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                                                                    EXHIBIT 10.9


                
                        BROWNING-FERRIS INDUSTRIES, INC.

                       RESTATED 1993 STOCK INCENTIVE PLAN


1.   PURPOSE. The 1993 Stock Incentive Plan (the "Plan") is to benefit
     Browning-Ferris Industries, Inc. (the "Company") and its subsidiary
     corporations through the maintenance and development of its management by
     offering certain executives, key employees (including employee-directors)
     and consultants of the Company and its subsidiaries (the "Participants") an
     opportunity to become owners of the Common Stock, $.16-2/3 par value, of
     the Company and is intended to advance the best interests of the Company by
     providing such persons with additional incentive by increasing their
     proprietary interest in the success of the Company and its subsidiary
     corporations.

2.   ADMINISTRATION. The Plan shall be administered by the Compensation
     Committee of the Board of Directors of the Company or by another committee
     designated to act by the Board of Directors (the "Committee"), which
     Committee shall consist of not less than two members who are outside
     directors as described in Section 162(m) of the Internal Revenue Code of
     1986, as amended, and rules and regulations issued thereunder. Meetings
     shall be held at such times and places as shall be determined by the
     Committee. Except to the extent permitted under Rule 16b-3 or any successor
     rule under the Securities Exchange Act of 1934 ("Rule 16b-3"), no director
     serving on the Committee shall be granted or awarded equity securities or
     options of the Company pursuant to this Plan or any other plan of the
     Company or any of its affiliates during service as an administrator of a
     compensation or benefit plan of the Company or any of its affiliates or
     during the one year prior to such service. A majority of the members of the
     Committee shall constitute a quorum for the transaction of business, and
     the vote of a majority of those members present at any meeting shall decide
     any question brought before that meeting. In addition, the Committee may
     take any action otherwise proper under the Plan by the unanimous written
     consent of its members. No member 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 or discretion given to him under the Plan, except those resulting
     from his own gross negligence or willful misconduct. All questions of
     interpretation and application of the Plan, or of options granted hereunder
     (the "Options") and of stock awards and restricted stock (which are defined
     in Paragraph 17 hereof) granted hereunder, shall be subject to the
     determination, which shall be final and binding, of a majority of the whole
     Committee.

3.   OPTIONS, STOCK AWARDS AND RESTRICTED STOCK GRANTS. The stock subject to the
     Options and other provisions of the Plan shall be shares of the Company's
     Common Stock, $.16-2/3 par value (the "Stock"). The total amount of the
     Stock with respect to which Options, stock awards and restricted stock may
     be granted under this Plan shall not exceed in the aggregate 7,000,000
     shares, but no more than 500,000 shares of Stock in the aggregate may be
     awarded as stock awards and restricted stock grants; provided, that the
     class and aggregate number of shares of Stock which may be subject to
     Options, stock awards and restricted stock granted hereunder shall be
     subject to adjustment in accordance with the provisions of 


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     Paragraph 16 hereof. Such shares of Stock may be treasury shares or
     authorized but unissued shares of Stock. In the event that any outstanding
     Option for any reason shall expire or is terminated or cancelled, the
     shares of Stock allocable to the unexercised portion of such Option may
     again be subject to an Option, stock award or restricted stock under the
     Plan.

4.   AUTHORITY TO GRANT OPTIONS. The Committee may grant from time to time to
     such eligible individuals (the "Optionees") as set forth in Paragraph 5 an
     Option or Options to buy a stated number of shares of Stock under the terms
     and conditions of the Plan and the stock option agreement. Options granted
     under the Plan may, in the discretion of the Committee, be either incentive
     stock options as defined in Section 422 of the Internal Revenue Code of
     1986, as amended (the "Code"), or non-qualified stock options. Each stock
     option agreement shall specifically state, for each Option granted
     thereunder, whether the Option is an incentive stock option or a
     non-qualified option, but any Option not designated by the Committee as an
     incentive stock option shall be a non-qualified stock option. In no event,
     however, shall both an incentive stock option and a non-qualified stock
     option be granted together under the Plan in such a manner that the
     exercise of one Option affects the rights to exercise the other. No Options
     shall be granted under the Plan subsequent to December 6, 2003. Except as
     provided in Paragraph 6, all provisions of this Plan relating to options
     apply to both incentive and non-qualified options. The total amount of
     Stock with respect to which Options may be granted under the Plan to
     employee-directors of the Company as a group shall not exceed in the
     aggregate thirty (30) percent of the total number of shares with respect to
     which Options may be granted pursuant to Paragraph 3 of the Plan; provided,
     that the class and the aforesaid maximum number of shares shall be subject
     to adjustments in accordance with the provisions of Paragraph 16 hereof.
     The only Options under the Plan which may be granted are those which either
     (i) are granted after adoption of the Plan and are conditioned upon
     approval of the Plan by the stockholders of the Company within twelve
     months of such adoption or (ii) are granted after both adoption of the Plan
     and approval thereof by the stockholders of the Company within twelve
     months after the date of such adoption, all as provided in Paragraph 21
     hereof. The maximum number of Options which may be granted to any one
     Participant from this Plan is 300,000; provided, that the class and the
     aforesaid maximum number of shares shall be subject to adjustments in
     accordance with the provisions of Paragraph 16 hereof.

5.   ELIGIBILITY FOR STOCK OPTIONS. Except as provided in Paragraph 6(iv), the
     individuals who shall be eligible to receive Options under the Plan shall
     be key employees (including employee-directors) of the Company or of any
     subsidiary corporation and any person who is a party to a written
     consulting agreement with the Company or any of its subsidiary
     corporations, as determined by the Committee. Non-employee directors are
     not eligible. For all purposes of the Plan, the term "subsidiary
     corporation" shall mean any corporation of which the Company is the "parent
     corporation" as that term is defined in Section 424(e) of the Code.

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6.   PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS. The following provisions
     shall apply only to incentive stock options granted under the Plan:

     (i)    No incentive stock option shall be granted to any employee who, at 
            the time such Option is granted, owns, within the meaning of Section
            422 of the Code, stock possessing more than 10 percent of the total
            combined voting power of all classes of Stock of the Company or any
            of its subsidiaries, except that such an Option may be granted to 
            such an employee if at the time the Option is granted the option 
            price is at least 110 percent of the fair market value of the Stock
            (determined in accordance with Paragraph 7) subject to the Option, 
            and the Option by its terms is not exercisable after the expiration
            of five years from the date the Option is granted;

     (ii)   To the extent that the aggregate fair market value of stock with
            respect to which incentive stock options (without regard to this
            subparagraph) are exercisable for the first time by any individual
            during any calendar year (under all plans of the Company and its
            subsidiaries) exceeds $100,000, such Options shall be treated as
            Options which are not incentive stock options. This subparagraph 
            shall be applied by taking Options into account in the order in 
            which they were granted. If some but not all Options granted on any
            one day are subject to this subparagraph, then such Options shall 
            be apportioned between incentive stock option and non-qualified 
            stock option treatment in such manner as the Committee shall 
            determine. For purposes of this subparagraph, the fair market value
            of any stock shall be determined, in accordance with Paragraph 7, 
            as of the date the Option with respect to such Stock is granted.

     (iii)  No incentive stock option granted under the Plan shall be 
            exercisable any sooner than one year from the date of grant.

     (iv)   Only employees (including employee-directors) of the Company and its
            subsidiary corporations shall be eligible to receive incentive stock
            options.

7.   OPTION PRICE; FAIR MARKET VALUE. The price at which shares of Stock may be
     purchased pursuant to an Option shall be not less than the fair market
     value of the shares of Stock on the date the Option is granted, and the
     Committee in its discretion may provide that the price at which shares may
     be so purchased shall be more than such fair market value. For all purposes
     of this Plan, the "fair market value" of the Stock shall be the closing
     selling price of the Stock as reported in The Wall Street Journal for the
     last trading day before the date as of which such fair market value is to
     be determined. No Option may be repriced.

8.   DURATION OF OPTIONS. Subject to Paragraph 6 (i), no Option shall be
     exercisable after the expiration of ten years from the date such Option is
     granted. An Option shall expire immediately following the last day on which
     such Option is exercisable pursuant to this Paragraph 8 or any decision of
     the Committee made pursuant to Paragraph 9(b).

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9.   AMOUNT EXERCISABLE.

     (a)    Subject to Paragraph 6(iii), no Option shall be exercisable earlier
            than six months from the date of grant.

     (b)    Subject to Paragraph 9(a), the Committee in its discretion may 
            provide that an Option shall be exercisable throughout the term of 
            the Option or during any lesser period of time commencing on or 
            after six months from the date of grant of the Option and ending 
            upon or before the expiration of the term. Each Option may be 
            exercised, so long as it is valid and outstanding, from time to 
            time in part or as a whole, subject to any limitations with respect
            to the number of shares for which the Option may be exercised at a 
            particular time and to such other conditions as the Committee in 
            its discretion may specify upon granting the Option.

10.  EXERCISE OF OPTIONS. Options shall be exercised by the delivery of written
     notice to the Company setting forth the number of shares of Stock with
     respect to which the Option is to be exercised, together with cash, wire
     transfer, certified check, bank draft or postal or express money order
     payable to the order of the Company (the "Acceptable Funds") for an amount
     equal to the Option price of such shares of Stock, or at the election of
     the Optionee, by exchanging shares of Stock owned by the Optionee, so long
     as the exchanged shares of Stock plus Acceptable Funds paid, if any, have a
     total fair market value (determined in accordance with Paragraph 7, as of
     the date of exercise) equal to the purchase prices for such shares to be
     acquired upon exercise of said Option, and specifying the address to which
     the certificates for such shares are to be mailed. Whenever an Option is
     exercised by exchanging shares of Stock theretofore owned by the Optionee:
     (1) no shares of Stock received upon exercise of that Option thereafter may
     be exchanged to pay the Option price for additional shares of Stock within
     the following six months; and (2) the Optionee shall deliver to the Company
     certificates registered in the name of such Optionee representing a number
     of shares of Stock legally and beneficially owned by such Optionee, free of
     all liens, claims, and encumbrances of every kind, accompanied by stock
     powers duly endorsed in blank by the record holder of the shares
     represented by such certificates, with signature guaranteed by a commercial
     bank or trust company or by a brokerage firm having a membership on a
     registered national stock exchange. Such notice may be delivered in person
     to the Secretary of the Company, or may be sent by mail to the Secretary of
     the Company, in which case delivery shall be deemed made on the date such
     notice is received. As promptly as practicable after receipt of such
     written notification and payment, the Company shall deliver to the Optionee
     certificates for the number of shares with respect to which such Option has
     been so exercised, issued in the Optionee's name; provided, that such
     delivery shall be deemed effected for all purposes when a stock transfer
     agent of the Company shall have deposited such certificates in the United
     States mail, addressed to the Optionee, at the address specified pursuant
     to this Paragraph 10. The delivery of certificates upon the exercise of
     Options may, in the discretion of the Committee, be subject to any
     reasonable conditions, including, but not limited to (a) payment to the
     Company by the person exercising such Option of the amount, determined by
     the Company, of any tax liability of the Company (including but not limited
     to federal and state income and 

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     employment taxes required to be withheld) resulting from such exercise, or
     from a sale or other disposition of the stock issued upon exercise of such
     Option (or a stock option granted under another plan of the Company), if
     such sale or other disposition might be a "disqualifying disposition"
     described in Section 422(a) of the Code and (b) agreement by the person
     exercising such Option to provide the Company with such information as the
     Company might reasonably request pertaining to such exercise, sale or other
     disposition. Except to the extent the election would impact qualification
     under Rule 16b-3, the Optionee may elect to have the Company accept or
     retain Stock as payment of an Optionee's tax liability to the Company, as
     described in (a), above. The Company has the discretion to buy back shares
     of Stock resulting from stock option exercises by any officer of the
     Company, and the Applicable Funds, as defined in the Plan, will include the
     delivery of instructions to retain the exercise price from the proceeds of
     the sale of the shares of Stock.

11.  TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the
     Optionee other than by will or under the laws of descent and distribution,
     and shall be exercisable, during the Optionee's lifetime, only by the
     Optionee or his legal guardian or representative; provided, however, the
     Committee, in its sole discretion, may grant Options that are transferable
     by the Optionee to (i) immediate family members (such as children,
     grandchildren or spouse); (ii) trusts for the benefit of the Optionee's
     immediate family members; and (iii) partnerships in which immediate family
     members are the only partners.

12.  TERMINATION OF EMPLOYMENT OF OPTIONEE. Except as may be otherwise expressly
     provided herein, Options shall terminate on such date as shall be selected
     by the Committee in its discretion. If an Optionee is an employee of the
     Company or of a subsidiary corporation at the time an Option is granted,
     and, before the date of expiration of the Option, an employment
     relationship with either the Company or a subsidiary is severed, for any
     reason (except as otherwise provided for herein), the Option shall
     terminate thirty days following severance of the employment relationship.
     Whether authorized leave of absence, or absence on military or government
     service, shall constitute severance of an employment relationship with the
     Company or a subsidiary corporation and the Optionee, shall be determined
     by the Committee at the time thereof. If, before the date of expiration of
     a non-qualified Option, the Optionee shall be retired in good standing from
     the employ of the Company or a subsidiary for reasons of age or disability
     under the then established rules of the Company, the Option shall terminate
     on the earlier of such date of expiration or one year after the date of
     such retirement. In the event of such retirement, the Optionee shall have
     the right prior to the termination of such Option to exercise the Option to
     the extent to which he was entitled to exercise such Option immediately
     prior to such retirement; however, in the event that the Optionee has
     retired on or after attaining the age of sixty-two (62) years, the Optionee
     shall be entitled to exercise all or any part of such Option (without
     regard to any limitations imposed pursuant to Paragraph 9(b) hereof, but
     subject to Paragraph 9(a)). Upon the death of the Optionee, his executors,
     administrators, or any person or persons to whom his Option may be
     transferred by will or by the laws of descent and distribution, shall have
     the right, at any time prior to the earlier of the date of expiration or
     one year following the date of such death, to exercise the Option, in whole
     or in part (without regard to any limitations imposed pursuant to Paragraph
     9(b) hereof, but subject to 

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     Paragraph 9(a)). The Committee shall be permitted, in its discretion, to
     grant to any employee an Option which is an incentive stock option or a
     non-qualified stock option with a provision that the Option shall continue
     in full force and effect as a non-qualified stock option with no
     modification of the option price, if the person's status with the Company
     or its subsidiary changes, but such person continues as a director or
     consultant of the Company.

13.  REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any
     shares under any Option if the issuance of such shares shall constitute a
     violation by the Optionee or the Company of any provisions of any law or
     regulation of any governmental authority.

14.  NO RIGHTS AS STOCKHOLDER. No Optionee shall have rights as a Stockholder
     with respect to shares covered by any Option until the date of issuance of
     a stock certificate for such shares; and, except as otherwise provided in
     Paragraph 16 hereof, no adjustment for dividends, or otherwise, shall be
     made if the record date thereof is prior to the date of issuance of such
     certificate.

15.  NO EMPLOYMENT OR NOMINATION OBLIGATION. The granting of any Option shall
     not impose upon the Company or any subsidiary any obligation to continue to
     nominate an Optionee for election as a director or to employ or continue to
     employ any Optionee; and the right of the Company or any subsidiary to
     terminate the employment of any employee shall not be diminished or
     affected by reason of the fact that an Option has been granted to the
     employee.

16.  CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of outstanding
     Options shall not affect in any way the right or power of the Company or
     its stockholders to make or authorize any or all adjustments,
     recapitalizations, reorganizations or other changes in the Company's
     capital structure or its business, or any merger or consolidation of the
     Company, or any issue of bonds, debentures, preferred or prior preference
     stock ahead of or affecting the Stock or the rights thereof, or the
     dissolution or liquidation of the Company, or any sale or transfer of all
     or any part of its assets or business, or any other corporate act or
     proceeding, whether of a similar character or otherwise.

     If the Company shall effect a subdivision or consolidation of shares or
     other capital readjustment, the payment of a stock dividend, or other
     increase or reduction of the number of shares of the Stock outstanding,
     without receiving compensation therefor in money, services or property,
     then (a) the number, class, and per share price of shares of stock subject
     to outstanding Options hereunder shall be appropriately adjusted in such a
     manner as to entitle an Optionee to receive upon exercise of an Option, for
     the same aggregate cash consideration, an equivalent total number and class
     of shares as he would have received had he exercised his Option in full
     immediately prior to the event requiring the adjustment; and (b) the number
     and class of shares then reserved for issuance under the Plan shall be
     adjusted by substituting for the total number and class of shares of Stock
     then reserved that number and class of shares of stock that would have been
     received by the owner of an equal number of outstanding shares of each
     class of Stock as the result of the event requiring the adjustment.

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     After a merger of one or more corporations into the Company, or after a
     consolidation of the Company and one or more corporations in which the
     Company shall be the surviving corporation, each holder of an outstanding
     Option shall, at no additional cost, be entitled upon exercise of such
     Option to receive (subject to any required action by stockholders) in lieu
     of the number and class of shares as to which such Option would have been
     so exercisable in the absence of such event, the number and class of shares
     of stock or other securities to which such holder would have been entitled
     pursuant to the terms of the agreement of merger or consolidation if,
     immediately prior to such merger or consolidation, such holder had been the
     holder of record of the number and class of shares of Stock equal to the
     number and class of shares as to which such Option shall be so exercised.

     Immediately upon a Change of Control, all outstanding Options and
     Restricted Stock shall be deemed fully vested. For all purposes of the
     Plan, a Change of Control shall be deemed to have occurred if, with or
     without the approval of the Board of Directors of the Company, any of the
     following events shall occur (i) more than 25% of the voting power of the
     Company's outstanding securities entitled to vote in elections of directors
     shall be acquired by any person (as such term is used in Sections 13(d) and
     14(d) of the Securities and Exchange Act of 1934) except with respect to
     any Optionee who is included in any such person; or (ii) as the result of a
     tender offer, merger, consolidation, sale of assets or contested election,
     or any combination of such transactions, the persons who were directors of
     the Company immediately before the transaction shall cease to constitute a
     majority of the Board of Directors of the Company or of any successor to
     the Company.

     Except as herein before expressly provided, the issue by the Company of
     shares of stock of any class, or securities convertible into shares of
     stock of any class, for cash or property, or for labor or services either
     upon direct sale or upon the exercise of rights or warrants to subscribe
     therefor, or upon conversion of shares or obligations of the Company
     convertible into such shares or other securities, shall not affect, and no
     adjustment by reason thereof shall be made with respect to, the number,
     class or price of shares of Stock then subject to outstanding Options.

17.  STOCK AWARDS AND RESTRICTED STOCK GRANTS. A stock award consists of the
     issuance by the Company to a Participant of shares of Stock, without other
     payment therefor, in lieu of certain cash compensation or as additional
     compensation for his services to the Company. Restricted stock grants
     consist of shares of Stock which are issued by the Company to a Participant
     at a price which may be below their fair market value or for no payment,
     but subject to restrictions on their sale or other transfer by the
     Participant. The issuance of Stock pursuant to stock awards and restricted
     stock grants shall be subject to the following terms and conditions:

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     (i)    Number of Shares. Subject to Section 3, the number of shares to be
            issued by the Company to a Participant pursuant to a stock award or
            restricted stock grant shall be determined by the Committee.

     (ii)   Sale Price. The Committee shall determine the prices, if any, at 
            which shares of restricted stock shall be issued to a Participant, 
            which may vary from time to time and among Participants and which 
            may be below the fair market value of such shares of Stock at the 
            date of sale and which may be zero.

     (iii)  Restrictions. All shares of restricted stock issued hereunder shall
            be subject to such restrictions as the Committee may determine,
            including, without limitation any or all of the following:

            (a)  a prohibition against the sale, transfer, pledge or other
                 encumbrance of the shares of restricted stock, such prohibition
                 to lapse (i) at such time or times as the Committee shall
                 determine (whether in annual or more frequent installments, at
                 the time of the death, disability or retirement of the holder 
                 of such shares, or otherwise) or (ii) upon written 
                 certification by the Committee of the attainment of certain 
                 performance measurements;

            (b)  a requirement that the holder of shares of restricted stock
                 forfeit, or (in the case of shares sold to a Participant) 
                 resell back to the Company at his cost, all or a part of such 
                 shares in the event of termination of the holder's employment 
                 during any period in which such shares are subject to 
                 restrictions;

            (c)  a prohibition against employment of the holder of such 
                 restricted stock by any competitor of the Company or its 
                 affiliates, or against such holder's dissemination of any 
                 secret or confidential information belonging to the Company or
                 a subsidiary of the Company;

     (iv)   No Participant shall exercise the election permitted by Section 
            83(b) of the Code without the express written approval of the 
            Committee. Any Participant making such election without such 
            written approval shall forfeit all shares of restricted stock 
            granted to him.

     Shares of restricted stock shall be registered in the name of the
     Participant and deposited, together with a stock power endorsed in blank,
     with the Company. Each such certificate shall bear a legend in
     substantially the following form:

          "The transferability of this certificate and the shares of Common
          Stock represented by it are subject to the terms and conditions
          (including conditions of forfeiture) contained in the 1993 Stock
          Incentive Plan of the Company, and an agreement entered into between
          the registered owner and the Company. A copy of the Plan and agreement
          is on file in the office of the Secretary of the Company."

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     At the end of any time period during which the shares of restricted stock
     are subject to forfeiture and restrictions on transfer or upon the
     attainment of certain performance measurements, such shares will be
     delivered free of all restrictions to the Participant or to the
     Participant's legal representative, beneficiary or heir.

     Subject to the terms and conditions of the Plan, each Participant receiving
     restricted stock shall have all the rights of a stockholder with respect to
     shares of stock during any period in which such shares are subject to
     forfeiture and restrictions on transfer, including without limitation, the
     right to vote such shares. By accepting a stock award or a restricted stock
     grant, the Participant agrees to remit when due any federal and state
     income and employment taxes required to be withheld. Dividends paid in cash
     or property other than Stock with respect to shares of restricted stock
     shall be paid to the Participant currently or, at the election of the
     Participant, be reinvested by the Participant under the Company's Dividend
     Reinvestment Plan. Shares purchased with reinvested dividends shall not be
     restricted.

18.  TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors of the
     Company may amend, terminate or suspend the Plan at any time, in its sole
     and absolute discretion; provided, however, that to the extent required to
     qualify the Plan under Rule 16b-3, no amendment that would (a) materially
     increase the number of shares of Stock that may be issued under the Plan,
     (b) materially modify the requirements as to eligibility for participation
     in the Plan, or (c) otherwise materially increase the benefits accruing to
     Participants under the Plan shall be made without the approval of the
     Company's stockholders.

19.  WRITTEN AGREEMENT. Each Option or restricted stock granted hereunder shall
     be embodied in a written agreement, which shall be subject to the terms and
     conditions prescribed above and shall be signed by the Participant and by
     the Chairman of the Board, the Vice Chairman, the President or any Vice
     President of the Company for and in the name and on behalf of the Company.
     Stock awards granted hereunder may be embodied in such a written agreement.
     Such an Option, stock award or restricted stock agreement shall contain
     such other provisions as the Committee in its discretion shall deem
     advisable.

20.  INDEMNIFICATION OF COMMITTEE. The Company shall indemnify each present and
     future member of the Committee against, and each member of the Committee
     shall be entitled without further act on his part to indemnity from the
     Company for, all expenses (including the amount of judgments and the amount
     of approved settlements made with a view to the curtailment of costs of
     litigation, other than amounts paid to the Company itself) reasonably
     incurred by him in connection with or arising out of any action, suit or
     proceeding in which he may be involved by reason of his being or having
     been a member of the Committee, whether or not he continues to be such
     member of the Committee at the time of incurring such expenses; provided,
     however, that such indemnity shall not include any expenses 

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     incurred by any such member of the Committee (a) in respect of matters as
     to which he shall be finally adjudged in any such action, suit or
     proceeding to have been guilty of gross negligence or willful misconduct in
     the performance of his duty as such member of the Committee, or (b) in
     respect of any matter in which any settlement is effected, to an amount in
     excess of the amount approved by the Company on the advice of its legal
     counsel; and provided further, that no right of indemnification under the
     provisions set forth herein shall be available to or enforceable by any
     such member of the Committee unless, within sixty (60) days after
     institution of any such action, suit or proceeding, he shall have offered
     the Company, in writing, the opportunity to handle and defend same at its
     own expense. The foregoing right of indemnification shall inure to the
     benefit of the heirs, executors or administrators of each such member of
     the Committee and shall be in addition to all other rights to which such
     member of the Committee may be entitled as a matter of law, contract, or
     otherwise.

21.  ADOPTION, APPROVAL AND EFFECTIVE DATE OF PLAN. The Plan shall be considered
     adopted and shall become effective on the date the Plan is approved by the
     Board of Directors of the Company; provided, however, that the Plan and any
     grants of Options, stock awards or restricted stock grants thereunder,
     shall be void, if the stockholders of the Company shall not have approved
     adoption of the Plan within twelve months after such effective date.

22.  GOVERNING LAW. This Plan and all determinations made and actions taken
     pursuant hereto shall be governed by the laws of the State of Delaware,
     without reference to principles of conflict of laws, and shall be construed
     accordingly.

23.  COMPLIANCE WITH SEC REGULATIONS. It is the Company's intent that the Plan
     comply in all respects with Rule 16b-3, and any successor rule pursuant
     thereto. If any provision of this Plan is later found not to be in
     compliance with the Rule, the provision shall be deemed null and void. All
     grants of Options and Stock and all exercises of Options under this Plan
     shall be executed in accordance with the requirements of Section 16 of the
     Securities Exchange Act of 1934, as amended, and any regulations
     promulgated thereunder.


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