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                                                                    Exhibit 10.3

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                                JENNY CRAIG, INC.

                   AMENDED AND RESTATED 1991 STOCK OPTION PLAN


1.    Purposes

      The purposes of the Jenny Craig, Inc. 1991 Stock Option Plan (the "Plan")
are to enable Jenny Craig, Inc. ("Jenny Craig") and its subsidiaries to attract,
retain and motivate the best qualified personnel and to create a long-term
mutuality of interest between the key personnel and the shareholders of Jenny
Craig by granting them options to purchase Jenny Craig stock.


2.    Definitions

      Unless the context requires otherwise, the following words as used in the
Plan shall have the meanings ascribed to each below, it being understood that
masculine, feminine and neuter pronouns are used interchangeably, and that each
comprehends the others.

       (a) "Advisory Board" shall mean the Advisory Board of Jenny Craig.

       (b) "Board" shall mean the Board of Directors of Jenny Craig.

       (c) "Committee" shall mean such committee, if any, appointed by the Board
to administer the Plan, consisting of such directors as may be appointed by the
Board, provided that, with respect to grants of Options to non-employee
directors and any action hereunder relating to Options held by non-employee
directors, Committee shall mean the Board, and provided further, if the Board
does not appoint a committee to administer the Plan, "Committee" shall mean the
Board.

       (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

       (e) "Common Stock" shall mean the common stock of Jenny Craig, par value
$.000000005, any common stock into which such common stock may be changed and
any common stock resulting from any reclassification of such common stock.

       (f) "Company" shall mean Jenny Craig and its subsidiaries any of whose
employees are Participants (as hereinafter defined) in this Plan.

       (g) "Fair Market Value" shall mean the value of a share of Common Stock
on a particular date, determined as follows:

              (i) If the Common Stock is listed or admitted to trading on such
      date on the New York Stock Exchange, the mean of the high and low sales
      prices of a Share on such date as reported in the principal consolidated
      transaction reporting system with respect to securities listed or
      admitted to trading on the New York Stock Exchange; or

             (ii) If the Common Stock is not listed or admitted to trading on
      the New York Stock Exchange but is listed or admitted to trading on
      another national exchange, the mean of the high and low sales prices of a
      Share on such date as reported in the principal

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      consolidated transaction reporting system with respect to securities
      listed or admitted to trading on such national exchange; or

            (iii) If the Common Stock is not listed or admitted to trading on
      any national exchange, the mean of the closing bid and asked prices (or,
      if available, the high and low sales prices) of a Share on such date in
      the over-the-counter market, as reported by the National Association of
      Securities Dealers, Inc. Automatic Quotation System, the National
      Quotation Bureau or such other system then in use with regard to the
      Common Stock or, if on such date the stock of the Company is publicly
      traded but not quoted by any such system, the mean of the closing bid and
      asked prices of a Share on such date as furnished by a professional market
      maker making a market in the Common Stock;

             (iv) If in (i), (ii) or (iii) above, as applicable, there were no
      sales on such date reported as provided above, the respective prices on
      the most recent prior day on which a sale of a Share took place; or

              (v) If the Common Stock is not publicly traded, such amount set by
      the Committee in good faith.

       (h) "Minimum Exercise Price" shall mean one hundred percent (100%) of the
Fair Market Value of a Share at the time of the grant of the Option, or the par
value of a Share, whichever is greater.

       (i) "Option" shall mean the right to purchase one Share at a prescribed
purchase price on the terms specified in the Plan.

       (j) "Participant" shall mean a key employee of the Company (who may be,
but need not be, an officer, director and/or member of the Advisory Board of
Jenny Craig), a non-employee director, an Advisory Board member or a consultant
to the Company, who has been granted Options under the Plan.

       (k) "Share" shall mean a share of Common Stock.


      Effective Date

      The effective date of the Plan shall be October 1, 1991.


4.    Administration

       (a) The Plan shall be administered by the Committee. The Committee shall
have full authority to interpret the Plan and all Options granted hereunder; to
establish, amend, and rescind rules for carrying out the Plan; to administer the
Plan; to select employees, directors, consultants and Advisory Board members to
participate in the Plan; to grant Options under the Plan; to determine the
terms, exercise price and form of exercise payment for each Option granted under
the Plan; to determine whether each Option granted under the Plan shall be
intended to qualify as an "incentive stock option" under Section 422A of the
Code; and to make all other determinations and to take all such steps in
connection with the Plan and the Options as the Committee deems necessary or
desirable, all of which shall be in the Committee's sole
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discretion. The Committee shall not be bound to any standards of uniformity or
similarity of action, interpretation or conduct in the discharge of its duties
hereunder, regardless of the apparent similarity of the matters coming before
it. Its determination shall be binding on all parties.

       (b) Any Participant may hold more than one Option under the Plan and
under any other plan pursuant to which stock options, Shares or other incentives
may be granted, issued or paid.

       (c) The Committee may designate the Secretary of Jenny Craig, other
employees of Jenny Craig or competent professional advisors to assist the
Committee in the administration of the Plan, and may grant authority to such
persons to execute agreements or other documents on behalf of the Committee. The
Committee may employ such legal counsel, consultants and agents as it may deem
desirable for the administration of the Plan, and may rely upon any opinion
received from any such counsel or consultant and any computation received from
any such consultant or agent. Expenses incurred by the Committee in the
engagement of such counsel, consultant or agent shall be paid by Jenny Craig.

       (d) No member or former member of the Committee or of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted under it. To the maximum extent permitted by
applicable law, each member or former member of the Committee or of the Board
shall be indemnified and held harmless by Jenny Craig against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of Jenny Craig) arising out of any act
or omission to act in connection with the Plan unless arising out of such
member's or former member's own fraud or bad faith. Such indemnification shall
be in addition to any rights of indemnification the members or former members
may have as directors under applicable law or under the certificate of
incorporation or by-laws of Jenny Craig.

       (e) The Committee shall select one of its members as a Chairman and shall
adopt such rules and regulations as it shall deem appropriate concerning the
holding of its meetings and the transaction of its business. Any member of the
Committee may be removed at any time either with or without cause by resolution
adopted by the Board, and any vacancy on the Committee may at any time be filled
by resolution adopted by the Board.

       (f) All determinations by the Committee shall be made by the affirmative
vote of a majority of its members. Any such determination may be made at a
meeting duly called and held at which a majority of the members of the Committee
were in attendance in person or through telephonic communication. Any
determination set forth in writing and signed by all of the members of the
Committee shall be as fully effective as if it had been made by a majority vote
of the members at a meeting duly called and held.


5.    Shares; Adjustment Upon Certain Events

       (a) Shares to be issued under the Plan shall be made available, at the
discretion of the Board, either from authorized but unissued Shares or from
issued Shares reacquired by Jenny Craig.

       (b) Except as provided in this Section 5, the aggregate number
of Shares that may be
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issued under the Plan shall not exceed 2,500,000 shares. If Options are for any
reason cancelled, or expire or terminate unexercised, the Shares covered by such
Options shall again be available for the grant of Options, subject to the limit
provided by the preceding sentence.

       (c) No fractional Shares will be issued or transferred in the exercise of
any Option. In lieu thereof, Jenny Craig shall pay a cash adjustment equal to
the same fraction of the Fair Market Value of one Share on the date of exercise.

       (d) The existence of the Plan and the Options granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of Jenny
Craig to make or authorize any adjustment, recapitalization, reorganization or
other change in Jenny Craig's capital structure or its business, any merger or
consolidation of Jenny Craig, any issue of bonds, debentures, preferred or prior
preference stocks ahead of or affecting Common Stock, the dissolution or
liquidation of Jenny Craig or any sale or transfer of all or part of its assets
or business, or any other corporate act or proceeding, in which case the
provisions of this Section 5 shall govern outstanding Options.

       (e) The Shares with respect to which Options may be granted are Shares of
Common Stock as presently constituted, but, if and whenever, prior to the
expiration of an Option theretofore granted, Jenny Craig shall effect a
subdivision, recapitalization or consolidation of Shares or the payment of a
stock dividend on Shares without receipt of consideration, the purchase price
per Share and the number and class of Shares and/or other securities with
respect to which such Option thereafter may be exercised, and the total number
and class of Shares and/or other securities that may be issued under this Plan,
shall be proportionately adjusted.

       (f) If Jenny Craig merges or consolidates with one or more corporations,
then from and after the effective date of such merger or consolidation, upon
exercise of an Option theretofore granted the Participant shall be entitled to
purchase under such Option, in lieu of the number of Shares as to which such
Option shall then be exercisable but on the same terms and conditions of
exercise set forth in such Option, the number and class of Shares and/or other
securities or property (including cash) to which the Participant would have been
entitled pursuant to the terms of the agreement of merger or consolidation if,
immediately prior to such merger or consolidation, the Participant had been the
holder of record of the total number of Shares receivable upon exercise of such
Option (whether or not then exercisable) had such merger or consolidation not
occurred.

       (g) If, as a result of any adjustment made pursuant to the preceding
paragraphs of this Section 5, any Participant shall become entitled upon
exercise of an Option to receive any securities other than Common Stock, then
the number and class of securities so receivable thereafter shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock set forth in this
Section 5.

       (h) Except as hereinbefore expressly provided, the issuance by Jenny
Craig of shares of stock of any class, or securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or other securities, and in any case whether or not for
fair value, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number and class of Shares and/or other securities or
property subject to Options theretofore granted
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or the purchase price per Share.

       (i) Notwithstanding any provision of this Section 5 to the contrary, if
authorized but previously unissued Shares are issued under the Plan, such Shares
shall not be issued for a consideration less than their par value.


6.    Awards and Terms of Options

       (a) Grant. The Committee may grant Options not intended to be "incentive
stock options" within the meaning of section 422A of the Code to key employees,
Advisory Board members and consultants to the Company, and may grant "incentive
stock options" to key employees. The Board may grant Options not intended to be
"incentive stock options" within the meaning of Section 422A of the Code to
non-employee directors. Additionally, without further action by the Board, the
Committee or the stockholders of Jenny Craig, each non-employee director on the
date immediately prior to the effective date of Jenny Craig's initial public
offering of its common stock, and each person who becomes a non-employee
director thereafter and prior to November 1, 1996 shall automatically receive,
(x) a one-time grant, effective on the date immediately prior to the effective
date of such public offering or, if later, on the date of such person becoming a
director, of Options to purchase 5,000 Shares, and (y) an annual grant, on each
anniversary of the initial grant for so long as such person continues to be a
director, of Options to purchase 500 Shares. Options shall be evidenced by
Option agreements in such form not inconsistent with the Plan as the Committee
shall approve from time to time, which agreements shall contain in substance the
following terms and conditions:

              (i) Exercise Price. The purchase price per Share deliverable upon
      the exercise of an Option shall be determined by the Committee, but shall
      not be less than the Minimum Exercise Price. For Options received by
      non-employee directors pursuant to the second sentence of Section 6(a),
      the purchase price per Share deliverable upon the exercise of an Option
      shall be the Minimum Exercise Price.

             (ii) Number of Shares. The Option agreement shall specify the
      number of Options granted to the Participant, as determined by the
      Committee or as set forth in the second sentence of this Section 6(a) with
      respect to options granted pursuant to such sentence. The maximum number
      of Options that may be granted under the Plan during any calendar year to
      any Participant shall not exceed 200,000 Options, provided however that if
      the Company grants to any Participant during any calendar year less than
      200,000 Options or does not grant any Options during any calendar year to
      such Participant, then the amount of such shortfall shall be carried
      forward and added to the maximum number of Options which may be granted in
      a subsequent year to such Participant. If some of the Options held by a
      Participant are exercised, any unexercised Options held by such
      Participant shall remain outstanding and shall be or become exercisable
      according to their respective terms.

            (iii) Period of Exercisability. Except as otherwise provided in the
      Plan or as otherwise determined by the Committee, no Option granted under
      the Plan shall become exercisable earlier than the expiration of six (6)
      months after the date of grant and each Option shall be exercisable after
      the expiration of such period. The Committee may prescribe shorter or
      longer time periods, periods of partial exercisability and additional
      requirements or conditions with respect to the exercise of Options in the
      Option agreement and may provide, either at the time of grant or
      thereafter, for the acceleration of an Option;
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      provided, however, that no Option shall be exercisable after the
      expiration of ten (10) years from the date of grant. Except as hereinafter
      provided, or as provided in the Participant's Option agreement, or as may
      be determined by the Committee, Options granted to any Participant may be
      exercised only during the continuance of that Participant's employment by
      the Company, service on the Board or Advisory Board or service as a
      consultant to the Company.

       (b) Procedure for Exercise. A Participant electing to exercise one or
more Options shall give written notice to the Chief Financial Officer of Jenny
Craig of such election and of the number of Options the Participant has elected
to exercise. Shares purchased pursuant to the exercise of Options shall be paid
for at the time of exercise in cash, by the delivery of unencumbered Shares
owned by the Participant (provided that such Shares have been owned by the
Participant for such period as is required by applicable accounting standards to
avoid a charge to earnings), or on such other terms and conditions as may be
acceptable to the Committee and in accordance with Delaware law. Upon receipt of
payment, Jenny Craig shall deliver to the Participant as soon as practicable a
certificate or certificates for the Shares then purchased.

       (c) Expiration and Cancellation. If not previously exercised, each Option
shall expire upon the tenth (10th) anniversary of the date of the grant thereof
or upon the earlier termination of the Participant's employment by the Company,
service on the Board or Advisory Board or service as a consultant to the
Company, except as otherwise provided by Section 7 of the Plan.


7.    Effect of Termination of Employment or Other Service

       (a) By Reason of the Participant's Death. Except as otherwise provided in
the Participant's Option agreement, if the Participant dies while an employee of
the Company or while serving as a consultant to the Company, all outstanding
Options not exercised by the Participant prior to death shall become immediately
exercisable by the Participant's estate or by the person given authority to
exercise such Options by the Participant's will or by operation of law. Unless
otherwise specified in the Option Agreement, such Options shall remain
exercisable for a period of one (1) year from the date of the Participant's
death; provided, however, that no Option may be exercised more than ten (10)
years from the date of grant.

       (b) By Reason of the Participant's Retirement or Disability. Except as
otherwise provided in the Participant's Option agreement, if a Participant
retires at or after age 65 (or, with the consent of the Committee, before age
65), or if a Participant's employment with, or service as a consultant to, the
Company terminates due to disability (within the meaning of section 105(d)(4) of
the Code), all outstanding Options not exercised by the Participant prior to the
termination of his employment or service as a consultant shall immediately
become exercisable. Unless otherwise specified in the Option agreement, all such
Options shall remain exercisable for a period of one (1) year from the date of
termination of the Participant's employment or service as a consultant, except
that Options intended to qualify as incentive stock options may be exercised
only for a period of three (3) months after termination of employment due to
retirement; provided, however, that no Option may be exercised more than ten
(10) years after the date of the grant thereof.

       (c) By Reason of Other Separation from Service. Except as otherwise
provided in the Participant's Option agreement, if a Participant's employment or
service as a consultant is
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terminated for cause (as hereinafter defined) or is terminated by the
Participant in violation of an agreement between the Participant and the
Company, or if it is discovered after his separation from service that he had
engaged in conduct that would have justified termination of his employment or
service as a consultant for cause, all unexercised and outstanding Options held
by the Participant shall immediately be cancelled. Termination shall be deemed
to be for "cause" if (i) the Participant shall have committed fraud or any
felony in connection with the Participant's duties as an employee of, or
consultant to, the Company, or willful misconduct or the commission of any other
act which causes or may reasonably be expected to cause substantial economic or
reputational injury to the Company, or (ii) such termination is or would be
deemed to be for cause under any employment or consulting agreement between the
Company and the Participant. Unless otherwise specified in the Option agreement,
upon any termination of employment, or service as a consultant, not governed by
the preceding portion of this Section 7(c) or by Sections 7(a) or 7(b) hereof,
all outstanding Options not exercised by the Participant prior to the
termination of his employment, or service as a consultant, shall remain
exercisable (to the extent exercisable by him immediately before such
separation) for a period of three (3) months after such separation; provided,
however, that (i) except as otherwise provided in the Participant's Option
Agreement, or as otherwise determined by the Committee, no Options that were not
exercisable during the period of the Participant's employment, or service as a
consultant, shall thereafter become exercisable and (ii) no such Option may be
exercised more than ten (10) years after the date of the grant.

       (d) Termination of Other Service. If a non-employee Participant's service
as a member of the Board or the Advisory Board is terminated because of death,
retirement, disability or other reason, any outstanding Options not exercised by
the Participant prior to such termination shall become immediately exercisable
by the Participant (or, in the case of death, by the Participant's estate or by
the person given authority to exercise such Options by the Participant's will or
by operation of law), and such Options shall remain exercisable for a period of
one (1) year from the date of termination of service; provided, however, that no
Option may be exercised more than ten (10) years from the date of grant.


8.    Nontransferability of Options

      No Option shall be transferable by the Participant otherwise than by will
or under applicable laws of descent and distribution. In addition, no Option
shall be assigned, negotiated, pledged, or hypothecated in any way (whether by
operation of law or otherwise), and no Option shall be subject to execution,
attachment or similar process. Upon any transfer, assignment, negotiation,
pledge or hypothecation of any Option, or in the event of any levy upon any
Option by reason of any execution, attachment or similar process, contrary to
the provisions hereof, such Option shall immediately become null and void.


9.    Rights as a Stockholder

      A Participant (or a permitted transferee of an Option) shall have no
rights as a stockholder with respect to any Shares covered by his Option until
he shall have become the holder of record of such Share(s), and no adjustments
shall be made for dividends in cash or other property or distributions or other
rights in respect to any such Shares, except as otherwise specifically provided
for in this Plan.
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10.   Determinations

      Each determination, interpretation or other action made or taken pursuant
to the provisions of this Plan by the Board or Committee shall be final and
binding for all purposes and upon all persons, including, without limitation,
the Participants, the Company, the directors, officers, employees and members of
the Advisory Board of the Company, and their respective heirs, executors,
administrators, personal representatives and other successors in interest.


11.   Termination, Amendment and Modification

       (a) The Plan shall terminate at the close of business on August 28, 2001,
unless terminated sooner as hereinafter provided, and no Option shall be granted
under the Plan thereafter. The termination of the Plan shall not terminate any
outstanding Options which by their terms continue beyond the termination date of
the Plan. At any time prior to that date, the Board may terminate the Plan or
suspend the Plan in whole or in part, or amend the Plan. Notwithstanding the
foregoing, however, no such action may, without the approval of the stockholders
of Jenny Craig, increase the total number of Shares which may be acquired upon
exercise of Options granted under the Plan; reduce the Minimum Exercise Price at
which any Option may be exercised below the Minimum Exercise Price; change the
class of persons eligible to be Participants; or, unless no longer required as a
condition of compliance with the requirements of Rule 16b-3, change the number
of Options to be granted to non-employee directors, or materially increase the
benefits accruing to non-employee directors hereunder.

       (b) Nothing contained in this Section 11 shall be deemed to prevent the
Board or the Committee from authorizing amendments of outstanding Options of
Participants including, without limitation, the reduction of the exercise price
specified therein (or the granting or issuance of new Options at a lower
exercise price upon cancellation of outstanding Options), so long as all Options
outstanding at any one time shall not call for issuance of more Shares than the
remaining number provided for under the Plan and so long as the provisions of
any amended Options would have been permissible under the Plan if such Option
had been originally granted or issued as of the date of such amendment with such
amended terms. Notwithstanding anything to the contrary contained in this
Section 11, no termination, amendment, or modification of the Plan may, without
the consent of the Participant or the transferee of his Option, alter or impair
the rights and obligations arising under any then outstanding Option.


12.   Non-Exclusivity

      Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of Jenny Craig for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting or issuance of Options, Shares and/or other incentives otherwise than
under the Plan, and such arrangements may be either generally applicable or
limited in application.


13.   Use of Proceeds

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      The proceeds of the sale of Shares subject to Options under the Plan are
to be added to the general funds of Jenny Craig and used for its general
corporate purposes as the Board shall determine.


14.   General Provisions

       (a) The Plan shall not impose any obligations on the Company to continue
the employment of, or retain in any other capacity, any Participant, nor shall
it impose any obligation on the part of any Participant to remain in the employ
of, or in any other capacity with the Company.

       (b) If the Board determines that the law so requires, the holder of an
Option granted hereunder shall, upon any exercise or conversion thereof, execute
and deliver to Jenny Craig a written statement, in form satisfactory to Jenny
Craig, representing and warranting that he is purchasing or accepting the Shares
then acquired for his own account and not with a view to the resale or
distribution thereof, that any subsequent offer for sale or sale of any such
Shares shall be made either pursuant to (i) a Registration Statement on an
appropriate form under the Securities Act of 1933, as amended, which
Registration Statement shall have become effective and shall be current with
respect to the Shares being offered and sold, or (ii) a specific exemption from
the registration requirements of said Act, and that in claiming such exemption
the holder will, prior to any offer for sale or sale of such Shares, obtain a
favorable written opinion from counsel approved by Jenny Craig as to the
availability of such exception.

       (c) Nothing contained in the Plan and no action taken pursuant to the
Plan (including, without limitation, the grant of any Option thereunder) shall
create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company and any Participant or the executor,
administrator or other personal representative, or designated beneficiary of
such Participant, or any other persons. If and to the extent that any
Participant or his executor, administrator, or other personal representative, as
the case may be, acquires a right to receive any payment from the Company
pursuant to the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company.


15.   Issuance of Stock Certificates, Legends and Payment of Expenses

       (a) Upon any exercise of an Option and payment of the exercise price as
provided in such Option, a certificate or certificates for the Shares as to
which such Option has been exercised shall be issued by Jenny Craig in the name
of the person or persons exercising such Option and shall be delivered to or
upon the order of such person or persons.

       (b) Certificates for Shares issued upon exercise of an Option shall bear
such legend or legends as the Board, in its discretion, determines to be
necessary or appropriate to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act of 1933, as amended,
or to implement the provisions of any agreements between the Company and the
Participant with respect to such Shares.

       (c) Jenny Craig shall pay all issue or transfer taxes with respect to the
issuance or transfer of Shares, as well as all fees and expenses necessarily
incurred by Jenny Craig in connection
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with such issuance or transfer and with the administration of the Plan.


16.   Listing of Shares and Related Matters

      If at any time the Board shall determine in its sole discretion that the
listing, registration or qualification of the Shares covered by the Plan upon
any national securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the award or sale of Shares
under the Plan, no Shares will be delivered unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained, or otherwise provided for, free of any conditions not acceptable to
the Board.


17.   Withholding Taxes

      The Company shall have the right to deduct withholding taxes from any
payments made pursuant to the Plan, or to make such other provisions as it deems
necessary or appropriate to satisfy its obligations to withhold federal, state
or local income or other taxes incurred by reason of the exercise of Options or
the issuance of Shares or payments under the Plan, including requiring a
Participant exercising an Option granted hereunder to reimburse the Company for
any taxes required to be withheld or otherwise deducted and paid by the Company
in respect of the Option exercise or the issuance of Shares pursuant thereto. In
lieu thereof, the Company shall have the right to withhold the amount of such
taxes from any other sums due or to become due from the Company to the
Participant upon such terms and conditions as the Company may prescribe.


18.   Notices

      Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing to him of notices and the
delivery to him of agreements, Shares and payments. Any notices required or
permitted to be given shall be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until the Participant furnishes the
proper address.


19.   Severability of Provisions

      If any provisions of the Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions of the
Plan, and the Plan shall be construed and enforced as if such provisions had not
been included.


20.   Payment to Minors and Others, Etc.

      Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such

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payment shall fully discharge the Committee, the Company and their employees,
agents and representatives with respect thereto.


21.   Headings and Captions

      The headings and captions herein are provided for reference and
convenience only. They shall not be considered part of the Plan and shall not be
employed in the construction of the Plan.


22.   Controlling Law

      The Plan shall be construed and enforced according to the laws of the
State of California.