market value (as
defined in paragraph 8) of such shares on the date such option is granted.

8. Stock as Form of Exercise Payment

         At the discretion of the Board, a Grantee who owns shares of the
Corporation's common stock may elect to use such shares, with the value
thereof to be determined as the fair market value of such shares on the day
prior to the date of exercise of the option, to pay all or part of the option
price required under the Plan. As used herein, fair market value shall be
deemed to be the closing price on such day of the Corporation's common stock
if the Corporation's common stock is then traded on a national securities
exchange or the closing bid price on such day of the Corporation's common
stock, if such stock is traded on the NASDAQ National Market System or
Small-Cap Market System or, if not so traded, the average of the closing bid
and asked prices thereof on such day.

9. Exercise of Options

         (a) Each option granted shall be exercisable in whole or in part at
any time, or from time to time, during the option period as the Board may
provide in the terms of such option; provided that the election to exercise an
option shall be made in accordance with applicable federal and state laws and
regulations.


         (b) No option may at any time be exercised with respect to a
fractional share.

         (c) No shares shall be delivered pursuant to the exercise of any
option, in whole or in part, until qualified for delivery under such
securities laws and regulations as may be deemed by the Board to be applicable
thereto, until such shares are listed on each securities exchange on which the
Corporation's common stock may then be listed, until, in the case of the
exercise of an option, payment in full of the option price is received by the
Corporation in cash or stock as provided in paragraph 8 and until payment in

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cash of any applicable withholding taxes is received by the Corporation.
Unless prior to the exercise of the option the shares of the Corporation's
common stock issuable upon such exercise have been registered with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, the
notice of exercise shall be accompanied by a representation or agreement of
the individual exercising the option to the Corporation to the effect that
such shares are being acquired for investment and not with a view to the
resale or distribution thereof or such other documentation as may be required
by the Corporation unless in the opinion of counsel to the Corporation such
representation, agreement, or documentation is not necessary to comply with
said Act. No holder of an option, or such holder's legal representative,
legatee, or distributee shall be or be deemed to be a holder of any shares
subject to such option unless and until a certificate or certificates therefor
is issued in his name.

10. Acceleration of Vesting

         (a) An option shall automatically be vested and immediately
exercisable in full upon the occurrence of any of the following events:



                  (i) Any person within the meaning of Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, other than the
         Corporation, has become the beneficial owner, within the meaning of
         Rule 13d-3 under such Act, of 30 percent or more of the combined
         voting power of the Corporation's then outstanding voting securities,
         unless such ownership by such person has been approved by the Board
         immediately prior to the acquisition of such securities by such
         person;

                  (ii) The first day on which shares of the Corporation's
         common stock are purchased pursuant to a tender offer or exchange
         offer, unless such offer is made by the corporation or unless such
         officer has been approved or not opposed by the Board;

                  (iii) The stockholders of the Corporation have approved an
         agreement to merge or consolidate with or into another corporation
         (and the Corporation is not the survivor of such merger or
         consolidation) or an agreement to sell or otherwise dispose of all or
         substantially all of the Corporation's assets (including a plan of
         liquidation), unless the Board has resolved that options shall not
         automatically vest; or

                  (iv) During any period of two consecutive years, individuals
         who at the beginning of such period constitute the Board of the
         Corporation cease for any reason to constitute at least a majority
         thereof, unless the election or the nomination for the election by
         the Corporation's stockholders of each new director was approved by a
         vote of at least a majority of the directors then still in office who
         were directors at the beginning of the period.

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         (b) Other than upon the occurrence of any of the events described in
paragraph 10(a), the Board shall have the authority at any time or from time
to time to accelerate the vesting of any individual option and to permit any
stock option not theretofore exercisable to become immediately exercisable.

11. Transfer of Options

         Options granted under the Plan may not be transferred except by will
or the laws of descent and distribution and, during the lifetime of the
Grantee to whom granted, may be exercised only by such or by such Grantee's
guardian or legal representative.

12. Termination of Employment

         (a) Except as specifically provided in this paragraph 12, if the
Grantee's employment or association with the Corporation shall terminate for
any reason before the Option has vested in full, then the unvested portion of
the Option shall automatically terminate on the date of termination of
employment or association and all rights and interests of the Grantee in and
to such unvested portion shall thereupon terminate.

         (b) After the date on which an incentive stock option vests, if the
Grantee's employment by the Corporation is terminated for any reason, the
incentive stock option shall be exercisable for the lesser of (i) three (3)
months from the date of such termination of employment or (ii) the balance of
such incentive stock option's term; provided, however, that in the event that
the termination is as a result of the death or disability (within the meaning
of section 22(e)(3) of the Code) of the Grantee, the incentive stock options
held by such Grantee which were otherwise exercisable on the date of his
termination of employment shall expire unless exercised by such Grantee, or,
in the case of the death of a Grantee, by his heirs, legatees, or personal
representatives, within a period of twelve (12) months after the date of
termination of employment. In no event, however, shall any incentive stock
option be exercisable after ten years from the date it was granted. Nothing in
the Plan or in any option shall confer upon any Grantee the right to continue
in the employ of the Corporation or interfere in any way with the right of the
Corporation to terminate the employment of a Grantee at any time. The Board's
determination that a Grantee's employment has terminated and the date thereof
shall be final and conclusive on all persons affected thereby.

         (c) The Board may, if it determines that to do so would be in the
Corporation's best interests, provide in a specific case or cases for the
exercise of options which would otherwise terminate upon termination of
employment with the Corporation for any reason, upon such terms and conditions
as the Board determines to be appropriate. 


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         (d) In the case of a Grantee on an approved leave of absence, the
Board may, if it determines that to do so would be in the best interests of
the Corporation, provide in a specific case for continuation of options during
such leave of absence, such continuation to be on such terms and conditions as
the Board determines to be appropriate. Leaves of absence for such period and
purposes conforming to the personnel policy of the Corporation as may be
approved by the Board shall not be deemed terminations or interruptions of
employment.

13. Adjustments Upon Changes in Capitalization 

         (a) If the Corporation's outstanding common stock is hereafter
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination, or exchange of shares or the
like, or dividends payable in shares of the Corporation's common stock, an
appropriate adjustment shall be made by the Board in the aggregate number of
shares available under the Plan and in the number of shares and price per
share subject to outstanding options. If the Corporation shall be reorganized,
consolidated, or merged with another corporation, or if all or substantially
all of the assets of the Corporation shall be sold or exchanged, the holder of
an option shall, after the occurrence of such a corporate event, be entitled
to receive upon the exercise of his option the same number and kind of shares
of stock or the same amount of property, cash, or securities as he would have
been entitled to receive upon the happening of any such corporate event as if
he had exercised such option and had been, immediately prior to such event,
the holder of the number of shares covered by such option. All adjustments
made pursuant to this paragraph to the terms or conditions of an incentive
stock option shall be subject to the requirements of section 424 of the Code.


         (b) Any adjustment in the number of shares shall apply
proportionately to only the unexercised portion of any option granted
hereunder. If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next higher whole number of shares.

14. Termination, Modification, and Amendment 

         (a) The Plan shall terminate on April 1, 2006, which is 10 years from
the earlier of the date of its adoption by the Board or the date on which the
Plan is approved by the stockholders of the Corporation and no option shall be
granted after termination of the Plan. 

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         (b) The Plan may from time to time be terminated, modified, or
amended by the affirmative vote of a majority of the votes cast at a duly held
stockholders' meeting at which a quorum representing a majority of all
outstanding voting stock is, either in person or by proxy, present and voting
on the plan, or pursuant to any other procedure allowed under applicable state
law.

         (c) The Board may at any time terminate the Plan or from time to time
make such modifications or amendments of the Plan as it may deem advisable
including, without limitation, modifications to reflect changes in applicable
law; provided, however, that the Board of Directors shall not (i) modify or
amend the Plan in any way that would disqualify any incentive stock option
issued pursuant to the Plan as an incentive stock option as defined in section
422 of the Code or (ii) without approval by the affirmative vote of a majority
of the votes cast at a duly held stockholders' meeting at which a quorum
representing a majority of all outstanding voting stock is, either in person
or by proxy, present and voting on the plan, or pursuant to any other
procedure allowed under applicable state law, increase (except as provided by
paragraph 14) the maximum number of shares as to which options may be granted
under the Plan. 

         (d) No termination, modification, or amendment of the Plan, may,
without the consent of the Grantee, adversely affect the rights conferred by
such option.

15. Effective Date

         The Plan became effective on April 1, 1996 upon the adoption by the
Board subject to the approval by the affirmative vote of the holders of a
majority of the outstanding shares of the Corporation which occurred on May
29, 1996. All options granted prior to the date of such stockholder approval
shall be subject to such approval.



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