EXHIBIT 10.13

                         AMENDED AND RESTATED 1998 STOCK
                     OPTION PLAN OF MANUGISTICS GROUP, INC.

     1.   PURPOSE.

     The  purposes  of the 1998 Stock  Option Plan (the  "Plan") of  Manugistics
Group,  Inc. (the "Company") are to advance the interests of the Company and its
shareholders by strengthening the ability of the Company to attract,  retain and
reward highly qualified  officers and other employees,  to motivate officers and
other selected employees to achieve business  objectives  established to promote
the long-term growth, profitability and success of the Company, and to encourage
ownership of the Common Stock of the Company by participating officers and other
selected  employees.  The Plan  authorizes  incentive  and  non-qualified  stock
options.  In  addition,  the Plan is  intended  as an  additional  incentive  to
directors of the Company who are not employees of the Company or an Affiliate to
serve on the Board of Directors and devote  themselves to the future  success of
the Company by providing  them with an  opportunity to acquire or increase their
proprietary  interest in the  Company  through the receipt of options to acquire
Common Stock.  The Plan is also intended as an additional  incentive to selected
consultants to the Company to devote themselves to the success of the Company by
providing them with similar benefits.

     2.   DEFINITIONS.

     "Board of Directors" means the Board of Directors of the Company.

     "Code"  means the Internal  Revenue Code of 1986,  as amended and in effect
from time to time, or any successor statute thereto, together with the published
rulings, regulations and interpretations duly promulgated thereunder.

     "Committee"  means the committee of the Board of Directors  established and
constituted as provided in Section 5 of the Plan.

     "Common Stock" means the common stock,  $.002 par value of the Company,  or
any security issued by the Company in  substitution  or exchange  therefor or in
lieu thereof.

     "Company" means Manugistics  Group,  Inc., a Delaware  corporation,  or any
successor corporation.

     "Employee" means any employee, including any officer of the Company, who is
on the active payroll of the Company or a Subsidiary at the relevant time.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended and in
effect time to time, including all rules and regulations promulgated thereunder.

     "Fair  Market  Value"  means  in  respect  of any  date on or as of which a
determination  thereof is being or to be made,  the  average of the high and low
per share sale  prices of the Common  Stock  reported on the NASDAQ  System,  or
other established stock exchange on which the

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Common Stock is then traded.

     "Incentive  Stock  Option"  means any option to  purchase  shares of Common
Stock  granted  pursuant  to the  provisions  of  Section  6 of the Plan that is
intended to be and is  specifically  designated as an  "incentive  stock option"
within the meaning of Section 422 of the Code.

     "Non-Qualified  Stock Option" means any option to purchase shares of Common
Stock  granted  pursuant  to the  provisions  of  Section  6 of the Plan that is
designated as a non-qualified option.

     "Participant" means any Employee,  non-employee  director of, or consultant
to, the Company or a Subsidiary who receives a Stock Option under the Plan.

     "Plan"  means  this 1998 Stock  Option  Plan of the  Company,  as set forth
herein and as hereafter  amended from time to time in accordance  with the terms
hereof.

     "Stock  Option" means and includes any  Non-Qualified  Stock Option and any
Incentive Stock Option granted pursuant to Section 6 of the Plan.

     "Subsidiary" means the definition set forth in Section 424(f) of the Code.

     3.   EFFECTIVE DATE; TERM.

     (a)  EFFECTIVE  DATE.  The Plan shall be effective  on July 24, 1998,  upon
approval  by the  shareholders  of the  Company  at the 1998  annual  meeting of
shareholders of the Company or any adjournments thereof.

     (b) TERM. The Plan shall remain in effect until July 23, 2008 unless sooner
terminated by the Board of Directors.  Termination  of the Plan shall not affect
grants then outstanding.

     4.   SHARES OF COMMON STOCK SUBJECT TO PLAN.

     (a) MAXIMUM  NUMBER OF SHARES  AVAILABLE FOR ISSUANCE  UNDER THE PLAN.  The
maximum  aggregate number of shares of Common Stock which may be issued pursuant
to the Plan,  subject to  adjustment  as provided  in Section  4(b) of the Plan,
shall be two million  thirty seven  thousand nine hundred  (2,237,900)  (or such
lesser  number  equal  to the  sum  of all  available  shares  under  all of the
Company's  existing Stock Option Plans on the date prior to the adoption of this
Plan by the shareholders, excluding the Company's Employee Stock Purchase Plan),
plus any shares of Common Stock issued under the Plan that are forfeited back to
the Company or are canceled pursuant to the terms of any option grant agreement.
The shares of Common Stock which may be issued under the Plan may be  authorized
and unissued  shares or issued shares which have been reacquired by the Company.
No fractional shares of the Common Stock shall be issued under the Plan.

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     (b)  ADJUSTMENTS  UPON  CHANGES IN CAPITAL  STRUCTURE.  In the event of any
change in the capital  structure,  capitalization or Common Stock of the Company
such as a stock dividend, stock split, recapitalization,  merger, consolidation,
split-up, combination or exchange of shares or other form of reorganization,  or
any other change affecting the Common Stock, such proportionate  adjustment,  if
any, as the Board of Directors in its discretion may deem appropriate to reflect
such change shall be made with  respect to: (i) the maximum  number of shares of
Common Stock which may be issued pursuant to the Plan; (ii) the number of shares
of Common Stock subject to any outstanding  Stock Option made to any Participant
under the Plan; (iii) the per share exercise price in respect of any outstanding
Stock  Options;  (iv) the number of shares of Common Stock which are the subject
of grants then  outstanding  under the Plan; and (v) any other term or condition
of any grant  affected by any such change,  subject to the provisions of Section
8(a) below.

     5.   ADMINISTRATION.

     (a) THE COMMITTEE.  The Plan shall be  administered  by the Committee to be
appointed  from time to time by the Board of Directors and comprised of not less
than two of the  then  members  of the  Board  of  Directors,  each of whom is a
"Non-Employee  Director"  within the meaning of Rule 16(b)-3  under the Exchange
Act (or has  similar  status  under any  successor  provision)  and as  "outside
directors"  within the  meaning of  Section  162(m) of the Code.  Members of the
Committee  shall serve at the pleasure of the Board of  Directors.  The Board of
Directors  may from time to time  remove  members  from,  or add  members to the
Committee.  A majority of the members of the Committee shall constitute a quorum
for the  transaction  of  business  and the acts of a  majority  of the  members
present at any  meeting  at which a quorum is  present  shall be the acts of the
Committee. Any one or more members of the Committee may participate in a meeting
by conference telephone or similar means where all persons  participating in the
meeting can hear and speak to each other, which  participation  shall constitute
presence in person at such meeting.  Action approved in writing by a majority of
the members of the Committee  then serving shall be fully as effective as if the
action had been taken by unanimous  vote at a meeting duly called and held.  The
Company shall issue Stock  Options  under the Plan in accordance  with the terms
and conditions  specified by the Committee,  which terms and conditions shall be
set forth in grant  agreements  and/or  other  instruments  in such forms as the
Committee shall approve.

     (b) COMMITTEE POWERS.  The Committee shall have full power and authority to
operate and administer the Plan in accordance with its terms.  The powers of the
Committee include, but are not limited to, the power to: (i) select Participants
from  among  the  Employees  and  non-employee  Directors  of  the  Company  and
Subsidiaries;  (ii) establish the types of, and the terms and conditions of, all
grants  of  Stock  Options  made  under  the  Plan,  subject  to any  applicable
limitations  set forth in, and  consistent  with the express  terms of the Plan;
(iii) make grants of Stock Options  subject to and  consistent  with the express
provisions of the Plan; (iv) prescribe the form or forms of grant agreements and
other  instruments  evidencing grants under the Plan; (v) construe and interpret
the Plan and make any  determination  of fact  incident to the  operation of the
Plan; (vi) promulgate,  amend and rescind rules and regulations  relating to the
implementation,  operation  and  administration  of the Plan;  (vii)  adopt such
modifications,  procedures  and subplans as may be necessary or  appropriate  to
comply  with  the  laws of other  countries  with  respect  to  Participants  or
prospective  Participants  employed in such other  countries;  (viii) modify the
terms of outstanding

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Stock  Options,  except  that,  without  the  consent of the  optionee,  no such
modification  may impair the rights  granted under any such Stock  Option;  (ix)
delegate to other persons the  responsibility  for performing  administrative or
ministerial  acts in furtherance of the Plan; (x) engage the services of persons
and  firms,  including  banks and  consultants,  in  furtherance  of the  Plan's
activities; and (xi) make all other determinations and take all other actions as
the  Committee  may deem  necessary  or  advisable  for the  administration  and
operation of the Plan.

     (c) COMMITTEE'S  DECISIONS FINAL. Any determination,  decision or action of
the   Committee   in   connection   with   the   construction,   interpretation,
administration or application of the Plan, and of any grant agreement,  shall be
final,  conclusive and binding upon all  Participants,  and all persons claiming
through Participants, affected thereby.

     (d)  INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other rights
of  indemnification  as they may have as members of the Board or the  Committee,
the members of the Committee  shall be  indemnified  by the Company  against all
costs and expenses  reasonably  incurred by them in connection  with any action,
suit or  proceeding  to which  they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan or any Stock
Option  granted  under  the  Plan,  and  against  all  amounts  paid  by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any  such  action,  suit or  proceeding;  provided,  however,  that  any such
Committee  member shall be entitled to the  indemnification  rights set forth in
this  Section  5(d) only if such  member has acted in good faith and in a manner
that  such  member  reasonably  believed  to be in or not  opposed  to the  best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable  cause to believe that such conduct was unlawful,  and further
provided  that upon the  institution  of any such action,  suit or  proceeding a
Committee   member  shall  give  the  Company  written  notice  thereof  and  an
opportunity  to  handle  and  defend  the  same  before  such  Committee  member
undertakes to handle and defend it on his own behalf.

     6.   STOCK OPTIONS.

     (a) IN GENERAL.  Options to purchase  shares of Common Stock may be granted
under  the  Plan and may be  Incentive  Stock  Options  or  Non-Qualified  Stock
Options.  All Stock Options shall be subject to the terms and conditions of this
Section  6  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent  with the express  provisions of the Plan,  as the Committee  shall
determine.  Any option  intended to qualify as an  Incentive  Stock Option shall
contain all of the terms required by the Code in order to receive  favorable tax
treatment under the Code.

     (b) ELIGIBILITY AND  LIMITATIONS.  Any officer of the Company and any other
Employee  of the  Company or a  Subsidiary  may be granted  Stock  Options.  The
Committee  shall  determine,  in its  discretion,  the  Employees  to whom Stock
Options will be granted,  the timing of such grants, and the number of shares of
Common  Stock  subject  to each Stock  Option  granted;  provided,  that (i) the
maximum  number of shares of Common Stock in respect of which Stock  Options may
be granted to any Employee during any calendar year shall be 250,000 and (ii) in

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respect of Incentive Stock Options,  the aggregate Fair Market Value (determined
as of the date the  Incentive  Stock  Option is granted) of the shares of Common
Stock with respect to which an Incentive  Stock Option becomes  exercisable  for
the first  time by a  Participant  during  any  calendar  year  shall not exceed
$100,000,  or such other limit as may be required by the Code,  except that, any
portion of any  Incentive  Stock Option that cannot be exercised as such because
of this  limitation  shall  automatically  be converted  into and exercised as a
Non-Qualified Stock Option.

     (c)  OPTION  EXERCISE  PRICE.  The per share  exercise  price of each Stock
Option  granted under the Plan shall be determined by the Committee  prior to or
at the time of grant,  but in no event shall the per share exercise price of any
Stock  Option be less than 100% of the Fair Market  Value of the Common Stock on
the date of the grant of such Stock Option, unless otherwise required by law.

     (d)  OPTION  TERM.  The  term of each  Stock  Option  shall be fixed by the
Committee;  except that in no event shall the term of any Incentive Stock Option
exceed ten years after the date such Incentive Stock Option is granted.

     (e)  EXERCISABILITY.  A Stock Option shall be  exercisable  at such time or
times and subject to such terms and  conditions  as shall be  determined  by the
Committee  at the date of grant.  No Stock  Option may be  exercised  unless the
holder  thereof  is at the  time of  such  exercise  an  Employee  and has  been
continuously  an Employee  since the date such Stock Option was granted,  except
that the  Committee  may permit the  exercise of any Stock Option for any period
following  the  Participant's  termination  of  employment  not in excess of the
original term of the Stock Option on such terms and  conditions as it shall deem
appropriate. In the case of any option subject to any vesting requirements,  the
Committee may provide for the  acceleration of the time at which such option may
be  exercised.  Notwithstanding  anything to the contrary in this Plan or in any
Stock Option,  if an Employee is terminated  involuntarily  without cause within
one year  after a  consolidation  or  merger  in which  the  Company  is not the
surviving  corporation,  all unexpired Stock Options held by such Employee shall
be exercisable for a period of ninety (90) days after such  termination,  but in
no event after the original  expiration  date set forth in the applicable  Stock
Option.

     (f) METHOD OF  EXERCISE.  A Stock Option may be  exercised,  in whole or in
part as to a minimum  of 50 shares  or,  if  fewer,  the total  number of shares
subject to the Stock Option, by giving written notice of exercise to the Company
specifying  the number of shares of Common  Stock to be  purchased.  Such notice
shall be accompanied by payment in full of the purchase price, plus any required
withholding  taxes,  in cash or, if permitted by the terms of the related  grant
agreement or otherwise approved in advance by the Committee, in shares of Common
Stock  already owned by the  Participant  valued at the Fair Market Value of the
Common  Stock  on  the  date  of  exercise.   The   Committee  may  also  permit
Participants,  either on a  selective  or  aggregate  basis,  to  simultaneously
exercise  Stock  Options and sell the shares of Common  Stock  thereby  acquired
pursuant  to a  brokerage  or  similar  arrangement  approved  in advance by the
Committee and to use the proceeds  from such sale to pay the exercise  price and
withholding taxes.

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     (g) STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS.

          (i) On the  date  of an  Annual  Meeting  of  the  Shareholders,  each
     director  who  is  not  an  employee  of  the  Company   shall   receive  a
     Non-Qualified  Stock  Option to  purchase  shares of the Common  Stock at a
     price  per share as  determined  in  Section  6(c)  above in the  following
     amounts:  16,000 shares after the first Annual  Meeting at which a director
     is initially  elected to the Board and 16,000 shares at each Annual Meeting
     thereafter,  so long as the  director  remains a member of the  Board.  Any
     director  who is  elected  to the  Board at any time  other  than an Annual
     Meeting will receive a percentage of the annual grant on the date of his or
     her election based on the number of fiscal quarters ending from the date of
     the appointment or election until the next Annual Meeting of  Shareholders.
     Each  Non-Qualified  Stock Option  received by a director  pursuant to this
     Section  6(g)(i) shall vest quarterly over a four year period and therefore
     become  exercisable in 16 equal installments each calendar quarter from the
     date the  Non-Qualified  Stock Option is granted.  Any director leaving the
     Board prior to the quarterly  vesting date of a Non-Qualified  Stock Option
     grant shall forfeit the unvested  portion of any such  Non-Qualified  Stock
     Option grant, unless the exception contained in Section 6(g)(v) applies.

          (ii) On January 13, 2000,  each director who is not an employee of the
     Company  and who is  presently  serving  as a  director  on such date shall
     receive an additional  Non-Qualified  Stock Option to purchase 8,000 shares
     of the Common  Stock at a price per share as  determined  in  Section  6(c)
     above.  Each additional  Non-Qualified  Stock Option received by a director
     pursuant to this Section  6(g)(ii)  shall vest  quarterly  over a four year
     period and  therefore  become  exercisable  in 16 equal  installments  each
     calendar quarter from the date the additional Non-Qualified Stock Option is
     granted. Any director leaving the Board prior to the quarterly vesting date
     of an  additional  Non-Qualified  Stock  Option  grant  shall  forfeit  the
     unvested portion of any such additional  Non-Qualified  Stock Option grant,
     unless the exception contained in Section 6(g)(v) applies.

          (iii) In  addition  to the  Non-Qualified  Stock  Option  pursuant  to
     Section  6(g)(i)  above,  any director who is newly elected or appointed to
     the Board will receive an additional  Non-Qualified  Stock  Option,  at the
     sole discretion of the Board, to purchase up to 16,000 shares of the Common
     Stock at a price  per share as  determined  in  Section  6(c)  above.  Each
     Non-Qualified  Stock Option received by a director pursuant to this Section
     6(g)(iii)  shall vest and  become  exercisable  with  respect to 25% of the
     shares  subject to the additional  Non-Qualified  Stock Option one calendar
     year from the date the  additional  Non-Qualified  Stock Option is granted.
     The remaining  75% of the shares  subject to the  additional  Non-Qualified
     Stock  Option  shall  vest and  become  exercisable  in equal  installments
     quarterly over the following 12 calendar quarters. Any director leaving the
     Board  prior to the  annual  or  quarterly  vesting  date of an  additional
     Non-Qualified  Stock Option grant shall forfeit the unvested portion of any
     such  additional  Non-

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     Qualified  Stock Option grant,  unless the  exception  contained in Section
     6(g)(v) applies.

          (iv) If the  director's  term in office is  terminated by the death of
     the director,  the executor or administrator of the director's estate shall
     have the right to exercise with respect to all or any part of the number of
     shares which were vested on the date of death,  within one year of the date
     of the death of the director.

          (v) Any  director  asked to resign  from the  Board,  except for Cause
     (defined below), or not nominated for election to an additional term on the
     Board, except for Cause (defined below),  shall retain the unvested portion
     of his or her Non-Qualified Stock Option grants,  subject to their original
     vesting schedule.  Cause shall be defined as a good faith  determination by
     the Board that the director, in or related to the performance of his or her
     duties, has not acted in good faith and in a manner to be in or not opposed
     to the best interests of the Company.

          Notwithstanding   anything  contained  herein  to  the  contrary,   no
     Non-Qualified  Stock Option shall be  exercisable  following ten (10) years
     from the date the Non-Qualified Stock Option is granted.

     (h) STOCK OPTIONS TO  CONSULTANTS.  The  Committee may grant  Non-Qualified
Stock Options to  consultants to the Company on such terms and conditions as are
determined  by the  Committee,  generally  similar  to those set forth  above in
Sections  6(a) through  6(f),  except that any  restrictions  required to be set
forth only in Stock Options to Employees  need not be set forth in Stock Options
to consultants.

     7.   NON-TRANSFERABILITY OF GRANTS.

No  grant  under  the  Plan,  and no  right or  interest  therein,  shall be (a)
assignable,  alienable or transferable  by a Participant,  except by will or the
laws of descent and distribution,  or (b) subject to any obligation, or the lien
or claims of any  creditor,  of any  Participant,  or (c)  subject  to any lien,
encumbrance or claim of any party made in respect of or through any Participant,
however  arising.  During the  lifetime  of a  Participant,  Stock  Options  are
exercisable  only by, and shares of Common  Stock  issued  upon the  exercise of
Stock  Options  will be  issued  only  to the  Participant  or his or her  legal
representative.  The Committee may, in its sole  discretion,  authorize  written
designations   of   beneficiaries   and  authorize   Participants  to  designate
beneficiaries  with  the  authority  to  exercise  Stock  Options  granted  to a
Participant in the event of his or her death or disability.  Notwithstanding the
foregoing,  the Committee may, in its sole discretion and on and subject to such
terms and  conditions as it shall deem  appropriate,  which terms and conditions
shall be set forth in the related grant  agreement:  (i) authorize a Participant
to transfer all or a portion of any  Non-Qualified  Stock Option granted to such
Participant; provided, that in no event shall any transfer be made to any person
or persons other than such Participant's parents,  spouse or other life partner,
children or grandchildren, siblings, or children of siblings, or a trust for the
exclusive benefit of one or more such persons,  which transfer must be made as a
gift and without any consideration;  and (ii) provide for the transferability of
a particular grant pursuant to a qualified  domestic  relations order. All other
transfers and any retransfer by any permitted  transferee are prohibited and any
such purported transfer shall be null and void. Each Stock Option which

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becomes the subject of a permitted  transfer (and the Participant to whom it was
granted  by the  Company)  shall  continue  to be  subject to the same terms and
conditions as were in effect immediately prior to such permitted  transfer.  The
Participant  shall  remain  responsible  to the  Company  for the payment of all
withholding  taxes incurred as a result of any exercise of such Stock Option. In
no event shall any permitted  transfer of a Stock Option create any right in any
party in respect  of any Stock  Option,  other than the rights of the  qualified
transferee  in respect of such  Stock  Option  specified  in the  related  grant
agreement.

     8.   CHANGE IN CONTROL.

     Subject to any required action by the  shareholders of the Company,  if the
Company shall be the surviving corporation in any merger or consolidation,  each
outstanding Stock Option shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to the Stock Option would
have been  entitled.  A dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, shall cause
each outstanding  Stock Option to terminate,  provided that each optionee shall,
in  such  event,  have  the  right  immediately  prior  to such  dissolution  or
liquidation,  or merger or  consolidation  in which the  Corporation  is not the
surviving  corporation,  to exercise his or her Stock Option in whole or in part
without regard to any vesting  requirements or installment  provisions set forth
in his or her Stock Option grant agreement.

     Notwithstanding the above provisions,  a Stock Option will not terminate if
assumed by the surviving or acquiring corporation,  or its parent, upon a merger
or consolidation  under circumstances which are not deemed a modification of the
Stock Option  within the meaning of Sections  424 and  424(3)(A) of the Internal
Revenue Code.

     9.   AMENDMENT OF PLAN.

     The  Board of  Directors  shall  have the sole  right and power to amend or
terminate the Plan at any time and from time to time;  provided,  however,  that
the  Board  of  Directors  may not  amend  the  Plan,  without  approval  of the
shareholders of the Company, in a manner which would:

     (a) cause Stock Options which are intended to be Incentive Stock Options to
fail to qualify;

     (b)  cause  the  Plan or any  transaction  thereunder  to fail to meet  the
requirements of Rule 16(b)-3; or

     (c) violate applicable law.

     10.  GENERAL PROVISIONS.

     (a) All  certificates for shares of Stock delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under

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the rules,  regulations,  and other  requirements of the Securities and Exchange
Commission,  any stock  exchange  or  association  upon  which the Stock is then
listed or traded,  any  applicable  Federal  or state  securities  law,  and any
applicable corporate law.

     (b) Nothing contained in the Plan shall prevent the Board of Directors from
adopting  such  other  or  additional  incentive  arrangements  as it  may  deem
desirable,  including, but not limited to, the granting of stock options and the
awarding of stock  otherwise than under the Plan; and such  arrangements  may be
either generally applicable or applicable only in specific cases.

     (c) Nothing contained in the Plan or in any grant hereunder shall be deemed
to confer  upon any  employee  of the  Company  or any  Subsidiary  any right to
continued employment with the Company or any Subsidiary,  nor shall it interfere
in any way with the right of the  Company  or any  Subsidiary  to  terminate  or
modify the employment of any of its employees at any time.

     (d) The Plan and all grants  made and  actions  taken  thereunder  shall be
governed by and construed in  accordance  with the laws of the State of Delaware
(without regard to choice of law provisions).

     (e)  Any  Stock  Option   granted  under  the  Plan  shall  not  be  deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or any  Subsidiary  and shall not affect  any  benefits  under any other
benefit  plan now or  subsequently  in effect  under which the  availability  or
amount of benefits is related to the level of compensation  (unless  required by
specific reference in any such other plan to grants under this Plan).

     (f) A leave of absence,  unless otherwise determined by the Committee prior
to  the  commencement  thereof,   shall  not  be  considered  a  termination  of
employment. Any Stock Option granted under the Plan shall not be affected by any
change of employment,  so long as the holder  continues to be an employee of the
Company or any Subsidiary.

     (g) The  obligations of the Company with respect to all Stock Options under
the Plan shall be subject to (A) all applicable laws, rules and regulations, and
such  approvals by any  governmental  agencies as may be  required,  and (B) the
rules and  regulations  of any  securities  exchange or association on which the
Common Stock may be listed or traded.

     (h) If any of the  terms  or  provisions  of the  Plan  conflict  with  the
requirements  of Rule  16(b)-3  as in  effect  from  time to  time,  or with the
requirements of any other  applicable law, rule or regulation,  and with respect
to  Incentive  Stock  Options,  Section  422 of the  Code,  then  such  terms or
provisions  shall be deemed  inoperative to the extent they so conflict with the
requirements of said Rule 16(b)-3,  and with respect to Incentive Stock Options,
Section 422 of the Code. With respect to Incentive  Stock Options,  if this Plan
does not contain any provision  required to be included herein under Section 422
of the Code, such provision  shall be deemed to be incorporated  herein with the
same force and effect as if such provision had been set out at length herein.

     (i) A  Participant  or a permitted  transferee  of an option  shall have no
rights as a stockholder with respect to any shares covered by the  Participant's
Stock Option until the date of the

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<PAGE>

issuance of a stock certificate to the Participant for such shares following the
exercise  of such  Stock  Option.  No  adjustment  shall be made  for  dividends
(ordinary or  extraordinary,  whether in cash,  securities or other property) or
distributions  or other  rights for which the  record  date is prior to the date
such stock certificate is issued, except as provided in Section 4(b) hereof.

     (j) No  provision  of this Plan or any Stock  Option  shall be construed to
prevent the Company from taking any corporate action deemed by the Company to be
appropriate  or in its best  interest,  whether or not such action could have an
adverse effect on the Plan or any Stock Options granted hereunder,  and no Stock
Option  holder or Stock  Option  holder's  estate,  personal  representative  or
beneficiary  shall have any claim against the Company as a result of taking such
action.  The  adoption  of the Plan shall not affect any other  stock  option or
incentive or other compensation  plans in effect for the Company,  nor shall the
Plan  preclude  the Company  from  establishing  any other forms of incentive or
other  compensation  for  employees  or  directors  of, or  consultants  to, the
Company.

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