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                                                                 Exhibit 10.7
                                        
                                   WICKES INC.
                                        
                 SPECIAL SEVERANCE AND STAY INCENTIVE BONUS PLAN


      This  SPECIAL  SEVERANCE AND STAY INCENTIVE BONUS PLAN  (the  "Plan")  was
adopted  by  the  Compensation and Benefits Committee (the "Committee")  of  the
Board  of  Directors  of Wickes Inc. (the "Company") on November  25,  1997,  to
provide certain cash bonus awards to selected key employees of the Company.

Definitions
-----------

      For  the purpose of this Plan, the following terms shall have the  meaning
shown:

     Affiliate.   As  defined in the rules and regulations adopted  by  the
     Securities  and Exchange Commission under the Securities Exchange  Act
     of 1934, as amended.
     
     Base  Compensation.   The greater of (i) the amount  of  "deemed  base
     compensation" shown by a Participant's name on his Schedule  1  hereto
     (which may be different than a Participant's actual base compensation)
     or  (ii)  the  highest  annual rate of base compensation  to  which  a
     Participant  becomes  entitled to receive  from  the  Company  or  any
     Company  Related Entity at any time after the date hereof  and  on  or
     before,  in the case of a determination of a Special Severance  Bonus,
     the  date  a Participant ceases to be a Company Employee, or,  in  the
     case  of a determination of a Stay Incentive Bonus, the Group Transfer
     Date or Change of Control Date, as appropriate.

     Bonus Period.  The period commencing on the date hereof and ending  on
     the  earliest to occur of (i) 12:00 Midnight Eastern Time on  December
     31,  1999,  (ii)  a Group Transfer Date or (iii) a Change  of  Control
     Date;  provided, that if the Company shall on or before 12:00 Midnight
     Eastern  Time of December 31, 1999 have publicly announced, or entered
     into  a  letter of intent or definitive agreement with respect  to,  a
     transaction  that would effect a Group Transfer or Change  of  Control
     and  such  Group Transfer or Change of Control has not been completed,
     the  Bonus  Period  shall end immediately after the  occurrence  after
     12:00  Midnight  Eastern  Time on December 31,  1999  of  any  of  the
     following  (w)  the  public  announcement by  the  Company  that  such
     transaction  or  agreement  has  been  abandoned  or  terminated,  (x)
     completion of the Group Transfer or Change of Control contemplated  by
     the  agreement,  letter of intent or announcement, (y)  the  date  six
     months  after the date of such announcement or letter of intent  if  a
     definitive  agreement  with respect to the transaction  has  not  been
     entered  into  or  (z) one year after the date a definitive  agreement
     with respect to the transaction is entered into.

     Bonus Percentage.  The Bonus Percentage for a Participant shown on his
     Schedule 1 hereto.

     Cause.   (i) The willful misconduct of a Participant, (ii) the failure
     by  a  Participant substantially to perform his duties  as  a  Company
     Employee  (including any failure attributable to  physical  or  mental
     incapacity) other than as a result of termination of employment  by  a
     Participant under any of the circumstances described under the heading
     "Special   Severance  Bonus;  Stay  Incentive  Bonus  -   Constructive

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     Termination"  below  or (iii) the failure of a Participant  to  accept
     employment  requested  by  the Company as  a  Transferee  Employee  in
     connection with a Group Transfer.

     Change of Control.  The occurrence of any one of the following:

                (i)   individuals  who, as of December 1, 1997,  constitute  the
          Board  of  Directors of the Company (the "Incumbent Board") cease  for
          any reason to constitute at least a majority of the Board of Directors
          of  the  Company;  provided, however, that any individual  becoming  a
          director  subsequent to December 1, 1997 whose election, or nomination
          for election by the Company's stockholders, was approved by a vote  of
          at  least  a  majority of the directors then comprising the  Incumbent
          Board  shall be considered as though such individual were a member  of
          the  Incumbent  Board,  but  excluding  for  this  propose,  any  such
          individual whose initial assumption of office occurs as a result of an
          actual or threatened election contest with respect to the election  or
          removal  of  directors or other actual or threatened  solicitation  of
          proxies  or consents by or on behalf of a Person other than the  Board
          of Directors of the Company;

                (ii)   consummation of a reorganization, merger or consolidation
          or sale or other disposition of all or substantially all of the assets
          of  the  Company,  other  than  in  a transaction  with  Riverside  (a
          "Business Combination"), in each case, unless, following such Business
          Combination, (a) no Person beneficially owns, directly or  indirectly,
          50%  or  more  of  the combined voting power of the  then  outstanding
          voting  securities  of the Company or the corporation  resulting  from
          such   Business   Combination  (including,   without   limitation,   a
          corporation  that  as  a  result  of  such  transaction  owns  all  or
          substantially all of the Company's assets) and (b) at least a majority
          of  the  members  of  the board of directors of the  Company  or  such
          corporation resulting from such Business Combination were  members  of
          the  Incumbent  Board  at  the time of the execution  of  the  initial
          agreement, or of the action of the Board of Directors of the  Company,
          providing for such Business Combination; or

                (iii)  the  acquisition  or  gaining  of  ownership  or  control
          (including, without limitation, power to vote) of more than 50% of the
          Company's  then outstanding voting securities entitled to  vote  on  a
          regular  basis for a majority of the Company's Board of Directors,  by
          any Person (other than Riverside).

     Change  of  Control  Date. The time at which a Change  of  Control  is
     effected.

     Company.  Wickes Inc.

     Company Employee.  A person who is an employee of the Company, one  or
     more  Company Related Entities, or the Company and one or more Company
     Related Entities.

     Company  Severance  Plan.  Any severance plan or  arrangement  of  the
     Company  or any Company Related Entity or any employment or  severance
     agreement or arrangement between a Participant and the Company or  any
     Company Related Entity.

     Company  Related  Entity.   A subsidiary of  the  Company  within  the
     meaning of the Securities Exchange Act of 1934, as amended.

                                        2 

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     Disability.  As used herein, "Disability" shall have the same  meaning
     as  under the appropriate provisions of the long-term disability  plan
     maintained  for  the  benefit of employees  of  the  Company  who  are
     regularly employed on a salaried basis, or, if there shall be no  such
     plan, as reasonably determined by the Company.

     Election Form.  The election form attached hereto as Schedule  2  with
     respect to a Special Severance Bonus or Stay Incentive Bonus.

     Group  Transfer.  Any transfer by the Company or any  Company  Related
     Entity  of  the  operations  of  more  than  one  building  center  or
     manufacturing facility, or both, in connection with which  transfer  a
     Participant is offered employment by the transferee  with compensation
     and non-severance benefits substantially similar to those provided  by
     the  Company or such Company Related Entity immediately prior  to  the
     Group  Transfer  Date and the Company or such Company  Related  Entity
     requests a Participant to accept such offer of employment and  thereby
     to cease being a Company Employee.

     Group Transfer Date. The time at which a Group Transfer is effected.

     Participants.   Those  key employees of the Company  and  any  Company
     Related  Entity selected by the Committee and who shall have  received
     and executed a Schedule 1 hereto signed on behalf of the Company.

     Person.   An  individual, entity or group (within the  meaning  of  Section
     13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

     Riverside.  Riverside Group, Inc. or any of its Affiliates.

     Special Severance Bonus.  The amount determined as set forth under the
     heading  "Special  Severance Bonus; Stay  Incentive  Bonus  -  Special
     Severance Bonus" below.

     Stay  Incentive Bonus.  The amount determined as set forth  under  the
     heading  "Special  Severance  Bonus;  Stay  Incentive  Bonus  -   Stay
     Incentive Bonus" below.

     Transferee  Employee.  A Participant who becomes an  employee  of  the
     transferee  in  a  Group  Transfer, one  or  more  Transferee  Related
     Entities,  or  such  transferee and one  or  more  Transferee  Related
     Entities.

     Transferee Related Entity.  A corporation, partnership or other entity
     that is an Affiliate of the transferee in a Group Transfer.

Special Severance Bonus; Stay Incentive Bonus
---------------------------------------------

     Special Severance Bonus.  In the event a Participant ceases to be a Company
     Employee  during  the Bonus Period as a result of the  termination  of  his
     employment by the Company or a Company Related Entity other than for  Cause
     or  Disability, a Participant may elect to receive either:  (i)  a  Special
     Severance  Bonus, in a lump sum in cash, equal to the product  obtained  by
     multiplying  the  Participant's  Bonus Percentage  by  the  amount  of  the
     Participant's Base Compensation or (ii) any severance benefits for which  a

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     Participant  is  then otherwise eligible under any Company  Severance  Plan
     (other  than this Plan).   The Company shall give a Participant  notice  of
     his right to make such election, and shall provide the Participant with  an
     Election  Form,  within ten business days after the  date  a  Participant's
     right  to  make  such election arises.  In order to elect  to  receive  the
                                             -----------------------------------
     Special  Severance Bonus, a Participant must (i) complete, sign and deliver
     ---------------------------------------------------------------------------
     to  the Company an Election Form within ten business days of his receipt of
     ---------------------------------------------------------------------------
     notice  from  the  Company and (ii) waive all rights to receive  any  other
     ---------------------------------------------------------------------------
     severance benefits under any Company Severance Plan (other than this  Plan)
     ---------------------------------------------------------------------------
     and  release the Company from employment-related claims as set forth on the
     ---------------------------------------------------------------------------
     Election  Form.  If a Participant shall not have made such election  within
     ---------------------------------------------------------------------------
     such  time  period,  he  shall be deemed to have DECLINED  to  receive  the
     ---------------------------------------------------------------------------
     Special  Severance Bonus, in which event he shall retain the right  to  any
     ---------------------------------------------------------------------------
     severance  benefits  for  which  he is then otherwise  eligible  under  any
     ---------------------------------------------------------------------------
     Company  Severance Plan (other than this Plan).  The Company shall pay  the
     ----------------------------------------------
     Special Severance Bonus, if elected by the Participant, promptly, and in no
     event  later than 20 business days, after a Participant elects  to  receive
     such Special Severance Bonus.

     Stay  Incentive  Bonus.   If a Participant shall have  remained  a  Company
     Employee from the date hereof through any Group Transfer Date or Change  of
     Control  Date that occurs during the Bonus Period, a Participant may  elect
     to  receive either:  (i) subject to the limitations set forth below in this
     paragraph,  a  Stay  Incentive  Bonus equal  to  the  product  obtained  by
     multiplying  the  Participant's  Bonus Percentage  by  the  amount  of  the
     Participant's Base Compensation or (ii) any severance benefits for which  a
     Participant  is  then otherwise eligible under any Company  Severance  Plan
     (other than this Plan).  The Company shall give a Participant notice of his
     right  to  make  such election, and shall provide the Participant  with  an
     Election  Form, within ten business days after the Group Transfer  Date  or
     Change  of Control Date, as appropriate.  In order to elect to receive  the
                                               ---------------------------------
     Stay Incentive Bonus, a Participant must (i) complete, sign and deliver  to
     ---------------------------------------------------------------------------
     the  Company  an Election Form within ten business days of his  receipt  of
     ---------------------------------------------------------------------------
     notice  from  the  Company and (ii) waive all rights to receive  any  other
     ---------------------------------------------------------------------------
     severance benefits under any Company Severance Plan (other than this  Plan)
     ---------------------------------------------------------------------------
     and  release the Company from employment-related claims as set forth on the
     ---------------------------------------------------------------------------
     Election  Form.  If a Participant shall not have made such election  within
     ---------------------------------------------------------------------------
     such  time period, he shall be deemed to have DECLINED to receive the  Stay
     ---------------------------------------------------------------------------
     Incentive  Bonus, in which event he shall retain the right to any severance
     ---------------------------------------------------------------------------
     benefits  for  which  he  is  then otherwise  eligible  under  any  Company
     ---------------------------------------------------------------------------
     Severance Plan (other than this Plan).  If a Participant elects to  receive
     -------------------------------------
     a Stay Incentive Bonus, one-half of such Stay Incentive Bonus shall be paid
     by  the Company in a lump sum in cash promptly, and in any event within  20
     business  days, after receipt by the Company of the Participant's election.
     If  and  only  if  a Participant remains a Transferee Employee  or  Company
     Employee on the date six months after the Group Transfer Date or Change  of
     Control  Date, as appropriate, or a Participant ceases to be  a  Transferee
     Employee  or  Company Employee after the Group Transfer Date or  Change  of
     Control  Date,  as appropriate, but before such date because  of  death  or
     Disability  or  termination  by the employer  other  than  for  Cause,  the
     remaining one-half of the Stay Incentive Bonus shall be paid by the Company
     in  a lump sum in cash on the date six months after the Group Transfer Date
     or  Change of Control Date, as appropriate, or promptly after the  date  of
     such earlier termination of employment.

     Only  One Bonus.  A Participant who becomes eligible to elect to receive  a
     Special  Severance Bonus shall not thereafter become eligible to  elect  to

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<PAGE> 5

     receive  part  or all of a Stay Incentive Bonus.  Similarly, a  Participant
     who  becomes  eligible to elect to receive part or all of a Stay  Incentive
     Bonus  shall not thereafter become eligible to elect to receive  a  Special
     Severance Bonus.

     Constructive  Termination.  For purposes of determining whether  a  Special
     Severance  Bonus or a Stay Incentive Bonus is payable under this Plan,  the
     employment of a Participant listed as an Officer on his Schedule  1  hereto
     shall  be treated as having been terminated by the employer other than  for
     Cause  if  a  Participant voluntarily ceases to be a  Company  Employee  or
     Transferee  Employee:   (i)   at  any time when,  without  a  Participant's
     consent,  a  Participant  shall have been assigned  any  duties  materially
     inconsistent  with  a  Participant's position (including  status,  offices,
     titles  and  reporting requirements), authority, duties or responsibilities
     as  in effect on the date hereof, or any other action shall have been taken
     by  the  employer that results in a material diminution in  such  position,
     authority, duties or responsibilities, excluding an isolated, insubstantial
     and  inadvertent action not taken in bad faith and that is remedied by  the
     employer  promptly after receipt of notice thereof given by a  Participant,
     (ii) at any time when there shall have been a reduction by the employer  in
     a  Participant's compensation and benefits as in effect on the date  hereof
     or  as  the  same  may  be increased from time to time,  unless  a  similar
     reduction  is made with respect to similarly-situated employees,  (iii)  at
     any time when the Company shall have required a Participant to be based  at
     any office or location other than in the greater metropolitan area in which
     the  Participant is based on December 1, 1997 or (iv) at any time when  the
     Company shall have required a Participant to travel on Company business  to
     a  substantially greater extent that required immediately prior to the date
     hereof.

     For  purposes of determining whether a Special Severance Bonus  or  a  Stay
     Incentive Bonus is payable under this Plan, the employment of a Participant
     not  listed  as  an Officer on his Schedule 1 hereto shall  be  treated  as
     having  been  terminated  by  the  employer  other  than  for  Cause  if  a
     Participant  voluntarily  ceases  to be a Company  Employee  or  Transferee
     Employee at any time when there shall have been a reduction by the employer
     in  a  Participant's  compensation and benefits as in effect  on  the  date
     hereof  or as the same may be increased from time to time, unless a similar
     reduction is made with respect to similarly-situated employees.

Mandatory Reduction of Payments in Certain Events
-------------------------------------------------

     Anything  in  this Plan to the contrary notwithstanding, in  the  event  it
     shall  be determined that any payment or distribution by the Company to  or
     for the benefit of a Participant (whether paid or payable or distributed or
     distributable pursuant to the terms of this Plan or otherwise)(a "Payment")
     would  be  subject to the exercise tax imposed by Section 4999 of the  Code
     (the "Excise Tax"), then, the amount of any Special Severance Bonus or Stay
     Incentive  Bonus  shall  be reduced to the maximum amount  payable  without
     subjecting any Payment to the Excise Tax.  The determination of whether the
     Excise  Tax  would be imposed and the determination of the  amount  of  the
     reduction referred to in the immediately preceding sentence shall  be  made
     by  the Company's regular independent accounting firm at the expense of the
     Company  or,  at  the  election  and  expense  of  a  Participant,  another
     nationally recognized independent accounting firm (the "Accounting  Firm"),
     which shall provide detailed supporting calculations.  Any determination by
     the Accounting Firm shall be binding upon the Company and a Participant.

Miscellaneous Provisions
------------------------
                                       5

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     Reorganization,  etc.   The existence of this Special  Severance  and  Stay
     Incentive Award Plan shall not affect in any way the right or power of  the
     Board  of Directors 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 debt or equity securities ahead of or  affecting
     Common  Stock or the rights thereof, the dissolution or liquidation of  the
     Company  or  any sale, lease, exchange or other disposition of all  or  any
     part of its assets or business or any other corporate act or proceeding.

     Taxes.   The Company shall, to the extent permitted by law, have the  right
     to  deduct from any payment of any kind otherwise due to a Participant  any
     federal,  state or local income taxes of any kind required  by  law  to  be
     withheld  with  respect to any Special Severance Bonus  or  Stay  Incentive
     Bonus.  The Company, as a condition of the payment of any Special Severance
     Bonus or Stay Incentive Bonus, may require the payment (through withholding
     from  a  Participant's salary or other compensation, payment of cash  by  a
     Participant or otherwise).

     No  Effect on Employment.  Nothing contained in this Plan or related hereto
     or  thereto or referred to herein or therein shall affect, or be  construed
     as affecting, the terms of employment of a Participant, or shall impose, or
     be  construed as imposing, an obligation on (i) the Company or any  Company
     Related  Entity  to  continue the employment of a  Participant  or  (ii)  a
     Participant  to remain in the employ of the Company or any Company  Related
     Entity.

     No  Third-Party Beneficiaries.  This Plan shall not confer  any  rights  or
     remedies  upon  any  person  other than the parties  and  their  respective
     successors and permitted assigns.

     Entire  Plan; Effect on Company Severance Plans.  This Plan supersedes  any
     prior  understandings,  agreements, or  representations  by  or  among  the
     Company and any Participant, written or oral, to the extent they related in
     any  way to the subject matter hereof.  This Plan is, however, not intended
     to  affect  any other agreement, if any, that may be or have  been  entered
     into  by  a  Participant and the Company, except for the effect on  Company
     Severance Plans set forth herein.

     Transfer.   No  interest in any Special Severance Bonus or  Stay  Incentive
     Bonus or this Plan may be assigned, transferred (except by will or the laws
     of  descent  and distribution), pledged or hypothecated in  any  way  by  a
     Participant  (whether  by  operation of law  or  otherwise),  and  no  such
     interest  shall be subject to execution, attachment or similar  proceeding.
     Any   attempted  assignment,  transfer,  pledge,  hypothecation  or   other
     disposition of such an interest contrary to the provisions hereof or of the
     Plan  and  the levy of any attachment or similar proceeding upon  any  such
     interest, shall be null and void and without effect.

     Headings.  The headings contained in this Plan are inserted for convenience
     only  and shall not affect in any way the meaning or interpretation of this
     Plan.

     Governing  Law.  This Plan shall be governed by, interpreted, and  enforced
     in accordance with Illinois  law without giving effect to the principles of
     conflicts of laws thereof.

     Arbitration;  WAIVER OF JURY TRIAL.  Any dispute or claim  concerning  this
     Plan  (to  the extent permitted by law), including whether such dispute  or
     claim  is  arbitrable, will be settled by binding arbitration  at  Chicago,
     Illinois, in accordance with the Voluntary Labor Arbitration Rules  of  the

                                      6

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     American  Arbitration Association; and judgment upon the award rendered  by
     the  arbitrator may be entered in any court having jurisdiction.  All costs
     of  the  arbitration  shall be borne by the Company except  to  the  extent
     otherwise  determined  by  the arbitrator.  IN THE  EVENT  FOR  ANY  REASON
     ARBITRATION  IS  NOT  AVAILABLE OR NOT USED,  THEN  THE  COMPANY  AND  EACH
     PARTICIPANT  WHO  ELECTS  TO  RECEIVE A SPECIAL  SEVERANCE  BONUS  OR  STAY
     INCENTIVE  BONUS  HEREUNDER  HEREBY WAIVE TRIAL  BY  JURY  IN  ANY  ACTION,
     PROCEEDING, OR COUNTERCLAIM BROUGHT BY WITH RESPECT TO THIS PLAN.

     Attorney  Fees  and  Costs.  In any arbitration or litigation  the  Company
     shall  reimburse  (on  a monthly basis promptly after  receipt  of  request
     therefor  in  reasonable detail) a Participant for his reasonable  attorney
     fees and costs (including without limitation fees and costs on appeal)  and
     waives  any  and  all  rights  to recover same  from  a  Participant  if  a
     Participant  is  the  non-prevailing party, whether under  any  statute  or
     otherwise.

     Amendment.   The Committee may amend or supplement this Plan but  any  such
     amendment  or  supplement  shall  have  no  effect  on  persons   who   are
     Participants  at  the  time of such amendment or supplement  without  their
     written consent.

     Severability.   Any  term  or provision of this Plan  that  is  invalid  or
     unenforceable  in any situation in any jurisdiction shall  not  affect  the
     validity or enforceability of the remaining terms and provisions hereof  or
     the  validity or enforceability of the offending term or provision  in  any
     other situation or in any other jurisdiction.

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<PAGE> 8 

      IN WITNESS WHEREOF, the Company has caused this Plan to be executed on its
behalf as of the date first above written.

                                                            WICKES INC.



                               By___________________________
                                 Albert Ernest, Jr.
                                 Chair
                                 Compensation and Benefits Committee

                                     
                                      8


<PAGE> 9

                                                                      Schedule 1
                                                                      ----------
                                                                  to Wickes Inc.
                                                                  --------------
                                                           Special Severance and
                                                           ---------------------
                                                       Stay Incentive Bonus Plan
                                                       -------------------------

                                PARTICIPANT DATA


               Deemed Base
               -----------
Name           Compensation     Bonus Percentage  Officer (Yes or No)
----           ------------     ----------------  -------------------








Date:  ___________________


                                   WICKES INC.



                                   By___________________________


                                   PARTICIPANT:



                                   _____________________________
                                   Name:


                                      9


<PAGE> 10

                                                                      Schedule 2
                                                                      ----------
                                                                  to Wickes Inc.
                                                                  --------------
                                                           Special Severance and
                                                           ---------------------
                                                       Stay Incentive Bonus Plan
                                                       -------------------------

                                   WICKES INC.
                 SPECIAL SEVERANCE AND STAY INCENTIVE BONUS PLAN
                                        
                                  Election Form
                                  -------------

     I am a Participant in the Wickes Inc. (the "Company") Special Severance and
Stay Incentive Plan (the "Plan") and have been notified by the Company that I am
eligible to receive a [Special Severance Bonus/Stay Incentive] Bonus (as defined
in  the  Plan).  I further acknowledge that (i) I have received and  reviewed  a
copy of the Plan and (ii) have had the opportunity to ask and receive answers to
any questions I might have had concerning the operation of the Plan.

     I hereby elect as follows:

     [   ]      I hereby ELECT to receive the [Special Severance/Stay Incentive]
          Bonus for which I am eligible under the Plan.  I understand that  this
          election  constitutes  a  waiver of any  and  all  rights  to  receive
          severance  benefits under any Company Severance Plan (other  than  the
          Plan).  FURTHERMORE, I UNDERSTAND THAT THE COMPANY'S OBLIGATIONS TO ME
          WITH  RESPECT  TO  SUCH  BONUS  ARE  CONDITIONED  UPON  MY  WAIVER  OF
          EMPLOYMENT-RELATED CLAIMS AGAINST THE COMPANY, AND,  IN  VIEW  THEREOF
          AND IN CONSIDERATION OF THE COMPANY'S OBLIGATIONS WITH RESPECT TO SUCH
          BONUS  UNDER THE TERMS OF THE PLAN, I ON BEHALF OF MYSELF,  MY  HEIRS,
          SUCCESSORS, AND ASSIGNS, AGREE TO AND DO HEREBY WAIVE RELEASE, ACQUIT,
          AND  FOREVER DISCHARGE THE COMPANY AND ITS REPRESENTATIVES,  OFFICERS,
          EMPLOYEES,  AGENTS,  ATTORNEYS,  SUCCESSORS,  AFFILIATES,  HEIRS   AND
          ASSIGNS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL MANNER
          OF  ACTIONS,  CLAIMS, LOSSES AND DAMAGES, WHETHER  KNOWN  OR  UNKNOWN,
          LIQUIDATED  OR UNLIQUIDATED, FIXED OR CONTINGENT, DIRECT OR  INDIRECT,
          WHICH  I  EVER  HAD, MAY NOW HAVE, OR MAY HEREAFTER  HAVE  (EXCEPT  AS
          CONTAINED  IN  THE  PLAN) AGAINST ANY OR ALL OF THE  RELEASED  PARTIES
          ARISING  OUT  OF  MY  EMPLOYMENT BY THE  COMPANY  OR  THE  TERMINATION
          THEREOF.  SPECIFICALLY INCLUDED IN THIS WAIVER AND RELEASE ARE,  AMONG
          OTHER THINGS AND WITHOUT LIMITATION, ANY AND ALL CLAIMS (WHETHER KNOWN
          OR  UNKNOWN,  MATERIAL OR IMMATERIAL, INDIVIDUAL OR PART  OF  A  CLASS
          ACTION)  OF ALLEGED EMPLOYMENT DISCRIMINATION, WHETHER AS A RESULT  OF
          THE  TERMINATION OF MY EMPLOYMENT OR OTHERWISE, UNDER TITLE VII OF THE
          CIVIL  RIGHTS ACTS OF 1964, THE EMPLOYMENT RETIREMENT INCOME  SECURITY
          ACT   OF   1974,  THE  AMERICANS  WITH  DISABILITIES  ACT,   THE   AGE
          DISCRIMINATION  IN EMPLOYMENT ACT, ANY OTHER FEDERAL, STATE  OR  LOCAL
          STATUTE,  RULE  OR  REGULATION, AS WELL AS ANY CLAIMS  UNDER  FEDERAL,
          STATE  OR  LOCAL SAW FOR WRONGFUL DISCHARGE, NEGLIGENT OR  INTENTIONAL

                                       10

<PAGE> 11

          INFLICTION  OF  EMOTIONAL  DISTRESS, BREACH OF  CONTRACT,  HARASSMENT,
          FRAUD, OR ANY OTHER UNLAWFUL BEHAVIOR OR ANY TORT OR CIVIL CLAIM,  THE
          EXISTENCE OF ALL OF WHICH IS DENIED BY THE COMPANY.  I ALSO AGREE  NOT
          TO  INSTITUTE ADMINISTRATIVE PROCEEDINGS OR A LAWSUIT AGAINST  ANY  OF
          THE RELEASED PARTIES IN REGARD TO ANY SUCH CLAIMS, DEMANDS, CAUSES  OF
          ACTION, DAMAGES, LOSSES AND EXPENSES, AND I REPRESENT AND WARRANT THAT
          NO PERSON OR ENTITY HAS INITIATED OR WILL INITIATE SUCH ADMINISTRATIVE
          PROCEEDINGS OR LAWSUIT ON MY BEHALF.

     [   ]      I  hereby  DECLINE to receive the [Special Severance  Bonus/Stay
          Incentive Bonus] for which I am eligible under the Plan and  elect  to
          receive  any  severance  benefits for which I am  eligible  under  any
          Company Severance Plan (other than the Plan).

                                    [Please check one]



Date:  ___________        
         
        Name:  _________________________________        
                   (Signature of stockholder)
                                                                                

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