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                                                                   Exhibit 10.12


                              DM MANAGEMENT COMPANY

                              AMENDED AND RESTATED
                1993 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN


SECTION 1.  PURPOSE

         This Amended and Restated 1993 Incentive and Nonqualified Stock Option
Plan (the "Plan") of DM Management Company (the "Company"), is designed to
provide additional incentive to executives and other key employees of the
Company, and any parent or subsidiary of the Company, and for certain other
individuals providing services to or acting as directors of the Company or any
such parent or subsidiary. The Company intends that this purpose will be
effected by the granting of incentive stock options ("Incentive Stock Options")
as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and nonqualified stock options ("Nonqualified Options") under the Plan
which afford such executives, key employees or other individuals an opportunity
to acquire or increase their proprietary interest in the Company through the
acquisition of shares of its Common Stock. The Company intends that Incentive
Stock Options issued under the Plan will qualify as "incentive stock options" as
defined in Section 422 of the Code and the terms of the Plan shall be
interpreted in accordance with this intention. The terms "parent" and
"subsidiary" shall have the respective meanings set forth in Section 424 of the
Code.

SECTION 2.  ADMINISTRATION


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         2.1 THE COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Board") or another committee
consisting of at least two members of the Company's Board (in either case, the
"Committee"). None of the members of the Committee shall be an officer or other
employee of the Company. It is the intention of the Company that the Plan shall
be administered by "Non-Employee Directors" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934 and by "outside directors" within the
meaning of Section 162(m) of the Code and the regulations promulgated
thereunder, but the authority and validity of any act taken or not taken by the
Committee shall not be affected if any person administering the Plan is not a
"Non-Employee Director" or "outside director." Except as specifically reserved
to the Board under the terms of the Plan, the Committee shall have full and
final authority to operate, manage and administer the Plan on behalf of the
Company. Action by the Committee shall require the affirmative vote of a
majority of all members thereof.

         2.2 POWERS OF THE COMMITTEE. Subject to the terms and conditions of the
Plan, the Committee shall have the power:

                  (a) To determine from time to time the persons eligible to
         receive options and the options to be granted to such persons under the
         Plan and to prescribe the terms, conditions, restrictions, if any, and
         provisions (which need not be identical) of each option granted under
         the Plan to such persons;

                  (b) To construe and interpret the Plan and options granted
         thereunder and to establish, amend, and revoke rules and regulations
         for administration of the Plan. In this connection, the Committee may
         correct any defect or supply any omission, or reconcile any
         inconsistency in the Plan, or in any option agreement, in the manner
         and to the extent it shall deem necessary or expedient to make the Plan
         fully effective. All decisions and 




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         determinations by the Committee in the exercise of this power shall be
         final and binding upon the Company and optionees;

                  (c) To make, in its sole discretion, changes to any
         outstanding option granted under the Plan, including: 

         (i) to reduce the exercise price, (ii) to accelerate the vesting 
         schedule or (iii) to extend the expiration date; and

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

SECTION 3.  STOCK

         3.1 STOCK TO BE ISSUED. The stock subject to the options granted under
the Plan shall be shares of the Company's authorized but unissued common stock,
$.01 par value (the "Common Stock"), or shares of the Company's Common Stock
held in treasury. The total number of shares that may be issued pursuant to
options granted under the Plan shall not exceed an aggregate of 2,400,000 shares
of Common Stock; provided, however, that the class and aggregate number of
shares which may be subject to options granted under the Plan shall be subject
to adjustment as provided in Section 8 hereof.

         3.2 EXPIRATION, CANCELLATION OR TERMINATION OF OPTION. Whenever any
outstanding option under the Plan expires, is cancelled or is otherwise
terminated (other than by exercise), the shares of Common Stock allocable to the
unexercised portion of such option may again be the subject of options under the
Plan.

         3.3 LIMITATION ON GRANTS. In no event may any person be granted options
under the Plan in any calendar year to purchase more than 150,000 shares of
Common Stock. The number of shares 


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of Common Stock issuable pursuant to an option granted under the Plan that is
subsequently forfeited, cancelled or otherwise terminated shall continue to
count toward the foregoing limitation in the calendar year of grant. In
addition, for purposes of applying the foregoing limitation, if the exercise
price of an option granted under the Plan is subsequently reduced, the
transaction shall be deemed a cancellation of the original option and the grant
of a new one.

SECTION 4.  ELIGIBILITY

         4.1 PERSONS ELIGIBLE. Incentive Stock Options under the Plan may be
granted only to officers and other employees of the Company or any parent or
subsidiary of the Company. Nonqualified Options may be granted to officers or
other employees of the Company or any parent or subsidiary of the Company, and
to members of the Board and consultants or other persons who render services to
the Company or any such parent or subsidiary (regardless of whether they are
also employees), provided, however, that options may be granted to members of
the Board who are not employees of the Company or any such parent or subsidiary
("Outside Directors") only as provided in Section 4.4.

         4.2 GREATER-THAN-TEN-PERCENT STOCKHOLDERS. Except as may otherwise be
permitted by the Code or other applicable law or regulation, no Incentive Stock
Option shall be granted to an individual who, at the time the option is granted,
owns (including ownership attributed pursuant to Section 425 of the Code) more
than ten percent of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary (a "greater-than-ten-percent
stockholder"), unless such Incentive Stock Option provides that (i) the purchase
price per share shall not be less than one hundred ten percent of the fair
market value of the Common Stock at the time such option is granted, and (ii)
that such option shall not be exercisable to any extent after the expiration of
five years from 


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the date it is granted.

         4.3 MAXIMUM AGGREGATE FAIR MARKET VALUE. The aggregate fair market
value (determined at the time the option is granted) of the Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by
any optionee during any calendar year (under the Plan and any other plans of the
Company or any parent or subsidiary for the issuance of incentive stock options)
shall not exceed $100,000 (or such greater amount as may from time to time be
permitted with respect to incentive stock options by the Code or any other
applicable law or regulation).

         4.4 OPTION GRANTS TO OUTSIDE DIRECTORS.

         (a) GRANT OF OPTIONS.

         (i) On the date each new Outside Director first joins the Board, such
Outsider Director shall automatically be granted a Nonqualified Option to
purchase 20,000 shares of Common Stock. Such Nonqualified Option shall be
immediately vested in full unless otherwise determined by the Committee prior to
the grant of such Nonqualified Option.

         (ii) On the date of each annual meeting of the Company's stockholders
or special meeting in lieu thereof, each Outside Director who has served for at
least six months and continues to serve at that meeting shall automatically be
granted a Nonqualified Option to purchase 7,500 shares of Common Stock. Such
Nonqualified Option shall be immediately vested in full.

         (b) PURCHASE PRICE. The purchase price per share of Common Stock under
each Nonqualified Option granted pursuant to this Section 4.4 shall be equal to
the fair market value of the Common Stock on the date the Nonqualified Option is
granted, such fair market value to be determined in accordance with the
provisions of Section 6.3.

         (c) EXPIRATION. Each Nonqualified Option granted to an Outside Director
under 


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this Section 4.4 shall expire on the seventh anniversary of the date of
grant.

SECTION 5. TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE

         5.1 TERMINATION OF EMPLOYMENT. Except as may be otherwise expressly
provided herein, options shall terminate on the earlier of:

         (a) the date of expiration thereof;

         (b) immediately upon the termination of the optionee's employment with
or performance of services for the Company (or any parent or subsidiary of the
Company) by the Company (or any such parent or subsidiary) for cause (as
determined by the Company or such parent or subsidiary); or

         (c) thirty days after the date of termination of the optionee's
employment with or performance of services for the Company (or any parent or
subsidiary of the Company) by the Company (or any such parent or subsidiary)
without cause or voluntarily by the optionee; PROVIDED, that Nonqualified
Options granted to persons who are not employees of the Company (or any parent
or subsidiary of the Company) need not, unless the Committee determines
otherwise, be subject to the provisions set forth in clauses (b) and (c) above.

         An employment relationship between the Company (or any parent or
subsidiary of the Company) and the optionee shall be deemed to exist during any
period in which the optionee is employed by the Company (or any such parent or
subsidiary). Whether authorized leave of absence, or absence on military or
government service, shall constitute termination of the employment relationship
between the Company (or any parent or subsidiary of the Company) and the
optionee 


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shall be determined by the Committee at the time thereof. As used herein,
"cause" shall mean (x) any material breach by the optionee of any agreement to
which the optionee and the Company (or any parent or subsidiary of the Company)
are both parties, (y) any act or omission to act by the optionee which may have
a material and adverse effect on the business of the Company (or any such parent
or subsidiary) or on the optionee's ability to perform services for the Company
(or any such parent or subsidiary), including, without limitation, the
commission of any crime (other than ordinary traffic violations), or (z) any
material misconduct or material neglect of duties by the optionee in connection
with the business or affairs of the Company (or any such parent or subsidiary)
or any affiliate of the Company (or any such parent or subsidiary).

         5.2 DEATH OR RETIREMENT OF OPTIONEE. In the event of the death of the
holder of an option that is subject to clause (b) or (c) of Section 5.1 above
prior to termination of the optionee's employment with or performance of
services for the Company (or any parent or subsidiary of the Company) and before
the date of expiration of such option, such option shall terminate on the
earlier of such date of expiration or one year following the date of such death.
After the death of the optionee, his executors, administrators or any person or
persons to whom his option may be transferred by will or by the laws of descent
and distribution, shall have the right, at any time prior to such termination,
to exercise the option to the extent the optionee was entitled to exercise such
option at the time of his death.

         If, before the date of the expiration of an option that is subject to
clause (b) or (c) of Section 5.1 above, the optionee shall be retired in good
standing from the Company for reasons of age or disability under the then
established rules of the Company, the option shall terminate on the earlier of
such date of expiration or ninety (90) days after the date of such retirement.
In the event of such retirement, the optionee shall have the right prior to the
termination of such option to exercise the 


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option to the extent to which he was entitled to exercise such option
immediately prior to such retirement.

SECTION 6. TERMS OF THE OPTION AGREEMENTS

         Each option agreement shall be in writing and shall contain such terms,
conditions, restrictions, if any, and provisions as the Committee shall from
time to time deem appropriate. Such provisions or conditions may include without
limitation restrictions on transfer, repurchase rights, or such other provisions
as shall be determined by the Committee; PROVIDED THAT such additional
provisions shall not be inconsistent with any other term or condition of the
Plan and such additional provisions shall not cause any Incentive Stock Option
granted under the Plan to fail to qualify as an incentive option within the
meaning of Section 422 of the Code. The shares of stock issuable upon exercise
of an option by any executive officer, director or beneficial owner of more than
ten percent of the Common Stock of the Company may not be sold or transferred
(except that such shares may be issued upon exercise of such option) by such
officer, director or beneficial owner for a period of six months following the
grant of such option.

         Option agreements need not be identical, but each option agreement by
appropriate language shall include the substance of all of the following
provisions:

         6.1 EXPIRATION OF OPTION. Notwithstanding any other provision of the
Plan or of any option agreement, each option shall expire on the date specified
in the option agreement, which date shall not, in the case of an Incentive Stock
Option, be later than the tenth anniversary (fifth anniversary in the case of a
greater-than-ten-percent stockholder) of the date on which the option was
granted, or as specified in Section 5 of this Plan.


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         6.2 EXERCISE. Each option may be exercised, so long as it is valid and
outstanding, from time to time in part or as a whole, subject to any limitations
with respect to the number of shares for which the option may be exercised at a
particular time and to such other conditions as the Committee in its discretion
may specify upon granting the option.

         6.3 PURCHASE PRICE. The purchase price per share under each option
shall be determined by the Committee at the time the option is granted;
provided, however, that the option price of any Incentive Stock Option shall
not, unless otherwise permitted by the Code or other applicable law or
regulation, be less than the fair market value of the Common Stock on the date
the option is granted (110% of the fair market value in the case of a
greater-than-ten-percent stockholder) and the option price of any Nonqualified
Option shall not be less than 85% of the fair market value of the Common Stock
on the date the option is granted. For the purpose of the Plan the fair market
value of the Common Stock shall be the closing price per share on the date of
grant of the option as reported by a nationally recognized stock exchange, or,
if the Common Stock is not listed on such an exchange, as reported by the
National Association of Securities Dealers Automated Quotation System ("Nasdaq")
National Market System, or if the Common Stock is not listed on the Nasdaq
National Market System, the mean of the bid and asked prices per share on the
date of grant of the option or, if the Common Stock is not traded over the
counter, the fair market value as determined by the Committee.

         6.4 TRANSFERABILITY OF OPTIONS. Options shall not be transferable by
the optionee otherwise than by will or under the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him/her.

         6.5 RIGHTS OF OPTIONEES. No optionee shall be deemed for any purpose to
be the owner of any shares of Common Stock subject to any option unless and
until the option shall have been 


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exercised pursuant to the terms thereof, and the Company shall have issued and
delivered the shares to the optionee.

         6.6 REPURCHASE RIGHT. The Committee may in its discretion provide upon
the grant of any option hereunder that the Company shall have an option to
repurchase upon such terms and conditions as determined by the Committee all or
any number of shares purchased upon exercise of such option. The repurchase
price per share payable by the Company shall be such amount or be determined by
such formula as is fixed by the Committee at the time the option for the shares
subject to repurchase is granted. In the event the Committee shall grant options
subject to the Company's repurchase option, the certificates representing the
shares purchased pursuant to such option shall carry a legend satisfactory to
counsel for the Company referring to the Company's repurchase option.

         6.7 "LOCKUP" AGREEMENT. The Committee may in its discretion specify
upon granting an option that the optionee shall agree for a period of time (not
to exceed 180 days) from the effective date of any registration of securities of
the Company (upon request of the Company or the underwriters managing any
underwritten offering of the Company's securities), not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any
shares issued pursuant to the exercise of such option, without the prior written
consent of the Company or such underwriters, as the case may be.

SECTION 7.  METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

         7.1 METHOD OF EXERCISE. Any option granted under the Plan may be
exercised by the optionee by delivering to the Company on any business day a
written notice specifying the number of shares of Common Stock the optionee then
desires to purchase and specifying the address to which the certificates for
such shares are to be mailed (the "Notice"), accompanied by payment for 


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such shares.

         7.2 PAYMENT OF PURCHASE PRICE. Payment for the shares of Common Stock
purchased pursuant to the exercise of an option shall be made either by (i) cash
or check equal to the option price for the number of shares specified in the
Notice, or (ii) with the consent of the Committee, other shares of Common Stock
which (a) either have been owned by the optionee for more than six (6) months on
the date of surrender or were not acquired, directly or indirectly, from the
Company, and (b) have a fair market value on the date of surrender not greater
than the aggregate option price of the shares as to which such option shall be
exercised, (iii) with the consent of the Committee, delivery of such
documentation as the Committee and the broker, if applicable, shall require to
effect an exercise of the option and delivery to the Company of the sale or loan
proceeds required to pay the option price, (iv) with the consent of the
Committee, such other consideration which is acceptable to the Committee and
which has a fair market value equal to the option price of such shares, or (v)
with the consent of the Committee, a combination of (i), (ii) (iii), (iv) and/or
(v). For the purpose of the preceding sentence, the fair market value per share
of Common Stock so delivered to the Company shall be determined in the manner
specified in Section 6.3. As promptly as practicable after receipt of the Notice
and accompanying payment, the Company shall deliver to the optionee certificates
for the number of shares with respect to which such option has been so
exercised, issued in the optionee's name; provided, however, that such delivery
shall be deemed effected for all purposes when the Company or a stock transfer
agent of the Company shall have deposited such certificates in the United States
mail, addressed to the optionee, at the address specified in the Notice.

SECTION 8. CHANGES IN COMPANY'S CAPITAL STRUCTURE


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         8.1 RIGHTS OF COMPANY. The existence of outstanding options shall not
affect in any way the right or power of the Company or its stockholders to make
or authorize, without limitation, any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of Common
Stock, or any issue of bonds, debentures, preferred or prior preference stock or
other capital stock ahead of or affecting the Common Stock or the rights
thereof, 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.

         8.2 RECAPITALIZATION, STOCK SPLITS AND DIVIDENDS. If the Company shall
effect a subdivision or consolidation of shares or other capital readjustment,
the payment of a stock dividend, or other increase or reduction of the number of
shares of the Common Stock outstanding, in any such case without receiving
compensation therefor in money, services or property, then (i) the number,
class, and price per share of shares of stock subject to outstanding options
hereunder shall be appropriately adjusted in such a manner as to entitle an
optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received as a result of the event requiring the adjustment had he exercised his
option in full immediately prior to such event; and (ii) the number and class of
shares set forth in Sections 3.1, 3.3 and 4.4 shall be adjusted by substituting
therefor that number and class of shares of stock that the owner of an equal
number of outstanding shares of Common Stock would own as the result of the
event requiring the adjustment. The number of shares set forth in Sections 3.1,
3.3 and 4.4 have been so adjusted to reflect the 3-for-2 stock split in the form
of a stock dividend that was paid on June 30, 1998, and, notwithstanding the
foregoing provisions, there shall be no further adjustments to such numbers to
reflect such stock split.


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         8.3 MERGER WITHOUT CHANGE OF CONTROL. After a merger of one or more
corporations into the Company, or after a consolidation of the Company and one
or more corporations in which (i) the Company shall be the surviving
corporation, and (ii) the stockholders of the Company immediately prior to such
merger or consolidation own after such merger or consolidation shares
representing at least fifty percent of the voting power of the Company, each
holder of an outstanding option shall, at no additional cost, be entitled upon
exercise of such option to receive in lieu of the number of shares as to which
such option shall then be so exercisable, the number and class of shares of
stock or other securities to which such holder would have been entitled pursuant
to the terms of the agreement of merger or consolidation if, immediately prior
to such merger or consolidation, such holder had been the holder of record of a
number of shares of Common Stock equal to the number of shares for which such
option was exercisable.

         8.4 SALE OR MERGER WITH CHANGE OF CONTROL. If the Company is merged
into or consolidated with another corporation under circumstances where the
Company is not the surviving corporation, or if there is a merger or
consolidation where the Company is the surviving corporation but the
stockholders of the Company immediately prior to such merger or consolidation do
not own after such merger or consolidation shares representing at least fifty
percent of the voting power of the Company, or if the Company is liquidated, or
sells or otherwise disposes of substantially all of its assets to another
corporation while unexercised options remain outstanding under the Plan, (i)
subject to the provisions of clause (iii) below, after the effective date of
such merger, consolidation, liquidation, sale or disposition, as the case may
be, each holder of an outstanding option shall be entitled, upon exercise of
such option, to receive, in lieu of shares of Common Stock, shares of such stock
or other securities, cash or property as the holders of shares of Common Stock
received pursuant to the terms of the merger, consolidation, liquidation, sale
or disposition; (ii) the 


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Committee may accelerate the time for exercise of all unexercised and unexpired
options to and after a date prior to the effective date of such merger,
consolidation, liquidation, sale or disposition, as the case may be, specified
by the Committee; or (iii) all outstanding options may be cancelled by the
Committee as of the effective date of any such merger, consolidation,
liquidation, sale or disposition provided that (x) notice of such cancellation
shall be given to each holder of an option and (y) each holder of an option
shall have the right to exercise such option to the extent that the same is then
exercisable or, if the Committee shall have accelerated the time for exercise of
all unexercised and unexpired options, in full during the 30-day period
preceding the effective date of such merger, consolidation, liquidation, sale or
disposition.

         8.5 ADJUSTMENTS TO COMMON STOCK SUBJECT TO OPTIONS. Except as
hereinbefore expressly provided, the issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, for cash
or property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then subject to
outstanding options.

         8.6 MISCELLANEOUS. Adjustments under this Section 8 shall be determined
by the Committee, and such determinations shall be conclusive. No fractional
shares of Common Stock shall be issued under the Plan on account of any
adjustment specified above.

SECTION 9.  GENERAL RESTRICTIONS

         9.1 INVESTMENT REPRESENTATIONS. The Company may require any person to
whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form 

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satisfactory to the Company to the effect that such person is acquiring the
Common Stock subject to the option for his own account for investment and not
with any present intention of selling or otherwise distributing the same, and to
such other effects as the Company deems necessary or appropriate in order to
comply with federal and applicable state securities laws.

         9.2 COMPLIANCE WITH SECURITIES LAWS. The Company shall not be required
to sell or issue any shares under any option if the issuance of such shares
shall constitute a violation by the optionee or by the Company of any provisions
of any law or regulation of any governmental authority. In addition, in
connection with the Securities Act of 1933, as now in effect or hereafter
amended (the "Act"), upon exercise of any option, the Company shall not be
required to issue such shares unless the Committee has received evidence
satisfactory to it to the effect that the holder of such option will not
transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been
received by the Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive. In the event the shares issuable on exercise of an option are
not registered under the Act, the Company may imprint upon any certificate
representing shares so issued the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the Act
and with applicable state securities laws:

                  The shares of stock represented by this certificate have not
                  been registered under the Securities Act of 1933 or under the
                  securities laws of any State and may not be sold or
                  transferred except upon such registration or upon receipt by
                  the Corporation of an opinion of counsel satisfactory to the
                  Corporation, in form and substance satisfactory to the
                  Corporation, that registration is not required for such sale
                  or transfer.

         The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act; and in the event any shares are
so registered the Company may remove 


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any legend on certificates representing such shares. The Company shall not be
obligated to take any other affirmative action in order to cause the exercise of
an option or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority.

         9.3 EMPLOYMENT OBLIGATION. The granting of any option shall not impose
upon the Company (or any parent or subsidiary of the Company) any obligation to
employ or continue to employ any optionee; and the right of the Company (or any
such parent or subsidiary) to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that an
option has been granted to him/her.

         9.4 WITHHOLDING TAX. Whenever under the Plan shares of Common Stock are
to be delivered upon exercise of an option, the Company shall be entitled to
require as a condition of delivery that the optionee remit an amount sufficient
to satisfy all federal, state and other governmental withholding tax
requirements related thereto.

SECTION 10.  AMENDMENT OR TERMINATION OF THE PLAN

         The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time, except that (i) the class of persons eligible to
receive options and the aggregate number of shares issuable pursuant to this
Plan shall not be changed or increased, other than by operation of Section 8
hereof, without the consent of the stockholders of the Company and (ii) the
provisions of Section 4.4 shall not be amended more than once every six (6)
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act, or the rules thereunder.

SECTION 11.  NONEXCLUSIVITY OF THE PLAN



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         Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors 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.

SECTION 12.  EFFECTIVE DATE AND DURATION OF PLAN

         The Plan shall become effective upon its adoption by the Board of
Directors provided that the stockholders of the Company shall have approved the
Plan within twelve months prior to or following the adoption of the Plan by the
Board. No option may be granted under the Plan after the tenth anniversary of
the effective date. The Plan shall terminate (i) when the total amount of Common
Stock with respect to which options may be granted shall have been issued upon
the exercise of options or (ii) by action of the Board of Directors pursuant to
Section 10 hereof, whichever shall first occur.

                                 * * * * * * * *


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