EXHIBIT 10.16
                                
                Bedford Property Investors, Inc.
                                
                      AMENDED AND RESTATED
                      EMPLOYEE STOCK PLAN
                                
(formerly the Employee Stock Option Plan, effective May 20, 1985, 
            amended April 15, 1986 and June 9, 1993 
      and amended and restated effective January 1, 1998)

             In order to attract and retain the services of qualified
individuals for positions of responsibility and to secure for the
Company the benefits of the incentives inherent in increased ownership
of Common Stock by such individuals, the Company hereby authorizes
grants of Stock Options, Stock Appreciation Rights and Restricted
Stock to the officers, employees and consultants of the Company and
its subsidiaries.  Any capitalized term used herein without definition
in the section where first used shall have the meaning ascribed to
such term in Section 12.

             1.   Administration.  The Committee will be responsible for
administering the Plan.  The Committee will have authority to adopt
such rules as it may deem appropriate to carry out the purposes of the
Plan, and shall have authority to interpret and construe the
provisions of the Plan and any agreements and notices under the Plan
and to make determinations pursuant to any Plan provision.  Each
interpretation, determination or other action made or taken by the
Committee pursuant to the Plan shall be final and binding on all
persons.  The Committee shall not be liable for any action or
determination made in good faith, and shall be entitled to
indemnification and reimbursement in the manner provided in the
Company's certificate of incorporation and by-laws as such documents
may be amended from time to time.  The Committee shall have the full
power and authority, subject to the express provisions hereof, to
select Participants from the Eligible Individuals and to make Awards
in accordance with the Plan.

             2.   Shares Available.  Subject to the provisions of
Section 9(b) of the Plan, the maximum number of shares of Common Stock
which may be issued under the Plan shall not exceed [               ]
shares (the "Limit").  Authorized and unissued shares of Common Stock
may be delivered pursuant to the Plan.  For purposes of determining
the number of shares that remain available for issuance under the
Plan, the following rules shall apply:

             (a)  the number of Shares subject to outstanding Awards
        shall be charged against the Limit; and

             (b)  the Limit shall be increased by:

                  (i)  the number of shares subject to an Award (or
        portion thereof) which lapses, expires or is otherwise
        terminated without the issuance of such shares or is settled by
        the delivery of consideration other than shares, 

                  (ii) the number of shares tendered to pay the
        exercise price of a Stock Option or other Award, and 

                  (iii)     the number of shares withheld from any
        Award or contributed by a Participant to satisfy a Participant's
        tax withholding obligations.

             3.   Eligible Individuals3.   Eligible Individuals.  

             (a)  Eligibility Criteria.  Awards may be granted by the
Committee to individuals ("Eligible Individuals") who are officers or
other employees or consultants of the Company or a Subsidiary with the
potential to contribute to the future success of the Company or its
Subsidiaries.  Members of the Compensation Committee will not be
permitted to receive Awards under the Plan.

             (b)  Maximum Number of Shares per Eligible Individual(b)
        Maximum Number of Shares per Eligible Individual.   In
accordance with the requirements under Section 162(m) of the Code, no
Eligible Individual shall receive grants of Awards with respect to an
aggregate of more than 400,000 shares of Common Stock in respect of
any fiscal year of the Company.  For purposes of the preceding
sentence, any Award that is made as bonus compensation, or is made in
lieu of compensation that otherwise would be payable to an Eligible
Individual, shall be considered made in respect of the fiscal year to
which such bonus or other compensation relates or otherwise was
earned.

             4.   Awards Generally.  Awards under the Plan may consist
of Stock Options, Stock Appreciation Rights and Restricted Stock.  The
terms and provisions of an Award shall be set forth in a written Award
Agreement approved by the Committee and delivered or made available to
the Participant as soon as practicable following the date of the
Award.  The vesting, exercisability, payment and other restrictions
applicable to an Award (which may include, without limitation,
restrictions on transferability or provision for mandatory resale to
the Company) shall be determined by the Committee and set forth in the
applicable Award Agreement.   Notwithstanding the foregoing, the
Committee may accelerate (i) the vesting or payment of any Award, (ii)
the lapse of restrictions on any Award or (iii) the date on which any
Option or Stock Appreciation Right first becomes exercisable.  The
date of a Participant's termination of employment for any reason shall
be determined in the sole discretion of the Committee.  The Committee
shall also have full authority to determine and specify in the
applicable Award Agreement the effect, if any, that a Participant's
termination of employment for any reason will have on the vesting,
exercisability, payment or lapse of restrictions applicable to an
outstanding Award.       

          5.   Stock Options. Stock Options.  

          (a)  Terms of Stock Options Generally.  Subject to the
terms of the Plan and the applicable Award Agreement, each Stock
Option shall entitle the Participant to whom such Stock Option was
granted to purchase the number of shares of Common Stock specified in
the applicable Award Agreement and shall be subject to the terms and
conditions established by the Committee in connection with the Award
and specified in the applicable Award Agreement.   Upon satisfaction
of the conditions to exercisability specified in the applicable Award
Agreement, a Participant shall be entitled to exercise the Stock
Option in whole or in part and to receive, subject to the terms of the
Award Agreement, upon satisfaction or payment of the exercise price or
an irrevocable notice of exercise in the manner contemplated by
Section 5(d) below, the number of shares of Common Stock in respect of
which the Stock Option shall have been exercised.  Stock Options may
be either Nonqualified Stock Options or Incentive Stock Options.

          (b)  Exercise Price.  The exercise price per share of
Common Stock  purchasable under a Stock Option shall be determined by
the Committee at the time of grant and set forth in the Award
Agreement, provided, that the exercise price per share shall be no
less than 85% of the Fair Market Value per share on the date of grant.

          (c)  Option Term.  The term of each Stock Option shall be
fixed by the Committee and set forth in the Award Agreement; provided,
however, that a Stock Option shall not be exercisable after the
expiration of ten years after the date the Stock Option is granted.

          (d)  Method of Exercise.  Subject to the provisions of the
applicable Award Agreement, the exercise price of a Stock Option may
be paid (i) by personal check, bank draft or postal or express money
order (such modes of payment are collectively referred to as Acash@)
payable to the order of the Company in U.S. dollars, (ii) by delivery
of previously owned shares of Common Stock, (iii) by a combination
thereof and (iv) if the applicable Award Agreement so provides, in
whole or in part through the withholding of shares subject to the
Stock Option with a value equal to the exercise price.  Payment of the
exercise price in shares of Common Stock shall be made (i) by
delivering to the Company the share certificate(s) representing the
required number of shares, with the Participant signing his or her
name on the back or by attaching executed stock powers (the signature
of the Participant must be guaranteed in either case) or
(ii) attesting to ownership of a sufficient number of shares of Common
Stock.  In addition to the exercise methods described above, a
Participant may exercise a Stock Option through a procedure whereby
the Participant delivers to the Company an irrevocable notice of
exercise in exchange for the Company issuing the shares of Common
Stock subject to the Stock Option to a broker previously designated or
approved by the Company, subject to such rules and procedures as the
Committee may determine (for purposes of such a transaction the value
of shares of the Common Stock shall be deemed to equal the Fair Market
Value of the Common Stock on the date of exercise of the Stock
Option).

          (e)       Limitation on Exercise.  No Option shall be
exercisable unless the Common Stock subject thereto has been
registered under the Securities Act and qualified under applicable
state "blue sky" laws in connection with the offer and sale thereof,
or the Company has determined that an exemption from registration
under the Securities Act and from qualification under such state "blue
sky" laws is available.

          (f)       Issuance of Shares.  Subject to the foregoing
conditions and the terms of the applicable Award Agreement, as soon as
reasonably practicable after its receipt of a proper notice of
exercise and payment of the exercise price of the Stock Option for the
number of shares with respect to which the Stock Option is exercised,
the Company shall deliver to the Participant, at the principal office
of the Company or at such other location as may be acceptable to the
Company and the Participant, one or more stock certificates for the
appropriate number of shares of Common Stock issued in connection with
such exercise.  Shares sold in connection with a broker-assisted
Acashless exercise@ shall be delivered to the broker designated or
appointed by the Company in the time and manner described in Section
5(d) above.  Any such shares shall be fully paid and nonassessable.

          6.   Stock Appreciation Rights.  Stock Appreciation Rights
shall be subject to the terms and conditions established by the
Committee in connection with the Award thereof and specified in the
applicable Award Agreement.   Upon satisfaction of the conditions to
the payment specified in the applicable Award Agreement, each Stock
Appreciation Right shall entitle a Participant to an amount, if any,
equal to the Fair Market Value of a share of Common Stock on the date
of exercise over the Stock Appreciation Right exercise price specified
in the applicable Award Agreement.  At the discretion of the
Committee, payments to a Participant upon exercise of a Stock
Appreciation Right may be made in Shares, cash or a combination
thereof.  A Stock Appreciation Right may be granted alone or in
addition to other Awards, or in tandem with a Stock Option.  If
granted in tandem with a Stock Option, a Stock Appreciation Right
shall cover the same number of shares of Common Stock as covered by
the Stock Option (or such lesser number of shares as the Committee may
determine) and shall be exercisable only at such time or times and to
the extent the related Stock Option shall be exercisable, and shall
have the same term and exercise price as the related Stock Option. 
Upon exercise of a Stock Appreciation Right granted in tandem with a
Stock Option, the related Stock Option shall be cancelled
automatically to the extent of the number of shares covered by such
exercise; conversely, if the related Stock option is exercised as to
some or all of the shares covered by the tandem grant, the tandem
Stock Appreciation Right shall be cancelled automatically to the
extent of the number of shares covered by the Stock Option exercise.

          7.   Restricted Stock Awards.

          (a)  Grant of Awards.  The Committee may grant Restricted
Stock under the Plan in such amounts and subject to such terms and
conditions as the Committee shall from time to time in its sole
discretion determine.  The vesting of Restricted Stock granted under
the Plan may be conditioned upon the completion of a specified period
of employment with the Company or any Affiliate, upon the attainment
of specified performance goals, and/or upon such other criteria as the
Committee may determine in its sole discretion.

          (b)  Payment.  Each Award Agreement with respect to a grant
of Restricted Stock shall set forth the amount (if any) to be paid by
the grantee with respect to such award.  If a grantee makes any
payment for Restricted Stock which does not vest, appropriate payment
may be made to the grantee following the forfeiture of such award on
such terms and conditions as the Committee may determine.

          (c)  Forfeiture upon Termination of Employment.  Each Award
Agreement with respect to a grant of Restricted Stock award shall set
forth such terms and conditions as the Committee may determine
regarding the vesting and forfeiture of Restricted Stock.

          (d)  Issuance of Shares.  The Committee may provide that
one or more certificates representing Restricted Stock shall be
registered in the grantee's name and bear an appropriate legend
specifying that such shares are not transferable and are subject to
the terms and conditions of the Plan and the applicable Plan
agreement, or that such certificate or certificates shall be held in
escrow by the Company on behalf of the grantee until such shares vest
or are forfeited, all on such terms and conditions as the Committee
may determine.  Unless the applicable Award Agreement otherwise
provides, no Restricted Stock may be assigned, transferred, otherwise
encumbered or disposed of by the grantee until such Restricted Stock
has vested in accordance with the terms of such award.  Subject to the
provisions of Section 11(d), as soon as practicable after any
Restricted Stock vests, the Company shall issue or reissue to the
grantee (or to the grantee's estate in the event of the grantee's
death) one or more certificates for the Common Stock represented by
such Award.

          8.   Change in Control.

          Anything in the Plan to the contrary notwithstanding, in
the event of a Change in Control of the Company, any Awards
outstanding as of the date such Change in Control is determined to
have occurred that are not yet exercisable and vested on such date
shall become fully exercisable and vested; provided, however, that if
the Committee shall receive an opinion from a nationally recognized
firm of accountants to the Company that the accelerated vesting of
some or all of the Awards will prohibit the utilization of "pooling of
interests" accounting in connection with the transaction resulting in
the Change in Control of the Company, then such Awards shall not
become fully exercisable and vested upon the Change in Control.

          9.   Recapitalization or Reorganization

          (a)  Authority of the Company and Stockholders.  The
existence of the Plan shall not affect or restrict in any way the
right or power of the Company or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any
merger or consolidation of the Company, any issue of stock or of
options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are convertible
into or exchangeable for Common Stock, 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.

          (b)  Change in Capitalization.  Notwithstanding any other
provision of the Plan, in the event of any change in the outstanding
Common Stock by reason of a stock dividend, recapitalization,
reorganization, merger, consolidation, stock split, combination or
exchange of shares (a "Change in Capitalization"), (i) such
proportionate adjustments as may be necessary (in the form determined
by the Committee in its sole discretion) to reflect such change shall
be made to prevent dilution or enlargement of the rights of
Participants under the Plan with respect to the aggregate number of
shares of Common Stock authorized to be awarded under the Plan, the
number of shares of Common Stock covered by each outstanding Option
and the exercise prices in respect thereof and the number of shares of
Common Stock covered by future Option grants and (ii) the Committee
may make such other adjustments, consistent with the foregoing, as it
deems appropriate in its sole discretion.

          (c)  Dissolution or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, each outstanding
Award will vest and become exercisable on a date prior to the
consummation of the proposed action that is reasonably sufficient to
enable the Participants to exercise their Awards.

          10.  Termination and Amendment of the Plan

          (a)  Termination.  The Plan shall terminate upon the first
to occur of (i) the adoption of a resolution of the Board terminating
the Plan or (ii) April 30, 2003 (the ATermination Date@).  Following
the Termination Date, no further grants of Awards shall be made
pursuant to the Plan. 

          (b)  General Power of Board.  Notwithstanding anything
herein to the contrary, the Board may at any time and from time to
time terminate, modify, suspend or amend the Plan in whole or in part;
provided, however, that no such termination, modification, suspension
or amendment shall be effective without stockholder approval if such
approval is required to comply with any applicable law or stock
exchange rule; and provided further that the Board may not, without
stockholder approval, increase the maximum number of shares issuable
under the Plan except as provided in Section 9(b) above.

          (c)  When Participants= Consents Required.  The Board may
not alter, amend, suspend, or terminate the Plan without the consent
of any Participant to the extent that such action would adversely
affect his or her rights with respect to Awards that have previously
been granted.

          11.  Miscellaneous

          (a)  No Right to Grants or Employment.  No Eligible
Individual or Participant shall have any claim or right to receive
grants of Awards under the Plan.  Nothing in the Plan or in any Award
or Award Agreement shall confer upon any employee of the Company or
any Subsidiary any right to continued employment with the Company or
any Subsidiary, as the case may be, or interfere in any way with the
right of the Company or a Subsidiary to terminate the employment of
any of its employees at any time, with or without cause.

          (b)  Unfunded Plan.  The Plan is intended to constitute an
unfunded plan for incentive compensation.  With respect to any
payments not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are
greater than those of a general creditor of the Company.  In its sole
discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan to
deliver Common Stock or payments in lieu thereof with respect to
awards hereunder.

          (c)  Other Employee Benefit Plans.  Payments received by a
Participant under any Award made pursuant to the provisions of the
Plan shall not be included in, nor have any effect on, the
determination of benefits under any other employee benefit plan or
similar arrangement provided by the Company.

          (d)  Securities Law Restrictions.  The Committee may
require each Participant purchasing or acquiring shares of Common
Stock pursuant to the Plan to agree with the Company in writing that
such Participant is acquiring the shares for investment and not with a
view to the distribution thereof.  All certificates for shares of
Common Stock delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission or the New York Stock Exchange and
any other exchange upon which the Common Stock is then listed, and any
applicable federal or state securities law, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.  No shares of Common Stock
shall be issued hereunder unless the Company shall have determined
that such issuance is in compliance with, or pursuant to an exemption
from, all applicable federal and state securities laws.

          (e)  Expenses.  The costs and expenses of administering the
Plan shall be borne by the Company.

          (f)  Tax Withholding.  Where applicable, upon the exercise
or vesting of an Award, the Company shall be entitled to require as a
condition to delivery of Common Stock or cash that a Participant
remit, or, in appropriate cases, agree to remit when due, an amount
sufficient to satisfy all federal, state and local withholding and
employment tax requirements relating to such exercise or vesting.  A
Participant will be entitled to elect to have the Company withhold
from the Common Stock to be delivered upon the exercise or vesting of
an Award, or to elect to deliver to the Company from shares of Common
Stock owned separately by the Participant, a sufficient number of such
shares of Common Stock to satisfy the federal, state and local
withholding and employment tax obligations relating to the
Participant's exercise of the Award or the Award's vesting (and the
Company's withholding obligations) to the extent permitted under rules
and regulations adopted by the Committee and in effect at the time of
such exercise or vesting.  In such case, the Common Stock withheld or
the Common Stock surrendered will be valued at the Fair Market Value
on the date of exercise or vesting determined in accordance with the
Plan.

          (g)  Loans.  On such terms and conditions as shall be
approved by the Committee, the Company may directly or indirectly lend
money to a Participant to accomplish the purposes of the Plan,
including to assist such Participant to acquire or carry shares of
Common Stock acquired upon the exercise of Stock Options granted
hereunder, and the Committee may also separately lend money to any
Participant to pay taxes with respect to any of the transactions
contemplated by the Plan.

          (h)  Stockholder Rights.  A Participant shall have no
rights as a stockholder with respect to any shares of Common Stock
issuable upon exercise of a Stock Option or a Stock Appreciation Right
until a certificate evidencing such shares shall have been issued to
the Participant, and no adjustment shall be made for dividends or
distributions or other rights in respect of any share for which the
record date is prior to the date upon which the Participant shall
become the holder of record thereof.

          (i)  Compliance with Rule 16b-3.  

               (i)       The Plan is intended to comply with Rule
     16b-3 under the Exchange Act or its successors under the
     Exchange Act and the Committee shall interpret and administer
     the provisions of the Plan or any Award Agreement in a manner
     consistent therewith.  To the extent any provision of the Plan
     or Award Agreement or any action by the Committee fails to so
     comply, it shall be deemed null and void, to the extent
     permitted by law and deemed advisable by the Committee. 
     Moreover, in the event the Plan or an Award Agreement does not
     include a provision required by Rule 16b-3 to be stated therein,
     such provision (other than one relating to eligibility
     requirements, or the price and amount of Awards) shall be deemed
     automatically to be incorporated by reference into the Plan or
     such Award Agreement insofar as Participants subject to Section
     16 of the Exchange Act are concerned.

               (ii)      Notwithstanding anything contained in the
     Plan or any Award Agreement to the contrary, if the consummation
     of any transaction under the Plan would result in the possible
     imposition of liability on a Participant pursuant to
     Section 16(b) of the Exchange Act, the Committee shall have the
     right, in its sole discretion, but shall not be obligated, to
     defer such transaction to the extent necessary to avoid such
     liability.

          (j)  Award Agreement.  In the event of any conflict or
inconsistency between the Plan and any Award Agreement, the Plan shall
govern, and the Award Agreement shall be interpreted to minimize or
eliminate any such conflict or inconsistency.

          (k)  Governing Law.  Except as to matters of federal law,
the Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Maryland without
giving effect to conflicts of law principles.

          12.  Definitions.

          "Annual Meeting" means an annual meeting of the Company's
stockholders.

          "Award" means an award made pursuant to the terms of the
     Plan to an Eligible Individual in the form of Stock Options,
     Stock Appreciation Rights or Restricted Stock (including all
     grants of Restricted Stock made by the Company during calendar
     year 1997).

          "Award Agreement" means a written agreement or certificate
     granting an Award.  An Award Agreement shall be executed by an
     officer on behalf of the Company and shall contain such terms
     and conditions as the Committee deems appropriate and that are
     not inconsistent with the terms of the Plan.  The Committee may
     in its discretion require that an Award Agreement be executed by
     the Participant to whom the relevant Award is made.

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

          "Change in Control" shall mean the occurrence of any of the
following:
  
          (i)  any individual, partnership, firm, corporation,
     association, trust, unincorporated organization or other entity
     or person, or any syndicate or group deemed to be a person under
     Section 14(d)(2) of the Exchange Act (other than (A) AEW Capital
     Management, (B) the Company or any of its subsidiaries or (C)
     any trustee or other fiduciary holding securities under an
     employee benefit plan of the Company or of any of its
     subsidiaries), is or becomes the "beneficial owner" (as defined
     in Rule 13d-3 of the General Rules and Regulations under the
     Exchange Act), directly or indirectly, of securities of the
     Company representing 30% or more of the combined voting power of
     the Company's then outstanding securities entitled to vote in
     the election of directors of the Company;
  
          (ii) during any period of two (2) consecutive years,
     individuals who at the beginning of such period constituted the
     Board and any new directors, whose election by the Board or
     nomination for election by the Company's stockholders was
     approved by a vote of at least three-fourths (:) of the
     directors then still in office who either were directors at the
     beginning of the period or whose election or nomination for
     election was previously so approved, cease for any reason to
     constitute a majority thereof;
  
          (iii)     there occurs a reorganization, merger,
     consolidation or other corporate transaction involving the
     Company, in each case with respect to which the stockholders of
     the Company immediately prior to such transaction do not,
     immediately after such transaction, own more than 50% of the
     combined voting power of the Company or other corporation
     resulting from such transaction; or

          (iv) all or substantially all of the assets of the Company
     are sold, liquidated or distributed.

          "Code" means the Internal Revenue Code of 1986, as amended,
     and the applicable rules and regulations promulgated thereunder.

          "Committee" means the Compensation Committee of the Board,
     any successor committee thereto or any other committee appointed
     by the Board to administer the Plan.  

          "Common Stock" means the common stock of the Company, par
     value $0.02 per share.

          "Company" means Bedford Property Investors, Inc., a
     Maryland corporation, or any successor to substantially all of
     its business.

          "Effective Date" shall mean January 1, 1998.

          "Eligible Individuals" means the individuals described in
     Section 3 who are eligible for Awards under the Plan.

          "Exchange Act" means the Securities Exchange Act of 1934,
     as amended, and the applicable rules and regulations promulgated
     thereunder.

          "Fair Market Value" means the value of Common Stock
     determined as follows:

          (i)  If the Common Stock is listed on the New York Stock
     Exchange or any other established stock exchange or a national
     market system (including without limitation the Nasdaq National
     Market), its Fair Market Value shall be the mean between the
     high and low sales prices for such stock or the closing bid if
     no sales were reported, as quoted on such system or exchange (or
     the exchange with the greatest volume of trading in the Common
     Stock) for the date of determination or, if the date of
     determination is not a trading day, the immediately preceding
     trading day, as reported in The Wall Street Journal or such
     other source as the Committee deems reliable.

         (ii) If the Common Stock is regularly quoted on the Nasdaq
     system (but not on the Nasdaq National Market) or quoted by a
     recognized securities dealer but selling prices are not
     reported, its Fair Market Value shall be the mean between the
     high and low asked prices for the Common Stock on the date of
     determination or, if there are no quoted prices on the date of
     determination, on the last day on which there are quoted prices
     prior to the date of determination.

         (iii)     In the absence of an established market for the
     Common Stock, the Fair Market Value thereof shall be determined
     in good faith by the Committee.

         "Incentive Stock Option" means a Stock Option which is an
     "incentive stock option" within the meaning of Section 422 of
     the Code and designated by the Committee as an Incentive Stock
     Option in an Award Agreement.

         "Nonqualified Stock Option" means a Stock Option which is
     not an Incentive Stock Option.

         "Participant" means an Eligible Individual to whom an Award
     has been granted under the Plan.

         "Plan" means the Bedford Property Investors, Inc. Amended
     and Restated Employee Stock Plan.

         "Restricted Stock" means an Award to receive a specified
     number of shares of Common Stock granted to an Eligible
     Individual pursuant to Section 7 hereof.

         "Stock Appreciation Right" means an Award to receive all or
     some portion of the appreciation on shares of Common Stock
     granted to an Eligible Individual pursuant to Section 6 hereof.

         "Stock Option" means an Award to purchase shares of Common
     Stock granted to an Eligible Individual pursuant to Section 5
     hereof.

         "Subsidiary" means any corporation which is a "subsidiary
     corporation" within the meaning of Section 424(f) of the Code
     with respect to the Company.

         13.  Effective Date.  The amendments to the Plan set forth
herein by restatement shall be effective as of the Effective Date,
subject to the approval thereof by the stockholders of the Company by
no later than the next Annual Meeting to occur after the Effective
Date.  If such stockholder approval is not obtained on or before the
date of such Annual Meeting, the amendments to the Plan herein shall
be void ab initio.