Exhibit 10.40

                          NATIONAL R.V. HOLDINGS, INC.

                             1997 STOCK OPTION PLAN


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                          NATIONAL R.V. HOLDINGS, INC.

                             1997 STOCK OPTION PLAN

1. Purpose.  The purpose of this Plan is to strengthen  National R.V.  Holdings,
Inc. by  providing an incentive to its  employees,  consultants  and  directors,
encouraging them to devote their abilities to the success of the Company.  It is
intended  that this purpose be achieved by extending to  employees,  consultants
and directors of the Company or any subsidiary an added long-term  incentive for
high levels of performance and exceptional  efforts through the grant of options
to  purchase  shares of the  Company's  common  stock under this  National  R.V.
Holdings, Inc. 1997 Stock Option Plan.

2. Definitions.  For purposes of the Plan:

   2.1.  "Agreement" means the written  agreement
between the Company and an Optionee  evidencing the grant of an Option and
setting forth the terms and conditions thereof.

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

   2.3. "Cause" means with respect to an Eligible  Employee,  including an
Eligible  Employee  who  is  a  director  of  the  Company,  (i)  the  voluntary
termination of employment by such Eligible Employee, (ii) intentional failure to
perform, or habitual neglect of, reasonably assigned duties, (iii) dishonesty or
willful  misconduct  in  the  performance  of  an  Optionee's  duties,  (iv)  an
Optionee's  engaging in a transaction in connection with the performance of such
Optionee's  duties  to the  Company  or any of its  Subsidiaries  thereof  which
transaction  is  adverse  to  the  interests  of  the  Company  or  any  of  its
Subsidiaries  and which is engaged in for personal  profit to the Optionee,  (v)
willful  violation  of any  law,  rule or  regulation  in  connection  with  the
performance  of an  Optionee's  duties,  (vi)  willful  violation  of any policy
adopted by the Company  relating to the  performance or behavior of employees or
(vii) acts of carelessness or misconduct  which have in the reasonable  judgment
of the Company's  Board of  Directors,  an adverse  effect on the Company.

   2.4. "Change in  Capitalization"  means any  increase or  reduction  in the
number of Shares,  or any change  (including,  but not  limited  to, a change in
value) in the Shares or  exchange  of Shares for a  different  number or kind of
shares or other  securities  of the  Company,  by reason of a  reclassification,
recapitalization,  merger,  consolidation,  reorganization,  spin-off, split-up,
issuance of warrants or rights or  debentures,  stock  dividend,  stock split or

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reverse stock split, cash dividend,  property dividend,  combination or exchange
of shares, repurchase of shares, public offering,  private placement,  change in
corporate structure or otherwise.

   2.5.  "Code" means the Internal Revenue Code of 1986, as amended.

   2.6.  "Company" means National R.V. Holdings, Inc.

   2.7.  "Consultant Option" means an Option granted to a consultant pursuant to
Section 7.

   2.8.  "Director Option" means an Option granted to a Nonemployee Director
pursuant to Section 5.

   2.9.  "Disability"  means a physical or mental infirmity which impairs the
Optionee's  ability to perform  substantially  his or her duties for a period of
sixty (60) consecutive days.

   2.10.  "Eligible  Employee"  means any officer or other  employee of the
Company or a Subsidiary  who is  designated  by the Board as eligible to receive
Options subject to the conditions set forth herein.

   2.11.  "Employee Options" means an Option granted to an Eligible Employee
pursuant to Section 6.

   2.12.  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

   2.13.  "Fair  Market  Value" on any date means the average of the high and
low sales prices of the Shares on such date on the principal national securities
exchange on which such  Shares are listed or  admitted  to  trading,  or if such
Shares are not so listed or admitted to trading,  the arithmetic mean of the per
Share closing bid price and per Share closing asked price on such date as quoted
on the National  Association of Securities Dealers Automated Quotation System or
such other market in which such prices are regularly  quoted,  or, if there have
been no published bid or asked  quotations  with respect to Shares on such date,
the Fair Market Value shall be the value  established by the Board in good faith
and in accordance with Section 422 of the Code.

   2.14.  "Incentive  Stock Option" means an Option  satisfying the
requirements  of  Section  422 of the Code  and  designated  by the  Board as an
Incentive Stock Option.

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

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   2.16.  "Nonemployee  Director"  means a director of the  Company  who is not
a full-time employee of the Company or any Subsidiary.

   2.17.  "Option" means an Employee Option, a Director Option, a Consultant
Option or any or all of them.

   2.18.  "Optionee" means a person to whom an Option has been granted under the
Plan.

   2.19.  "Parent"  means any  corporation  which is a parent  corporation
(within the meaning of Section 424(e) of the Code) with respect to the Company.

   2.20.  "Plan" means the National R.V. Holdings, Inc. 1997 Stock Option Plan.

   2.21.  "Shares" means the common stock, par value $.01 per share, of the
Company.

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

   2.23. "Successor  Corporation" means a corporation,  or a parent or
subsidiary  thereof  within the  meaning of  Section  424(a) of the Code,  which
issues or assumes a stock option in a transaction to which Section 424(a) of the
Code applies.

   2.24.  "Ten-Percent  Stockholder" means an Eligible Employee or other
eligible Plan  participant,  who, at the time an Incentive Stock Option is to be
granted to him or her,  owns  (within  the meaning of Section  422(b)(6)  of the
Code) stock  possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, or of a Parent or a Subsidiary.

3. Administration.

   3.1.  The Plan  shall be  administered  by the  Board which shall hold
meetings at such times as may be necessary for the proper  administration of the
Plan.  The Board shall keep minutes of its  meetings.  A quorum shall consist of
not less than a majority of the Board and a majority  of a quorum may  authorize
any action.  Any  decision or  determination  reduced to writing and signed by a
majority of all of the members of the Board  shall be as fully  effective  as if
made by a majority  vote at a meeting  duly  called  and held.  No member of the
Board  shall  be  liable  for  any  action,  failure  to act,  determination  or
interpretation  made in good faith with respect to this Plan or any  transaction
hereunder, except for liability arising from his or her own willful misfeasance,
fraud or bad faith.  The Company  hereby agrees to indemnify  each member of the
Board for all costs and expenses and, to the extent permitted by applicable law,

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any liability  incurred in connection  with  defending  against,  responding to,
negotiation for the settlement of or otherwise dealing with any claim,  cause of
action or dispute of any kind arising in  connection  with any action or failure
to act in administering this Plan or in authorizing or denying  authorization to
any transaction hereunder.

   3.2.  Subject to the express terms and conditions  set forth herein,  the
Board shall have the power from time to time to  determine  those  Optionees  to
whom Options shall be granted  under the Plan and the number of Incentive  Stock
Options and/or  Nonqualified Stock Options to be granted to such Optionee and to
prescribe the terms and conditions (which need not be identical) of each Option,
including  the purchase  price per Share  subject to each  Option,  and make any
amendment or  modification  to any  Agreement  consistent  with the terms of the
Plan.

   3.3.  Subject to the express terms and conditions  set forth herein,  the
Board shall have the power from time to time:

(a) to construe and interpret the Plan and the Options granted thereunder and to
establish,  amend and revoke rules and regulations for the administration of the
Plan,  including,  but not limited to,  correcting  any defect or supplying  any
omission,  or reconciling any inconsistency in the Plan or in any Agreement,  in
the manner and to the extent it shall deem  necessary  or  advisable to make the
Plan fully effective,  and all decisions and  determinations by the Board in the
exercise of this power shall be final,  binding and conclusive upon the Company,
its  Subsidiaries,  the  Optionees  and all other  persons  having any  interest
therein;

(b) to determine  the  duration and purposes for leaves of absence  which may be
granted to an Optionee on an individual basis without constituting a termination
of employment or service for purposes of the Plan;

(c) to exercise its discretion  with respect to the powers and rights granted to
it as set forth in the Plan;

(d) generally, to exercise  such powers and to perform such acts as are deemed
necessary or advisable to promote the best interests of the Company with respect
to the Plan.

   3.4 Notwithstanding  anything to the contrary  contained herein, the Board
may  designate a committee  which shall have and may exercise all the powers and
authority of the Board in  administering  this Plan. Any action specified herein
to be taken by the Board,  shall,  if a committee  is formed to  administer  the
Plan, be satisfied by the action of the committee.

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4. Stock Subject to Plan.

   4.1.  The  maximum  number of Shares that may be made the subject of Options
granted  under the Plan is  600,000  Shares (or the number and kind of shares of
stock or other  securities  to which such Shares are  adjusted  upon a Change in
Capitalization  pursuant  to Section 9) and the  Company  shall  reserve for the
purposes of the Plan, out of its authorized but unissued Shares or out of Shares
held in the Company's treasury,  or partly out of each, such number of Shares as
shall be determined by the Board.

   4.2. Whenever any outstanding Option or portion thereof expires,  is canceled
or is otherwise  terminated for any reason, the Shares allocable to the canceled
or otherwise  terminated  Option or portion  thereof may again be the subject of
Options granted hereunder.

5. Option Grants for Nonemployee Directors.

   5.1. Authority of Board. Subject to the provisions of the Plan, the Board
shall have full and final  authority to select those  Nonemployee  Directors who
will receive  Director  Options,  the terms and conditions of which shall be set
forth in an Agreement.

   5.2.  Purchase  Price.  The purchase  price or the manner in which the
purchase price is to be determined  for Shares under each Director  Option shall
be determined by the Board and set forth in the Agreement evidencing the Option,
provided that the purchase  price per Share under each Director  Option shall be
not less than the Fair Market Value of a Share on the date the  Director  Option
is granted.

   5.3.  Duration.  Director  Options shall be for a term to be designated by
the Board and set forth in the Agreement evidencing the Option.

   5.4.  Vesting.  Each Director  Option shall,  commencing  not earlier than
the date of its grant,  become exercisable in such installments  (which need not
be equal or may be one  installment)  and at such times as may be  designated by
the Board and set forth in the Agreement  evidencing  the Option.  To the extent
not exercised,  installments  shall  accumulate and be exercisable,  in whole or
part,  at any time after  becoming  exercisable,  to not later than the date the
Director  Option  expires.  The Board may accelerate the  exercisability  of any
Option or portion thereof at any time.

6. Option Grants for Eligible Employees.

   6.1. Authority of Board. Subject to the provisions of the Plan, the Board
shall have full and final authority to select those Eligible  Employees who will

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receive Employee  Options,  the terms and conditions of which shall be set forth
in an Agreement;  provided,  however, that no Eligible Employee shall receive an
Incentive  Stock Option  unless he is an employee of the Company,  a Parent or a
Subsidiary at the time the Incentive Stock Option is granted.

   6.2.  Purchase  Price.  The purchase  price or the manner in which the
purchase price is to be determined  for Shares under each Employee  Option shall
be determined by the Board and set forth in the Agreement evidencing the Option,
provided that the purchase  price per Share under each Employee  Option shall be
(i) except as  provided in clause (ii) of this  Section  6.2,  not less than the
Fair Market  Value of a Share on the date the  Employee  Option is granted;  and
(ii) with  respect  to any  Incentive  Stock  Option  granted  to a Ten  Percent
Stockholder,  not less than 110% of the Fair Market Value of a Share on the date
the Option is granted.

   6.3.  Duration.  Employee Options granted  hereunder shall be for such term
as the  Board  shall  determine,  provided  that no  Employee  Option  shall  be
exercisable  after the  expiration of ten (10) years from the date it is granted
(five  (5)  years  in  the  case  of an  Incentive  Stock  Option  granted  to a
Ten-Percent  Stockholder).  The Board may,  subsequent  to the  granting  of any
Employee  Option,  extend the term  thereof but in no event shall the term as so
extended exceed the maximum term provided for in the preceding sentence.

   6.4.  Vesting.  Each Employee  Option shall,  commencing  not earlier then
the date of its grant,  become exercisable in such installments  (which need not
be equal or may be in one installment) and at such times as may be designated by
the Board and set forth in the Agreement  evidencing  the Option.  To the extent
not otherwise  provided by the Board,  Employee  Options shall be exercisable in
three (3) equal  installments  each  equal to  one-third  of the  entire  Option
granted, the first of which shall become exercisable on the first anniversary of
the date of the grant of the Employee  Option,  the second  installment of which
shall become  exercisable on the second  anniversary of the date of grant of the
Employee Option,  and the final installment of which shall become exercisable on
the  third  anniversary  of the date of  grant.  To the  extent  not  exercised,
installments shall accumulate and be exercisable,  in whole or part, at any time
after  becoming  exercisable,  to not later  than the date the  Employee  Option
expires.  The Board may accelerate the  exercisability  of any Option or portion
thereof at any time.

7. Option Grants for Consultants.

   7.1. Authority of Board. Subject to the provisions of the Plan, the Board
shall have full and final  authority to select those  consultants to the Company
or a Subsidiary who will receive Consultant Options, the terms and conditions of

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which shall be set forth in an Agreement.  An employee or officer of the Company
shall not be deemed a consultant.

   7.2. Purchase  Price. The purchase  price or the manner in which the purchase
price is to be  determined  for Shares  under each  Consultant  Option  shall be
determined  by the Board and set forth in the Agreement  evidencing  the Option,
provided that the purchase price per Share under each Consultant Option shall be
not less than the Fair Market Value of a Share on the date the Consultant Option
is granted.

   7.3.  Duration.  Consultant  Options  granted  hereunder  shall  be for  such
term as the Board shall determine,  provided that no Consultant  Option shall be
exercisable  after the expiration of ten (10) years from the date it is granted.
The Board may,  subsequent to the granting of any Consultant Option,  extend the
term  thereof but in no event  shall the term as so extended  exceed the maximum
term provided for in the preceding sentence.

   7.4.  Vesting. Each Consultant Option shall,  commencing not earlier then the
date of its grant,  become  exercisable in such installments  (which need not be
equal or may be in one  installment)  and at such times as may be  designated by
the Board and set forth in the Agreement  evidencing  the Option.  To the extent
not otherwise provided by the Board,  Consultant Options shall be exercisable in
three (3) equal  installments  each  equal to  one-third  of the  entire  Option
granted, the first of which shall become exercisable on the first anniversary of
the date of grant of the  Consultant  Options,  the second  installment of which
shall become exercisable on the second anniversary of the date of grant, and the
final installment of which shall become  exercisable on the third anniversary of
the date of grant. To the extent not exercised,  installments  shall  accumulate
and be exercisable, in whole or part, at any time after becoming exercisable, to
not later than the date the Consultant Option expires.  The Board may accelerate
the exercisability of any Option or portion thereof at any time.

8. Terms and Conditions Applicable to All Options

   8.1. Non-transferability.  No Option granted  hereunder  shall be
transferable by the Optionee to whom granted  otherwise than by will or the laws
of descent and distribution,  and an Option may be exercised during the lifetime
of  such  Optionee  only  by  the  Optionee  or his or  her  guardian  or  legal
representative.  The terms of each Option shall be final, binding and conclusive
upon the beneficiaries,  executors,  administrators, heirs and successors of the
Optionee.

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   8.2.  Method of Exercise.  The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office,  specifying the number of Shares to be
purchased and  accompanied by payment  therefor and otherwise in accordance with
the Agreement  pursuant to which the Option was granted.  The purchase price for
any Shares purchased pursuant to the exercise of an Option shall be paid in full
upon such exercise, as determined by the Board in its discretion,  by any one or
a  combination  of the  following:  (i) cash,  (ii)  transferring  Shares to the
Company upon such terms and  conditions as determined by the Board;  or (iii) as
otherwise  determined by the Board. At the Optionee's request and subject to the
consent of the Board, Shares to be acquired upon the exercise of a portion of an
Option will be applied  automatically  to pay the purchase  price in  connection
with the exercise of additional portions of the Option then being exercised. The
written notice pursuant to this Section 8.2 may also provide  instructions  from
the Optionee to the Company that upon receipt of the purchase price in cash from
the Optionee's  broker or dealer,  designated as such on the written notice,  in
payment  for any Shares  purchased  pursuant to the  exercise of an Option,  the
Company shall issue such Shares directly to the designated broker or dealer. Any
Shares  transferred  to the  Company as payment of the  purchase  price under an
Option shall be valued at their Fair Market Value on the day  preceding the date
of exercise of such  Option.  If  requested  by the Board,  the  Optionee  shall
deliver the Agreement  evidencing the Option to the Secretary of the Company who
shall endorse  thereon a notation of such exercise and return such  Agreement to
the  Optionee.  No fractional  shares (or cash in lieu thereof)  shall be issued
upon  exercise of an Option and the number of Shares that may be purchased  upon
exercise shall be rounded to the nearest number of whole Shares.

   8.3.  Rights of  Optionees.  No  Optionee  shall be deemed for any  purpose
to be the owner of any Shares  subject  to any  Option  unless and until (i) the
Option shall have been exercised pursuant to the terms thereof, (ii) the Company
shall  have  issued  and  delivered  the  Shares to the  Optionee  and (iii) the
Optionee's  name shall have been entered as a stockholder of record on the books
of the Company.  Thereupon,  the Optionee  shall have full voting,  dividend and
other ownership rights with respect to such Shares.

   8.4.  Termination of Employment or Services.  Unless otherwise  provided in
the Agreement  evidencing the Option, an Option (other than an Option granted to
a consultant  or a  Nonemployee  Director)  shall  terminate  upon an Optionee's
termination  of  employment  (or similar  arrangement)  with the Company and its
Subsidiaries as follows:

(a) in the event the Optionee's employment terminates as a result of Disability,
the Optionee  may at any time within three (3) months after such event  exercise

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the  Option  or  portion  thereof  that  was  exercisable  on the  date  of such
termination;

(b) if an Optionee's  employment  terminates for Cause,  the Option shall
terminate immediately and no rights thereunder may be exercised;

(c) if an Optionee's  employment  terminates  without Cause, the Optionee may at
any time  within one (1) month after such event  exercise  the Option or portion
thereof that was exercisable on the date of such termination; and

(d) if an Optionee  dies while an employee of the Company or any  Subsidiary  or
within six (6) months after  termination  as a result of Disability as described
in clause (a) of this  Section  8.4,  the Option  may be  exercised  at any time
within six (6)  months  after the  Optionee's  death by the person or persons to
whom such rights  under the Option  shall pass by will or by the laws of descent
and  distribution;  provided,  however,  that an Option may be  exercised to the
extent,  and  only to the  extent,  that  the  Option  or  portion  thereof  was
exercisable on the date of death or earlier termination.

  Notwithstanding the foregoing,  in no event may any Option be exercised by
anyone after the expiration of the term of the Option.

   8.5. Termination of Nonemployee  Director Options and Consultant Options.
Nonemployee  Director  Options and  Consultant  Options  granted to  Nonemployee
Directors and  consultants to the Company or a Subsidiary  shall terminate under
such  circumstances as are provided in the Agreement  evidencing the Option, and
if not expressly  specified,  as of the close of business on the last day of the
term of the Option,  but in no event may such an Option be  exercised  by anyone
after the expiration of the term of the Option.

   8.6. Modification or  Substitution.  The Board may, in its  discretion,
modify  outstanding  Options or accept the surrender of outstanding  Options (to
the extent  not  exercised)  and grant new  Options  in  substitution  for them.
Notwithstanding  the foregoing,  no  modification  of an Option shall  adversely
alter or  impair  any  rights  or  obligations  under  the  Option  without  the
Optionee's consent.

9. Adjustment Upon Changes in Capitalization.

   9.1. Subject to Section 10, in the event of a Change in Capitalization, the
Board shall conclusively determine the appropriate  adjustments,  if any, to the
maximum  number or class of Shares or other stock or securities  with respect to

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which Options may be granted  under the Plan,  the number and class of Shares or
other stock or securities which are subject to outstanding Options granted under
the Plan, and the purchase price therefor, if applicable.

   9.2. Any such  adjustment in the Shares or other stock or  securities
subject to outstanding Incentive Stock Options (including any adjustments in the
purchase price) shall be made in such manner as not to constitute a modification
as  defined by Section  424(h)(3)  of the Code and only to the extent  otherwise
permitted by Sections 422 and 424 of the Code.

   9.3. If, by reason of a Change in  Capitalization,  an Optionee  shall be
entitled  to exercise an Option with  respect to new,  additional  or  different
shares of stock or securities,  such new,  additional or different  shares shall
thereupon  be subject to all of the  conditions  which  were  applicable  to the
Shares  subject  to the  Option,  as the case may be,  prior to such  Change  in
Capitalization.

10.Effect of Certain Transactions.

   In the event of (i) the  liquidation or dissolution of the Company or (ii) a
merger or  consolidation  of the  Company  (a  "Transaction"),  the Plan and the
Options  issued  hereunder  shall  continue in effect in  accordance  with their
respective  terms and each  Optionee  shall be entitled to receive in respect of
each Share subject to any outstanding Options, as the case may be, upon exercise
of any Option, the same number and kind of stock, securities, cash, property, or
other  consideration  that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any change of a type  described in Section 2.4 hereof with respect to the
shares of the surviving or resulting  corporation,  then adjustments similar to,
and subject to the same  conditions  as, those in Section 9 hereof shall be made
by the Board.

11.Termination and Amendment of the Program.

   11.1. The Plan shall  terminate on the day preceding the tenth  anniversary
of the  date  of its  adoption  by  the  Board  and  no  Option  may be  granted
thereafter.  The Board may  sooner  terminate  or amend the Plan at any time and
from time to time; provided, however, that to the extent necessary under Section
16(b) of the Exchange Act and the rules and regulations  promulgated  thereunder
or other  applicable law, no amendment shall be effective unless approved by the
stockholders of the Company in accordance with applicable law and regulations at
an annual or special  meeting  held within  twelve (12) months after the date of
adoption of such amendment.

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   11.2. Except as provided in Sections 9 and 10 hereof,  rights and
obligations  under any Option granted before any amendment or termination of the
Plan  shall  not  be  adversely   altered  or  impaired  by  such  amendment  or
termination, except with the consent of the Optionee, nor shall any amendment or
termination  deprive  any  Optionee  of any  Shares  which he may have  acquired
through or as a result of the Plan.

12. Non-Exclusivity of the Plan. The adoption of the Plan by the Board shall not
be construed  as  amending,  modifying or  rescinding  any  previously  approved
incentive  arrangement or as creating any  limitations on the power of the Board
to adopt such other incentive arrangements as it may deem desirable,  including,
without limitation, the granting of stock options otherwise than under the Plan,
and such  arrangements  may be either  applicable  generally or only in specific
cases.

13.Limitation of Liability.  As illustrative  of the  limitations of liability
of the Company,  but not intended to be exhaustive thereof,  nothing in the Plan
shall be construed to:

   (i) give any  person any right to be granted  an Option  other  than at the
sole discretion of the Board;

   (ii) give any person any rights whatsoever with respect to Shares except as
specifically provided in the Plan;

   (iii) limit in any way the right of the Company to terminate the employment
of any person at any time; or

   (iv)     be evidence of any  agreement  or  understanding,  expressed  or
implied,  that the  Company  will  employ any person at any  particular  rate of
compensation or for any particular period of time.

14.Regulations and Other Approvals; Governing Law.

   14.1. This Plan and the rights of all persons  claiming  hereunder  shall be
construed and determined in accordance with the laws of the State of Delaware.

   14.2. The  obligation of the Company to sell or deliver Shares with respect
to Options granted under the Plan shall be subject to all applicable laws, rules
and regulations, including all applicable federal and state securities laws, and
the obtaining of all such  approvals by  governmental  agencies as may be deemed
necessary or appropriate by the Board.

   14.3. The Plan is intended to comply with Rule 16b-3  promulgated  under the
Exchange Act and the Board shall  interpret and administer the provisions of the
Plan  or  any  Agreement  in  a  manner  consistent  therewith.  Any  provisions

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inconsistent  with such Rule  shall be  inoperative  and  shall not  affect  the
validity of the Plan.

   14.4.  The Board may make such changes as may be necessary  or  appropriate
to comply with the rules and  regulations  of any  government  authority,  or to
obtain for Eligible  Employees  granted Incentive Stock Options the tax benefits
under  the  applicable  provisions  of  the  Code  and  regulations  promulgated
thereunder.

   14.5.  Each  Option is subject  to the  requirement  that,  if at any time
the Board  determines,  in its  discretion,  that the listing,  registration  or
qualification  of  Shares  issuable  pursuant  to the  Plan is  required  by any
securities  exchange  or under any  state or  federal  law,  or the  consent  or
approval of any  governmental  regulatory  body is  necessary  or desirable as a
condition of, or in connection  with,  the grant of an Option or the issuance of
Shares,  no Options shall be granted or payment made or Shares issued,  in whole
or in part, unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions,  or as otherwise determined to
be acceptable to the Board.

   14.6.  Notwithstanding  anything contained in the Plan to the contrary, in
the event that the  disposition of Shares  acquired  pursuant to the Plan is not
covered by a then current  registration  statement  under the  Securities Act of
1933,  as amended,  and is not  otherwise  exempt from such  registration,  such
Shares  shall be  restricted  against  transfer  to the extent  required  by the
Securities  Act  of  1933,  as  amended,  and  Rule  144  or  other  regulations
thereunder.  The Board may require any individual  receiving  Shares pursuant to
the Plan, as a condition precedent to receipt of such Shares upon exercise of an
Option,  to  represent  and  warrant to the  Company in writing  that the Shares
acquired by such  individual  are  acquired  without a view to any  distribution
thereof and will not be sold or transferred  other than pursuant to an effective
registration  thereof under said act or pursuant to a exemption applicable under
the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.   The   certificates   evidencing   any  of  such  Shares  shall  be
appropriately  amended to  reflect  their  status as  restricted  securities  as
aforesaid.

15.Miscellaneous.

   15.1. Multiple  Agreements.  The terms of each Option may differ from other
Options  granted  under the Plan at the same time,  or at some other  time.  The
Board may also grant more than one Option to a given  Eligible  Employee  during
the term of the Plan, either in addition to, or in substitution for, one or more
Options previously granted to that Eligible Employee.

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   15.2. Withholding  of Taxes. (a) The Company  shall have the right to deduct
from any  distribution of cash to any Optionee,  an amount equal to the federal,
state and local income  taxes and other  amounts as may be required by law to be
withheld (the "Withholding Taxes") with respect to any Option. If an Optionee is
entitled to receive  Shares upon exercise of an Option,  the Optionee  shall pay
the  Withholding  Taxes to the Company prior to the issuance of such Shares.  In
satisfaction of the Withholding  Taxes, the Optionee may make a written election
(the "Tax Election"), which may be accepted or rejected in the discretion of the
Board,  to have  withheld a portion of the  Shares  issuable  to him or her upon
exercise  of the Option  having an  aggregate  Fair  Market  Value,  on the date
preceding the date of exercise, equal to the Withholding Taxes, provided that in
respect of an Optionee who may be subject to liability  under  Section  16(b) of
the Exchange Act either (i) (A) the Optionee makes the Tax Election at least six
(6) months  after the date the Option was  granted,  (B) the Option is exercised
during the ten day period  beginning on the third business day and ending on the
twelfth  business day  following  the release for  publication  of the Company's
quarterly or annual  statements of earnings (a "Window  Period") and (C) the Tax
Election is made during the Window  Period in which the Option is  exercised  or
prior to such Window Period and subsequent to the immediately  preceding  Window
Period or (ii) (A) the Tax  Election  is made at least six  months  prior to the
date the  Option is  exercised  and (B) the Tax  election  is  irrevocable  with
respect  to the  exercise  of all  Options  which  are  exercised  prior  to the
expiration  of six months  following  an  election  to revoke the Tax  Election.
Notwithstanding  the  foregoing,  the Board  may,  by the  adoption  of rules or
otherwise,  (i) modify the  provisions in the preceding  sentence or impose such
other restrictions or limitations on Tax Elections as may be necessary to ensure
that the Tax Elections  will be exempt  transactions  under Section 16(b) of the
Exchange  Act, and (ii) permit Tax  Elections to be made at such other times and
subject to such other conditions as the Board determines will constitute  exempt
transactions under Section 16(b) of the Exchange Act.

   (b)     If an Optionee  makes a  disposition,  within the meaning of Section
424(c)  of the Code and  regulations  promulgated  thereunder,  of any  Share or
Shares  issued to such Optionee  pursuant to the exercise of an Incentive  Stock
Option  within  the  two-year  period  commencing  on the day  after the date of
transfer of such Share or Shares to the Optionee pursuant to such exercise,  the
Optionee  shall,  within ten (10) days of such  disposition,  notify the Company
thereof, by delivery of written notice to the Company at its principal executive
office, and immediately deliver to the Company the amount of Withholding Taxes.

   15.3.  Designation  of  Beneficiary.  Each  Optionee may  designate a person
or persons to receive in the event of his or her death, any Option or any amount
payable  pursuant  thereto,  to which he or she  would  then be  entitled.  Such

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designation will be made upon forms supplied by and delivered to the Company and
may be revoked in  writing.  If an Optionee  fails  effectively  to  designate a
beneficiary, then his or her estate will be deemed to be the beneficiary.

16.  Effective  Date.  The  effective  date of the Plan  shall be the date of
its adoption by the Board, subject only to the approval by the affirmative votes
of the  holders of a majority  of the  securities  of the  Company  present,  or
represented,  and  entitled  to vote at a meeting of  stockholders  duly held in
accordance  with the applicable laws of the State of Delaware within twelve (12)
months of such adoption.

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