EXHIBIT 10.2

                          SVB FINANCIAL SERVICES, INC.

                    1997 RESTATED INCENTIVE STOCK OPTION PLAN

         1. PURPOSES.

                  (a)  Restated  Plan.  This 1997  Incentive  Stock  Option Plan
modifies  and  restates  the 1994  Stock  Option  Plan  adopted  by the Board of
Directors  of Somerset  Valley Bank on March 31, 1994 and which was  ratified by
the  shareholders  of the Bank on April 26, 1994. The 1994 Stock Option Plan was
assigned by Somerset Valley Bank to SVB Financial  Services,  Inc. by resolution
of the Boards of Directors of both  corporations  at meetings of the  respective
Boards of Directors  held on October 31,  1996.  The  Restated  Incentive  Stock
Option  Plan  restates  the  provisions  of the  1994  Stock  Option  Plan as to
Incentive Stock Options only.

                  (b) Opportunity to Purchase Stock.  The purpose of the Plan is
to provide a means by which selected Employees of the Company and its Affiliates
may be given an opportunity to purchase  stock of the Company.  The Company,  by
means of the Plan, seeks to retain the services of persons who are now Employees
of the  Company  and its  Affiliates,  to secure and retain the  services of new
Employees of the Company and its Affiliates,  and to provide incentives for such
persons  to  exert  maximum  efforts  for the  success  of the  Company  and its
Affiliates.

                  (c)  Incentive  Stock  Options.  The Company  intends that the
Options issued under the Plan shall be Incentive Stock Options.

         2.  DEFINITIONS.

         (a) "Affiliate" means any parent corporation or subsidiary  corporation
of the  Company,  as  those  terms  are  defined  in  Sections  424(e)  and  (f)
respectively  of the Code,  whether such  corporations  are now or are hereafter
existing.

         (b)  "Board" means the Board of Directors of the Company.

         (c)  "Change  of  Control"  means  the  occurrence,  at any time  after
December 31, 1996, of (i) a merger or  consolidation of the Company with or into
another  Person or the merger of another Person into the Company or the transfer
ownership  of nay voting  stock of the Company to any Person or "group" (as such
term is defined in Section 13 (d)(3) of the Securities and Exchange Act of 1934,
as amended (the  "Exchange  Act")),  of Persons as a consequence  of which those
Persons  who held the  voting  stock of the  Company  immediately  prior to such
merger,  consolidation  or transfer do not hold either  directly or indirectly a
majority of the voting stock of the  Company(or,  if  applicable,  the surviving
company of such merger or consolidation)  after the consummation of such merger,
consolidation  or  transfer;  (ii) the sale of all or  substantially  all of the
assets of the  Company to any Person or  "group"  of Persons  (other  than to an
entity  which owns a  majority  or more of the Common  Stock of the  Company,  a
subsidiary  of the  Company,  or an  entity  whose  equity  interests  are owned
directly or  indirectly  by the Company or by an entity  which owns  directly or
indirectly a majority or more of the Common Stock of the Company);  or (iii) any
event or series of events  (which event or series of events must include a proxy
fight or proxy  solicitation  with  respect to the  election of directors of the
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Company  made  in  opposition  to the  nominees  recommended  by the  Continuing
Directors)  during any  period of 12  consecutive  months all or any  portion of
which is after (i) the date set forth above, and (ii) the date the Company first
has securities  registered  under Section 12 of the Exchange Act, as a result of
which  a  majority  of the  Board  of  Directors  of  the  Company  consists  of
individuals other than Continuing Directors.

         (d) "Code" means the Internal Revenue Code of 1986, as amended.

         (e)  "Committee"  means the Board of Directors of the Company  unless a
separate  Committee has been  appointed by the Board in accordance  with Section
3(c) of the Plan.

         (f) "Common  Stock" means the common stock of SVB  Financial  Services,
Inc., a New Jersey corporation.

         (g)  "Company"  means  SVB  Financial  Services,  Inc.,  a  New  Jersey
corporation.

     (h) "Continuing  Directors of the Company" means with respect to any period
of 12  consecutive  months  (i) any  members  of the Board of  Directors  of the
Company  on the  first  day of such  period,  (ii) any  member  of the  Board of
Directors  of the  Company  elected  after the  first day of such  period at any
annual meeting of the  shareholders who were nominated by the Board of Directors
or a committee  thereof,  if a majority of the members of the Board of Directors
or such Committee were Continuing Directors at the time of such nomination , and
(iii) any members of the Board of  Directors  of the Company  elected to succeed
Continuing  Directors  of the Board of Directors  or a committee  thereof,  if a
majority  of the  members  of the  Board of  Directors  or such  committee  were
Continuing Directors at the time of such election.

         (i)  "Continuous  Status  as  an  Employee"  means  the  employment  or
relationship as an employee is not interrupted or terminated with the Company or
any  Affiliate.  Continuous  Status  as an  Employee  shall  not  be  considered
interrupted in the case of : (1) any sick leave, military leave, or any leave of
absence approved by the Committee;  provided,  however, that for purposes of the
Incentive Stock Options,  any such leave is for a period of not more than ninety
(90) days or  reemployment  upon the  expiration  of such leave is guaranteed by
contract  or  statute;  or (2)  transfers  between  locations  of the Company or
between the Company and its  Affiliates or between the Company or its Affiliates
on the one hand and their successors, on the other hand.

         (j) "Director" means a member of the Board.

         (k)  "Disability"  means  permanent and total  disability as defined in
Section 22 (e) (3) of the Code.

         (l) "Non-Employee  Director" means a Director who is considered to be a
"non-employee  director" in  accordance  with Section (b) (3) (i) of Rule 16b-3,
and  any  other  applicable  rules,   regulations  and  interpretations  of  the
Securities and Exchange Commission.

         (m)  "Employee"  means any person,  including  officers and  Directors,
employed  by the Company or any  Affiliate.  Neither  service as a Director  nor
payment of a director's  fee by the Company  shall be  sufficient  to constitute
"employment" by the Company.

         (n) "Exchange  Act" means the  Securities  and Exchange Act of 1934, as
amended.
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         (o) "Fair Market  Value"  means,  as of the any date,  the value of the
Common Stock determined as follows:

                  (i) If the  Common  Stock is listed on any  established  stock
exchange or a national market system,  including without limitation the National
Market System of the National Association of Securities Dealers,  Inc. Automated
Quotation  (NASDAQ)  System,  the Fair Market  Value of a share of Common  Stock
shall be the  Closing  sales  price for such stock on the date of  determination
(or, if no such price is  reported  on such date,  such price as reported on the
nearest  preceding  day) as quoted on such system or exchange (or exchange  with
the  greatest  volume of trading in the Common  Stock),  as reported in The Wall
Street Journal or such other source as the Committee deems reliable;

                  (ii) If the Common  Stock is quoted on the NASDAQ  System (but
not  on  the  National  Market  System  thereof)  or is  regularly  quoted  by a
recognized  securities  dealer but  selling  prices are not  reported,  the Fair
Market Value of a share of Common Stock shall be the mean of the closing bid and
the asked prices for the Common Stock on the date of determination  (or, if such
prices are not  reported  for such date,  such prices as reported on the nearest
preceding  date), as reported in the Wall Street Journal or such other source as
the Committee deems reliable;

                  (iii) If the Fair Market Value is not  determined  pursuant to
(i) or (ii) above,  then the Fair Market Value shall be determined in good faith
by the Committee.

         (p) "Incentive Stock Option" means an Option qualifying as an incentive
stock option  within the meaning of Section 422 of the Code and the  regulations
promulgated thereunder.

         (q)  "Nonstatutory  Stock Option" means an Option not  qualifying as an
Incentive  Stock  Option  within the  meaning of Section 422 of the Code and the
regulations promulgated thereunder.

         (r)  "Officer"  means a person who is an officer of the Company  within
the  meaning  of Section 16 of the  Exchange  Act and the rules and  regulations
promulgated thereunder.

         (s)  "Option" means a stock option granted pursuant to the Plan.

         (t) "Option  Agreement" means a written  agreement  between the Company
and the Optionee  evidencing the conditions of an individual  Option grant.  The
Option Agreement shall be subject to the terms and conditions of the Plan.

         (u)  "Optioned  Shares"  means with respect to any Option the Shares of
the Common Stock subject to the Option.

         (v) "Optionee" means an Employee or Consultant who holds an outstanding
Option.

         (w) "Person" means an individual or an entity.

         (x) "Plan" the SVB Financial  Services,  Inc.  1997 Restated  Incentive
Stock Option Plan.

         (y) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any  successor
to Rule 16b-3.
<PAGE>
         (z)  "Shares"  shall  mean a share of  Common  Stock,  as  adjusted  in
accordance with Section 10.

         3.  ADMINISTRATION.

         (a) Committee. The Plan shall be administered by the Committee.

         (b) Powers. The Committee shall have the power,  subject to, and within
the limitations of, the express provisions of the Plan to:

                  (i) grant Options;

                  (ii) determine,  in accordance with Section 6 of the Plan, the
Fair Market Value per Share of the Common Stock;

                  (iii)  determine,  in accordance  with Section 6, the exercise
price per Share at which Options may be exercised;

                  (iv) determine the Employees to whom, and the time or times at
which,  Options shall be granted, the number of shares of Optioned Stock subject
to each Option and the vesting schedule of such Options;

                  (v) determine the terms and  provisions of each Option granted
(which need not be identical) and the forms of Option  Agreements  and, with the
consent of the  Optionee,  and  subject  to  Section  11, to modify or amend any
outstanding Option;

                  (vi)  accelerate  or defer (with the consent of the  Optionee)
the date of any outstanding Option;

                  (vii) authorize any person to execute on behalf of the Company
any instrument  required to effectuate the grant of an Option previously granted
by the Committee;

                  (viii) amend the Plan as provided in Section 11;

                  (ix) construe and interpret the Plan and Options granted under
it,  and  to  establish,   amend  and  revoke  rules  and  regulations  for  the
administration  of the Plan,  subject to Section 11;  including  correcting  any
defect, omission or inconsistency in the Plan or in any Option Agreement, in any
manner and to the extent it shall deem  necessary  or expedient to make the Plan
Fully effective;

                  (x) authorize the sale of shares of the Company's Common Stock
in connection with the exercise
of the Options;

                  (xi)  effect,  at any  time and  from  time to time,  with the
consent of the affected  Optionee,  the  cancellation  of any or all outstanding
Options and grant in  substitution  thereof new Options  relating to the same or
different  numbers of Shares,  but having an exercise price per share consistent
with Section 6(b) at the date of the new Option grant; and

                  (xii)  make  all  other  determination   deemed  necessary  or
advisable for the administration of the Plan.
<PAGE>
         (c) Committee.  The Board may appoint a committee composed of not fewer
than two (2)  members  of the Board to serve in its place  with  respect  to the
Plan. All of the members of such Committee shall be  Disinterested  Persons,  if
required under Section 3 (d). From time to time, the Board may increase the size
of the Committee and appoint such  additional  members,  remove members (with or
without  cause) and substitute  new members of the  committee,  fill  vacancies,
(however  caused) and remove  members of the committee and  thereafter  directly
administer the Plan, all to the extent  permitted by the rules  governing  plans
intended to qualify as a discretionary plan under Rule 16b-3.

         (d) Exchange Act Registration. Any requirement that an administrator of
the Plan be a Disinterested  Person shall not apply (i) prior to the date of the
first  registration of an equity security of the Company under Section 12 of the
Exchange Act or (ii) if the Board or the Committee  expressly declares that such
requirement  shall not apply.  Any  Disinterested  Person shall otherwise comply
with the requirements of Rule 16b-3.

         4.  SHARES SUBJECT TO PLAN.

         (a) Number of Shares.  Subject to the provisions of Section 10 relating
to  adjustments  upon changes in stock,  the stock that may be sold  pursuant to
Options is 82,404  shares of the Company's  Common Stock,  of which Options have
previously  been issued to Employees for 50,400  shares of the Company's  Common
Stock pursuant to the 1994 Stock Option Plan. If any Option shall for any reason
expire or  otherwise  terminate  without  having  been  exercised  in full,  the
Optioned Shares not purchased under such Option shall revert to and again become
available  for  issuance  under the Plan unless the Plan shall have  terminated;
provided,  however,  that Shares that have  actually  been issued under the Plan
shall not be  returned  to the Plan and shall not  become  available  for future
issuance under the Plan.

         (b)  Stock  Subject  to  Plan.  The  stock  subject  to the Plan may be
unissued shares or reacquired shares, bought on the market or otherwise.

         5.  ELIGIBILITY.

         (a)  Employees.  Incentive  Stock  Options may be granted to  Employees
only.

         (b) 10%  Holders.  No  person  shall be  eligible  for the  grant of an
Incentive  Stock Option,  if, at the time of the grant,  such person owns (or is
deemed to own pursuant to Section 424(d) of the Code) stock possessing more than
ten (10%) of the total  combined  voting  power of all  classes  of stock of the
Company or of any of its  Affiliates  unless the exercise price of the Option is
at least one hundred ten percent  (110%) of the Fair Market  Value of such stock
at the date of the grant and the Incentive Stock Option is not exercisable after
the expiration of five (5) years from the date of the grant.

         (c)  Directors.  A Director  shall only be eligible for the benefits of
this Plan if he or she is also an Employee,  provided, however, a Director shall
in no  event  be  eligible  for the  benefits  of the  Plan  unless  at the time
discretion  is  exercised  in the  selection of the Director as a person to whom
Options may be granted,  or in the selection of the Director as a person to whom
Options may be granted, or in the determination of the number of Optioned Shares
which may be covered  by Options  granted  to the  Director:  (i) the  Committee
consists only of Non-Employee  Directors;  or, (ii) the Plan otherwise  complies
with the requirements of Section 16b-3. This Section 5 (c) shall not apply prior
to the date of the first registration of an equity security of the Company under
Section 12 of the Exchange Act.
<PAGE>
         (d) Other Limits on  Incentive  Stock  Options.  To the extent that the
aggregate Fair Market Value  (determined at the time of the grant) of stock with
respect to which  Incentive  Stock Options are exercisable for the first time by
any  Optionee  during any  calendar  year under all plans of the Company and its
Affiliates  exceeds  One Hundred  Thousand  ($100,000)  Dollars,  the Options or
portions  thereof that exceed such limit  (according  to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

         6.  OPTION PROVISIONS.

         Each Option  Agreement shall be in such form and contain such terms and
conditions  as the  Committee  shall  deem  appropriate.  In the event  that any
provision of the Option  Agreement and the Plan conflict,  the provisions of the
Plan shall control.  The  provisions of separate  Options need not be identical,
but each Option  Agreement shall include  (through  incorporation  of provisions
hereof by reference in the Option  Agreement or otherwise) the substance of each
of the following provisions:

         (a) Term. No Option shall be  exercisable  after the expiration of five
(5) years  from the date it was  granted  and the term of each  Option  shall be
stated in the Option Agreement.

         (b) Price.  Subject to Section 5, the exercise  price shall be not less
than one hundred percent (100%) of the Fair Market Value of the stock subject to
the Option on the date the Option is granted.  The exercise  price of each Stock
Option shall not be less than the par value of the  Optioned  Shares on the date
the Option was exercised.

         (c) Consideration.  The purchase price of stock acquired pursuant to an
Option  shall be paid,  to the  extent  permitted  by  applicable  statutes  and
regulations at the time the Option is exercised, either in cash or check.

         (d) Exercise. Subject to 9(f), an Option shall be deemed exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Option  Agreement by the person entitled to exercise the Option
and full  payment for the Shares with  respect to which the Option is  exercised
has been  received by the Company by cash or check.  Each Optionee who exercises
an Option shall,  upon  notification  of the amount due (if any) and prior to or
concurrent with delivery of the certificate  representing the Shares, pay to the
Company by cash or check, amounts necessary to satisfy applicable federal, state
or local tax withholding requirements.

         (e)  Non-Transferability.  An  Incentive  Stock  Option  shall  not  be
transferrable except by will or by laws of descent and distribution and shall be
exercisable during the lifetime of the Optionee only by such person.

         (f) Vesting.  The total number of shares of stock  subject to an Option
may, but need not, be allocated  in periodic  installments  (which may, but need
not, be equal).  The Option  Agreement may provide that from time to time during
each of the installment periods, the option may become exercisable ("Vest") with
respect  to  some  of all of the  Shares  allotted  to  that  period  and may be
exercised  with  respect to some or all of the Shares  allotted  to such  period
and/or any prior  period as to which the Option  became  vested but has not been
fully  exercised.  During the remainder of the term of the Option,  (if its term
extends beyond the end of the installment  period),  the Option may be exercised
from time to time with  respect  to any  Shares  then  remaining  subject to the
Option.  The  provisions  of the  this  subsection  are  subject  to any  Option
provisions  governing  minimum  number of  Shares  as to which an Option  may be
exercised. Options may not be exercised in fractional shares.
<PAGE>
         (g) Securities Compliance. The Company may require any Optionee, or any
person to whom an Option is  transferred  under Section 6 (f), as a condition of
exercising  such Option,  (i) to give  written  assurances  satisfactory  to the
Company as to the Optionee's  knowledge and experience in financial and business
matters and/or to employ a purchaser  representative  reasonably satisfactory to
the Company who is  knowledgeable  and  experienced  in  financial  and business
matters,  and that he or she is capable of evaluating,  alone,  or together with
the purchaser  representative,  the merits and risks of  exercising  the Option;
(ii) to give written  assurances  satisfactory  to the Company stating that such
person is  acquiring  the stock  subject  to the Option  for such  person's  own
account and not with the present intention of selling or otherwise  distributing
the stock; and (iii) to deliver such other  documentation as may be necessary to
comply with  federal  and state  securities  laws.  These  requirements  and any
assurances given pursuant to such requirements,  shall be inoperative if (i) the
issuance of the Shares upon the exercise of the Option has been registered under
a then  effective  registration  statement  under the Securities Act of 1933, as
amended (the  "Securities  Act"),  and all applicable  state securities laws, or
(ii) as to any such  requirement,  a  determination  is made by counsel  for the
Company that such  requirement  need not be met in the  circumstances  under the
applicable  securities  laws.  The  Company  may,  upon advice of Counsel to the
Company,  place  legends  on stock  certificates  issued  under the Plan as such
counsel  deems  necessary  and  appropriate  in order to comply with  applicable
securities laws,  including but not limited to, legends restricting the transfer
of the stock,  and may enter  stop-transfer  orders  against the transfer of the
Shares of Common Stock issued upon the exercise of an Option. The Company has no
obligation  to undertake  registration  of Options or the Shares of Common Stock
issued upon the exercise of an Option.

         (h)  Termination of Employment.  In the event an Optionee's  Continuous
Status  an  Employee   terminates   (other  than  by  the  Optionee's  death  or
disability),  the  Optionee may exercise his or her Option but only prior to the
(i) expiration of three (3) months after the date of such  termination  and (ii)
expiration of the term of the Option as set forth in the Option  Agreement,  and
only to the extent that the  Optionee was entitled to exercise it at the date of
such  termination.  If, at the date of such  termination,  the  Optionee  is not
entitled  to  exercise  his or her  entire  Option,  the  Shares  covered by the
unexercisable  portion of the Option shall revert to and again become  available
for issuance under the Plan. If after  termination,  the Optionee does not fully
exercise his or her Option  within the time  specified in the Option  Agreement,
the Option shall terminate and the Shares covered by the unexercised  portion of
the such Plan shall revert to and again become available under the Plan.

         (i) Disability of Optionee.  In the event that an Optionee's Continuous
Status as an Employee terminates as a result of the Optionee's  Disability,  the
Optionee or his or her personal  representative  may exercise his or her Option,
but only within twelve (12) months from the date of such  termination,  and only
to the extent that the  Optionee was entitled to exercise it on the date of such
termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). If, at the date of such termination,  the
Optionee  is not  entitled  to  exercise  his or her entire  Option,  the Shares
covered by the unexercisable  portion of the Option shall revert to and again be
available  under the Plan.  If, after such  termination,  the Optionee  does not
fully exercise his or her Option within the time period  specified  herein,  the
Option shall terminate and the Shares covered by the unexercised  portion of the
Option shall revert to and again become available under the Plan.
<PAGE>
         (j) Death of Optionee.  In the event of the death of an  Optionee,  the
Option may be exercised , at any time within  twelve (12) months  following  the
date of death (or such longer or shorter  time as may be specified in the Option
Agreement) but in no event later than the  expiration  date of the Option as set
forth in the  Option  agreement,  by the  Optionee's  estate or by a person  who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the  Optionee was entitled to exercise the Option as of the date
of his or her death.  If at the time of death,  the Optionee was not entitled to
exercise his or her entire Option,  then the Shares covered by the unexercisable
portion of the Option shall revert to and again become available under the Plan.
If, after  death,  the  Optionee's  estate or a person who acquired the right to
exercise the Option,  does not fully  exercise the Option within the time period
specified  herein,  then the Shares  covered by the  unexercised  portion of the
Option shall revert to and again become available under the Plan.

         7.  COVENANTS OF THE COMPANY.

         (a)  Reserves.  During the term of the Options,  the Company shall keep
available  at all times and  shall  reserve  the  number of shares  required  to
satisfy such Options upon exercise.

         (b) Regulatory  Approvals.  The Company shall seek and obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be  required  to issue and sell  Shares  upon  exercise  of the  Options;
provided,  however,  that this  undertaking  shall not  require  the  Company to
register  under the  Securities  Act either the Plan or any Option or any Shares
issued or issuable pursuant to such Options.  If, after reasonable efforts,  the
Company  is unable  to obtain  from such  regulatory  commission  or agency  the
authority that counsel for the Company deems  necessary for the lawful  issuance
and sale of the Shares under the Plan,  the Company  shall be relieved  from any
liability  for  failure to issue or sell Shares  upon  exercise of such  Options
unless and until authority is obtained.

         8.  USE OF PROCEEDS FROM STOCK.

         Proceeds  from  the  sale  of  the  stock  pursuant  to  Options  shall
constitute general funds of the Company.

         9.  MISCELLANEOUS.

         (a)  Acceleration  of Vesting.  The  committee  shall have the power to
accelerate the time at which an Option may first be exercised or the time during
which an  Option  or any part  thereof  will  Vest  pursuant  to  Section 6 (g),
notwithstanding the provisions in the Option Agreement stating the time at which
it may first be exercised or the time during which it will Vest.

         (b) No Rights as  Shareholder.  Neither an  Optionee  nor any person to
whom an Option  is  transferred  under  Section  6(f)  shall be deemed to be the
holder of or to have any of the rights of a holder  with  respect to, any Shares
subject to such  Option  including,  but not  limited  to,  rights to vote or to
receive  dividends  unless and until such person has satisfied all  requirements
for  the  exercise  of the  Option  according  to its  terms,  the  certificates
evidencing  such  Shares  have been issued and such person has become the record
owner of such Shares.
<PAGE>
         (c) No  Right  To  Continue  as  Employee.  Nothing  in the Plan or any
instrument  executed or Option  granted  pursuant  thereto shall confer upon any
Employee, or Optionee any right to continue in the employ of the Company, or any
Affiliate or shall affect the right of the Company or any Affiliate to terminate
the employment or the  relationship  of any Employee or Optionee with or without
cause.

         (d)  Date of  Grant.  Once  shareholder  approval  of the Plan has been
obtained, the date of grant of an Option shall, for all purposes, be the date on
which the Committee makes the determination  granting such Option. Notice of the
determination shall be given to each Optionee within a reasonable time after the
date of such grant.  The Code may cause the grant date to be  recognized  as the
date of the grant even though shareholder approval has not been obtained.

         (e) Rule 16b-3.  With  respect to persons  subject to Section 16 of the
Exchange  Act,  transactions  under the Plan are  intended  to  comply  with all
applicable  conditions  of Rule  16b-3  and with  respect  to such  persons  all
transactions shall be subject to such conditions  regardless of whether they are
expressly  set forth in the Plan or the  Option  Agreement.  To the  extent  any
provision of the Plan or action by the Committee  fails to comply,  it shall not
apply to such persons or their  transactions  and shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.

         (f)  Conditions  Upon  Exercise of Options.  Notwithstanding  any other
provisions, Shares shall not be issued and Options shall not be exercised unless
the  exercise  of such  Option and the  Issuance  and  delivery  of such  Shares
pursuant  thereto shall comply with all relevant  provisions  of law,  including
without  limitation,  the Securities Act of 1933, as amended,  applicable  state
securities  laws,  the  Exchange  Act,  the  rules and  regulations  promulgated
thereunder,  and the requirements of any stock exchange  (including NASDAQ) upon
which the  Shares  may then be  listed,  and  shall be  further  subject  to the
approval of counsel for the Company with respect to such compliance.

         (g) Grants Exceeding Allotted Shares. If the Optioned Shares exceed, as
of the date of the grant, the number of shares that may be issued under the Plan
without additional shareholder approval,  such Option shall be void with respect
to such excess Shares,  unless shareholder  approval of an amendment to the Plan
sufficiently  increasing  the  number  of Shares  subject  to the Plan is timely
obtained in accordance with Section 11 of the Plan.

         (h) Notice.  Any written  notice to the Company  required by any of the
provisions  of the Plan shall be addressed  to the  Secretary of the Company and
shall be effective when it is received.  Any written notice to Optionee required
by the Plan shall be  addressed  to the  Optionee at the address on file for the
Optionee  with the Company and shall become  effective 3 days after it is mailed
by certified mail, postage prepaid to such address or at the time of delivery if
delivered sooner by messenger or overnight delivery service.

         10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         (a) Changes in  Capitalization.  Subject to any required  action by the
shareholders  of the  Company,  the  maximum  number of  Shares of Common  Stock
subject  to the Plan,  the  number of shares  of Common  Stock  covered  by each
outstanding  Option  and the  number of shares  of Common  Stock  that have been
authorized  for  issuance  under the Plan but as to which no Option has yet been
granted or have been returned to the plan upon  cancellation or expiration of an
option,  as well as the price per share of Common Stock shall be  proportionally
<PAGE>
adjusted  for any  increase or  decrease  in the number of issued  shares of the
Common Stock,  resulting  from a stock split,  stock  dividend,  combination  or
reclassification of shares of Common Stock effected without consideration by the
Company;  provided, however that the conversion of any convertible securities of
the  Company  shall  not be deemed to have been  "effected  without  receipt  of
consideration."   Such  adjustment  shall  be  made  by  the  Committee,   whose
determination in that respect shall be final, binding and conclusive.  Except as
expressly  provided herein, no issuance by the Company of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or exercise price of Optioned Shares.

         (b)  Dissolution  or   Liquidation.   In  the  event  of  the  proposed
dissolution  or  liquidation  of  the  Company,  each  outstanding  Option  will
terminate  immediately prior to the consummation of such proposed action, unless
otherwise  provided by the Committee.  The Committee may, in the exercise of its
sole discretion in such instances, declare that any Option shall terminate as of
a date fixed by the  Committee  and give each Optionee the right to exercise his
or her Option as to all or any part of the Optioned Shares,  including Shares as
to which the Option would not otherwise be exercisable.

         (c) Merger or Asset Sale.  Subject to Section 10 (b), in the event of a
proposed sale of all or substantially  all of the assets of the Company,  or the
merger, restructure, reorganization or consolidation of the Company with or into
another entity or entities in which the shareholders of the Company receive cash
or securities of another  issuer,  or any combination  thereof,  in exchange for
their shares of Common  Stock,  each  outstanding  Option shall be assumed or an
equivalent  option shall be substituted by such successor entity or an Affiliate
of such successor entity,  unless the Committee  determines,  in the exercise of
its sole  discretion and in lieu of such  assumption or  substitution,  that the
Optionee shall have the right to exercise the Option as to all Optioned  Shares,
including  Shares as to which the Option would not  otherwise be vested.  If the
Committee   makes  an  Option  fully   exercisable  in  lieu  of  assumption  or
substitution   in  the   event  of  a   merger,   restructure,   reorganization,
consolidation  or sale of assets,  the Committee  shall notify the Optionee that
the Option shall be fully  exercisable for a period of thirty (30) days from the
notice,  and the Option will terminate  upon the expiration of such period.  For
the purposes of this  Section,  the Option shall be  considered to be assumed if
following  the merger,  restructure,  reorganization,  consolidation  or sale of
assets,  the Option  confers  the right to  purchase,  for each  Optioned  Share
immediately prior to the merger, restructure,  reorganization,  consolidation or
sale of assets, the consideration (whether in stock, cash,or other securities or
property) received in the merger or sale of asset by holders of Common Stock for
each share of Common Stock for each share of Common Stock held on the  effective
date of the  consummation  of the  transaction  (and if holders  were  offered a
choice of consideration,  the type of consideration,  the type of Common Stock);
provided,  however,  that if such  consideration  received in the solely  common
equity of the successor  entity or its  Affiliates,  the Committee may, with the
consent of the successor entity the Optionee,  provide for the  consideration to
be received  upon the exercise of the Option,  for each  Optioned  Share,  to be
solely Common Stock of the successor entity or its Affiliates equal Common Stock
in the merger, restructure, reorganization, consolidation or sale of assets.

         (d) Change of Control.  Notwithstanding  anything to the contrary,  the
Committee may grant options which provide for the acceleration of the vesting of
shares subject to an Option upon a Change of Control.  Such provisions  shall be
set forth in the Option Agreement.
<PAGE>
         11.  AMENDMENT OF THE PLAN.

         (a) Amendments by the Committee.  The Committee at any time,  from time
to time, may amend the Plan, provided,  however, that if required by Rule 16b-3,
no  amendment  shall be made more than once  every  six  months,  other  than to
comport  with the  changes  in the  Code,  ERISA or the  rules  and  regulations
promulgated thereunder.

         (b)  Compliance   with  the  Code  and  Rule  16b-3.  It  is  expressly
contemplated  that the Committee may amend the Plan in any respect the Committee
deems necessary or advisable to bring the Plan and the Options granted hereunder
into compliance with the Code and Rule 16b-3.

         (c) Shareholder Approval. Notwithstanding anything to the contrary, the
Company shall obtain  shareholder  approval of any Plan  amendment to the extent
necessary  or  desirable  to  comply  with  Rule  16b-3 or with the Code (or any
successor rule or statute or other applicable law, rule or regulation, including
the requirements o any exchange or quotation system on which the Common Stock is
listed or quoted).  Such shareholder  approval,  f required shall be obtained in
such manner and to such degree as is required  by the  applicable  law,  rule or
regulation.

         (d) Rights and  Obligations  Granted  Prior to  Amendments.  Rights and
obligations  under any Option granted before  amendment of the Plan shall not be
altered or impaired by any amendment of the Plan unless (i) the Company requests
the  consent  of the  Optionee  or his or her  successor  and (ii)  such  person
consents in writing.

         12.  TERMINATION OR SUSPENSION OF THE PLAN.

         (a)  Termination  Date. The Committee may suspend or terminate the Plan
at any time. Unless sooner terminated,  the Plan shall terminate within ten (10)
years of the date the Plan is adopted by, the Board of  Directors or approved by
shareholders  of the  Company  which ever date is  earlier.  No  Options  may be
granted under the Plan while it is suspended or after it is terminated.

         (b) Alteration of Existing  Rights.  Rights and  obligations  under any
Option  granted  while the Plan is in effect shall not be altered or impaired by
the  suspension  or  termination  of the Plan  except  with the  consent  of the
Optionee or his or her successor.

         13.  EFFECTIVE DATE OF PLAN.

         The Plan shall become  effective  as  determined  by the Board,  but no
Options granted under the Plan shall be exercised  unless and until the Plan has
been approved by the shareholders of the Company.  Continuance of the Plan shall
be subject to the approval of the shareholders  within 12 month from the date of
the Plan or the Board.