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                                                                    EXHIBIT 10.1














                       PEOPLES EDUCATIONAL HOLDINGS, INC.
                                 1998 STOCK PLAN








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<TABLE>
<CAPTION>

SECTION                      CONTENTS                  PAGE
<S>  <C>                                                 <C>
1.   General Purpose of Plan; Definitions                1


2.   Administration                                      3


3.   Stock Subject to Plan                               4


4.   Eligibility                                         4


5.   Stock Options                                       5


6.   Restricted Stock                                    8


7.   Transfer, Leave of Absence, etc.                    10


8.   Amendments and Termination                          10


9.   Unfunded Status of Plan                             10


10.  General Provisions                                  11


11.  Effective Date of Plan                              12

</TABLE>

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                       PEOPLES EDUCATIONAL HOLDINGS, INC.
                                 1998 STOCK PLAN


     SECTION 1. General Purpose of Plan; Definitions.

     The name of this plan is the Peoples Educational Holdings, Inc. 1998 Stock
Plan (the "Plan"). The purpose of the Plan is to enable Peoples Educational
Holdings, Inc. (the "Company") and its Subsidiaries to retain and attract
executives, other key employees, consultants and directors who contribute to the
Company's success by their ability, ingenuity and industry, and to enable such
individuals to participate in the long-term success and growth of the Company by
giving them a proprietary interest in the Company.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

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

     b.   "Cause" means a felony conviction of a participant or the failure of a
          participant to contest prosecution for a felony, or a participant's
          willful misconduct or dishonesty, any of which is directly and
          materially harmful to the business or reputation of the Company.

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

     d.   "Committee" means the Committee referred to in Section 2 of the Plan.
          If at any time no Committee shall be in office, then the functions of
          the Committee specified in the Plan shall be exercised by the Board.

     e.   "Company" means Peoples Educational Holdings, Inc., a corporation
          organized under the laws of the State of Minnesota (or any successor
          corporation).

     f.   "Disability" means permanent and total disability as determined by the
          Committee.

     g.   "Early Retirement" means retirement, with consent of the Committee at
          the time of retirement, from active employment with the Company and
          any Subsidiary or Parent Corporation of the Company.

     h.   "Fair Market Value" means the value of the Stock on a given date as
          determined by the Committee in accordance with Section 422 of the Code
          and any applicable Treasury Department regulations with respect to
          "incentive stock options."


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     i.   "Incentive Stock Option" means any Stock Option intended to be and
          designated as an "Incentive Stock Option" within the meaning of
          Section 422 of the Code.

     j.   "Non-Employee Director" means a "Non-Employee Director" within the
          meaning of Rule 16b-3(b)(3) of the Securities Exchange Act, as
          amended, or any successor rule.

     k.   "Non-Qualified Stock Option" means any Stock Option that is not an
          Incentive Stock Option, and is intended to be and is designated as a
          "Non-Qualified Stock Option."

     l.   "Normal Retirement" means retirement from active employment with the
          Company and any Subsidiary or Parent Corporation of the Company on or
          after age 65.

     m.   "Outside Director" means a director who (a) is not a current employee
          of the Company or any member of an affiliated group which includes the
          Company; (b) is not a former employee of the Company who receives
          compensation for prior services (other than benefits under a
          tax-qualified retirement plan) during the taxable year; (c) has not
          been an officer of the Company; (d) does not receive remuneration from
          the Company, either directly or indirectly, in any capacity other than
          as a director, except as otherwise permitted under Code Section 162(m)
          and regulations thereunder. For this purpose, remuneration includes
          any payment in exchange for goods or services. This definition shall
          be further governed by the provisions of Code Section 162(m) and
          regulations promulgated thereunder.

     n.   "Parent Corporation" means any corporation (other than the Company) in
          an unbroken chain of corporations ending with the Company if each of
          the corporations (other than the Company) owns stock possessing 50% or
          more of the total combined voting power of all classes of stock in one
          of the other corporations in the chain.

     o.   "Restricted Stock" means an award of shares of Stock that are subject
          to restrictions under Section 6 below.

     p.   "Retirement" means Normal Retirement or Early Retirement.

     q.   "Stock" means the Common Stock, $.01 par value per share, of the
          Company.

     r.   "Stock Option" means any option to purchase shares of Stock granted
          pursuant to Section 5 below.


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     s.   "Subsidiary" means any corporation (other than the Company) in an
          unbroken chain of corporations beginning with the Company if each of
          the corporations (other than the last corporation in the unbroken
          chain) owns stock possessing 50% or more of the total combined voting
          power of all classes of stock in one of the other corporations in the
          chain.

     SECTION 2. Administration.

     The Plan shall be administered by the Board of Directors or by a Committee
appointed by the Board consisting of at least two directors, all of whom shall
be Outside Directors and Non-Employee Directors and who shall serve at the
pleasure of the Board. The Committee may be a subcommittee of the Compensation
Committee of the Board.

     The Committee shall have the power and authority to grant to eligible
employees, consultants and directors pursuant to the terms of the Plan: (i)
Stock Options and (ii) Restricted Stock.

     In particular, the Committee shall have the authority:

     (i)  to select the officers, other key employees, consultants and directors
          of the Company and its Subsidiaries to whom Stock Options and/or
          Restricted Stock awards may from time to time be granted hereunder;

     (ii) to determine whether and to what extent Incentive Stock Options,
          Non-Qualified Stock Options, or Restricted Stock awards, or a
          combination of the foregoing, are to be granted hereunder;

     (iii) to determine the number of shares to be covered by each such award
          granted hereunder;

     (iv) to determine the terms and conditions, not inconsistent with the terms
          of the Plan, of any award granted hereunder (including, but not
          limited to, any restriction on any Stock Option or other award and/or
          the shares of Stock relating thereto); and

     (v)  to determine whether, to what extent and under what circumstances
          Stock and other amounts payable with respect to an award under this
          Plan shall be deferred either automatically or at the election of the
          participant.

     The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan. The 


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Committee may delegate its authority to officers of the Company for the purpose
of selecting employees who are not officers of the Company for purposes of (i) 
above.

     All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and Plan
participants.


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     SECTION 3. Stock Subject to Plan.

     The total number of shares of Stock reserved and available for distribution
under the Plan shall be 400,000(1). Such shares may consist, in whole or in 
part, of authorized and unissued shares.

     If any shares that have been optioned cease to be subject to Stock Options,
or if any shares subject to any Restricted Stock award granted hereunder are
forfeited or such award otherwise terminates without a payment being made to the
participant, such shares shall again be available for distribution in connection
with future awards under the Plan.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate structure affecting
the Stock, or spin-off or other distribution of assets to shareholders, such
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan, and in the number
of shares subject to Restricted Stock awards granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any award shall always be a whole number.

     SECTION 4. Eligibility.

     Officers, other key employees, consultants and members of the Board of the
Company and Subsidiaries who are responsible for or contribute to the
management, growth and/or profitability of the business of the Company and its
Subsidiaries are eligible to be granted Stock Options or Restricted Stock awards
under the Plan. The optionees and participants under the Plan shall be selected
from time to time by the Committee, in its sole discretion, from among those
eligible, and the Committee shall determine, in its sole discretion, the number
of shares covered by each award.

    Notwithstanding the foregoing, no person shall receive grants of Stock
Options and Restricted Stock awards under this Plan which exceed 62,500(2)
shares during any fiscal year of the Company.

-----------------

1  On December 22, 1998, the shareholders approved an increase in the reserved
   shares to 8,000,000.  As a result of the 20-to-1 reverse stock split, the
   number of reserved shares adjusted to 400,000.

2  Adjusted for the reverse stock split.



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     SECTION 5. Stock Options.

     Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

     The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock Options
shall be granted under the Plan after August 31, 2008.

     The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of options. To the
extent that any option does not qualify as an Incentive Stock Option, it shall
constitute a separate Non-Qualified Stock Option.

     Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code. The preceding sentence shall not preclude any modification or
amendment to an outstanding Incentive Stock Option, whether or not such
modification or amendment results in disqualification of such Stock Option as an
Incentive Stock Option, provided the optionee consents in writing to the
modification or amendment.

     Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

     (a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant. In no
event shall the option price per share of Stock purchasable under an Incentive
Stock Option be less than 100% of the Fair Market Value of the Stock on the date
of the grant of the Stock Option. If an employee owns or is deemed to own (by
reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the
Company or any Parent Corporation or Subsidiary and an Incentive Stock Option is
granted to such employee, the option price shall be no less than 110% of the
Fair Market Value of the Stock on the date the option is granted.

     (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
Parent Corporation or Subsidiary and an Incentive Stock Option is granted to
such employee, the term of such option shall be no more than five years from the
date of grant.

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     (c) Exercisability. Stock Options shall be exercisable at such time or
times as determined by the Committee at or after grant. If the Committee
provides, in its discretion, that any option is exercisable only in
installments, the Committee may waive such installment exercise provisions at
any time, provided, however, that unless the Stock Option has been approved by
the Board, the Committee or the shareholders of the Company, a Stock Option to a
director, officer or a 10% shareholder of the Company or its Subsidiaries shall
not be exercisable for a period of six (6) months after the date of the grant.
Notwithstanding the foregoing, unless the Stock Option Agreement provides
otherwise, any Stock Option granted under this Plan shall be exercisable in
full, without regard to any installment exercise or vesting provisions, for a
period specified by the Board, but not to exceed sixty (60) days nor be less
than seven (7) days, prior to the occurrence of any of the following events: (i)
dissolution or liquidation of the Company other than in conjunction with a
bankruptcy of the Company or any similar occurrence, (ii) any merger,
consolidation, acquisition, separation, reorganization, or similar occurrence,
where the Company will not be the surviving entity or (iii) the transfer of
substantially all of the assets of the Company or 75% or more of the outstanding
Stock of the Company; provided, however, the merger of Peoples Acquisition
Corporation, a wholly-owned subsidiary of the Company, with The Peoples
Publishing Group, Inc. and issuance of the Company's capital stock pursuant
thereto shall not trigger the foregoing accelerated rights to exercise.

     (d) Method of Exercise. Stock Options may be exercised in whole or in part
at any time during the option period by giving written notice of exercise to the
Company specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price, either by certified or
bank check, or by any other form of legal consideration deemed sufficient by the
Committee and consistent with the Plan's purpose and applicable law, including
promissory notes or a properly executed exercise notice together with
irrevocable instructions to a broker acceptable to the Company to promptly
deliver to the Company the amount of sale or loan proceeds to pay the exercise
price. As determined by the Committee, in its sole discretion, payment in full
or in part may also be made in the form of unrestricted Stock already owned by
the optionee or Restricted Stock subject to an award hereunder (based on the
Fair Market Value of the Stock on the date the option is exercised, as
determined by the Committee); provided, however, that in the event payment is
made in the form of shares of Restricted Stock, the optionee will receive a
portion of the option shares in the form of, and in an amount equal to, the
Restricted Stock award tendered as payment by the optionee. If the terms of an
option so permit, or the Committee, in its sole discretion, so permits, an
optionee may elect to pay all or part of the option exercise price by having the
Company withhold from the shares of Stock that would otherwise be issued upon
exercise that number of shares of Stock having a Fair Market Value equal to the
aggregate option exercise price for the shares with respect to which such
election is made. No shares of Stock shall be issued until full payment therefor
has been made. An optionee generally shall have the rights to dividends and
other rights of a shareholder with respect to shares subject to the option when
the optionee has given written notice of exercise, has paid in full for such
shares, and, if requested, has given the representation described in paragraph
(a) of Section 10.


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     (e) Non-transferability of Options. No Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title 1 of the Employee Retirement Income Security Act, or the rules
thereunder, and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee.

     (f) Termination by Death. If an optionee's employment by the Company and
any Subsidiary or Parent Corporation terminates by reason of death, the Stock
Option may thereafter be immediately exercised, to the extent then exercisable
(or on such accelerated basis as the Committee shall determine at or after
grant), by the legal representative of the estate or by the legatee of the
optionee under the will of the optionee, for a period of nine months (or such
shorter period as the Committee shall specify at grant) from the date of such
death or until the expiration of the stated term of the option, whichever period
is shorter.

     (g) Termination by Reason of Disability. If an optionee's employment by the
Company and any Subsidiary or Parent Corporation terminates by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised,
to the extent it was exercisable at the time of termination due to Disability
(or on such accelerated basis as the Committee shall determine at or after
grant), but may not be exercised after nine months (or such shorter period as
the Committee shall specify at grant) from the date of such termination of
employment or the expiration of the stated term of the option, whichever period
is shorter. In the event of termination of employment by reason of Disability,
if an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, the option will
thereafter be treated as a Non-Qualified Stock Option.

     (h) Termination by Reason of Retirement. Unless otherwise determined by the
Committee, if an optionee's employment by the Company and any Subsidiary or
Parent Corporation terminates by reason of Retirement, any Stock Option held by
such optionee may thereafter be exercised to the extent it was exercisable at
the time of such Retirement, but may not be exercised after three months (or
such shorter period as Committee shall specify at grant) from the date of such
termination of employment or the expiration of the stated term of the option,
whichever period is shorter. In the event of termination of employment by reason
of Retirement, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, the
option will thereafter be treated as a Non-Qualified Stock Option.

     (i) Other Termination. Unless otherwise determined by the Committee, if an
optionee's employment by the Company and any Subsidiary or Parent Corporation
terminates for any reason other than death, Disability or Retirement, the Stock
Option may be exercised to the extent it was exercisable at such termination for
the lesser of three months or the balance of the option's term.


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     (j) Annual Limit on Incentive Stock Options. The aggregate Fair Market
Value (determined as of the time the Option is granted) of the Common Stock with
respect to which an Incentive Stock Option under this Plan or any other plan of
the Company and any Subsidiary or Parent Corporation is exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000.

     SECTION 6. Restricted Stock.

     (a) Administration. Shares of Restricted Stock may be issued either alone
or in addition to other awards granted under the Plan. The Committee shall
determine the officers and key employees of the Company and Subsidiaries to
whom, and the time or times at which, grants of Restricted Stock will be made,
the number of shares to be awarded, the time or times within which such awards
may be subject to forfeiture, and all other conditions of the awards. The
Committee may also condition the grant of Restricted Stock upon the attainment
of specified performance goals. The provisions of Restricted Stock awards need
not be the same with respect to each recipient.

     In the event that Restricted Stock awards are granted to members of the
Committee, such awards shall be granted by the Board.

     (b) Awards and Certificates. The prospective recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
and has delivered a fully executed copy thereof to the Company, and has
otherwise complied with the then applicable terms and conditions.

          (i) Each participant shall be issued a stock certificate in respect of
     shares of Restricted Stock awarded under the Plan. Such certificate shall
     be registered in the name of the participant, and shall bear an appropriate
     legend referring to the terms, conditions, and restrictions applicable to
     such award, substantially in the following form:

          "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms and conditions (including
          forfeiture) of the Peoples Educational Holdings, Inc. 1998 Stock Plan
          and an Agreement entered into between the registered owner and Peoples
          Educational Holdings, Inc. Copies of such Plan and Agreement are on
          file in the executive offices of Peoples Educational Holdings, Inc."

          (ii) The Committee shall require that the stock certificates
     evidencing such shares be held in custody by the Company until the
     restrictions thereon shall have lapsed, and that, as a condition of any
     Restricted Stock award, the participant 


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     shall have delivered a stock power, endorsed in blank, relating to the 
     Stock covered by such award.

     (c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to the Plan shall be subject to the following restrictions and
conditions:

          (i) Subject to the provisions of this Plan and the award agreement,
     during a period set by the Committee commencing with the date of such award
     (the "Restriction Period"), the participant shall not be permitted to sell,
     transfer, pledge or assign shares of Restricted Stock awarded under the
     Plan. Within these limits, the Committee may provide for the lapse of such
     restrictions in installments where deemed appropriate.

          (ii) Except as provided in paragraph (c)(i) of this Section 6, the
     participant shall have, with respect to the shares of Restricted Stock, all
     of the rights of a shareholder of the Company, including the right to vote
     the shares and the right to receive any cash dividends. The Committee, in
     its sole discretion, may permit or require the payment of cash dividends to
     be deferred and, if the Committee so determines, reinvested in additional
     shares of Restricted Stock (to the extent shares are available under
     Section 3 and subject to paragraph (f) of Section 10). Certificates for
     shares of Unrestricted Stock shall be delivered to the grantee promptly
     after, and only after, the period of forfeiture shall have expired without
     forfeiture in respect of such shares of Restricted Stock.

          (iii) Subject to the provisions of the award agreement and paragraph
     (c)(iv) of this Section 6, upon termination of employment for any reason
     during the Restriction Period, all shares still subject to restriction
     shall thereupon be forfeited by the participant.

          (iv) In the event of special hardship circumstances of a participant
     whose employment is terminated (other than for Cause), including death,
     Disability or Retirement, or in the event of an unforeseeable emergency of
     a participant still in service, the Committee may, in its sole discretion,
     when it finds that a waiver would be in the best interest of the Company,
     waive in whole or in part any or all remaining restrictions with respect to
     such participant's shares of Restricted Stock.

          (v) All restrictions with respect to any participant's shares of
     Restricted Stock shall lapse or be deemed to have lapsed or been terminated
     on the tenth (10th) business day prior to the occurrence of any of the
     following events: (i) dissolution or liquidation of the Company, other than
     in conjunction with a bankruptcy of the Company or any similar occurrence,
     (ii) any merger, consolidation, acquisition, separation, reorganization or
     similar occurrence, where 



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     the Company will not be the surviving entity or (iii) the transfer of 
     substantially all of the assets of the Company or 75% or more of the 
     outstanding Stock of the Company.


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     SECTION 7. Transfer, Leave of Absence, etc.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:

     (a) a transfer of an employee from the Company to a Parent Corporation or
Subsidiary, or from a Parent Corporation or Subsidiary to the Company, or from
one Subsidiary to another;

     (b) a leave of absence, approved in writing by the Committee, for military
service or sickness, or for any other purpose approved by the Company if the
period of such leave does not exceed ninety (90) days (or such longer period as
the Committee may approve, in its sole discretion); and

     (c) a leave of absence in excess of ninety (90) days, approved in writing
by the Committee, but only if the employee's right to reemployment is guaranteed
either by a statute or by contract, and provided that, in the case of any leave
of absence, the employee returns to work within 30 days after the end of such
leave.

     SECTION 8. Amendments and Termination.

     The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made (i) which would impair the rights
of an optionee or participant under a Stock Option or Restricted Stock award
theretofore granted, without the optionee's or participant's consent, or (ii)
which without the approval of the stockholders of the Company would cause the
Plan to no longer comply with Rule 16b-3 under the Securities Exchange Act of
1934, Section 422 of the Code or any other regulatory requirements.

     The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but, subject to Section 3 above, no
such amendment shall impair the rights of any holder without his consent. The
Committee may also substitute new Stock Options for previously granted options,
including previously granted options having higher option prices.

     SECTION 9. Unfunded Status of Plan.

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


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however, that the existence of such trusts or other arrangements is consistent 
with the unfunded status of the Plan.

     SECTION 10. General Provisions.

     (a) The Committee may require each person purchasing shares pursuant to a
Stock Option under the Plan to represent to and agree with the Company in
writing that the optionee is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.

     All certificates for shares of Stock delivered under the Plan pursuant to
any Restricted Stock awards shall be subject to such stock-transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed, and any applicable
Federal or state securities laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

     (b) Subject to paragraph (d) below, recipients of Restricted Stock awards
under the Plan (not including Stock Options) are not required to make any
payment or provide consideration other than the rendering of services.

     (c) Nothing contained in this Plan shall prevent the Board of Directors
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any employee of the Company or any subsidiary
any right to continued employment with the Company or a Subsidiary, as the case
may be, nor shall it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any time.

     (d) Each participant shall, no later than the date as of which any part of
the value of an award first becomes includable as compensation in the gross
income of the participant for Federal income tax purposes, pay to the Company,
or make arrangements satisfactory to the Committee regarding payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to the award. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company and Subsidiaries
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant. With respect to
any award under the Plan, if the terms of such award so permit, a participant
may elect by written notice to the Company to satisfy part or all of the
withholding tax requirements associated with the award by (i) authorizing the
Company to retain from the number of shares of Stock that would otherwise be
deliverable to the participant, or (ii) delivering to the Company from shares of
Stock already owned by the participant, that number of shares having an
aggregate Fair Market Value equal to part or all of the tax payable by 


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the participant under this Section 10(d). Any such election shall be in
accordance with, and subject to, applicable tax and securities laws, regulations
and rulings.

     (e) At the time of grant, the Committee may provide in connection with any
grant or award made under this Plan that the shares of Stock received as a
result of such grant shall be subject to a repurchase right in favor of the
Company, pursuant to which the participant shall be required to offer to the
Company upon termination of employment for any reason any shares that the
participant acquired under the Plan, with the price being the then Fair Market
Value of the Stock or, in the case of a termination for Cause, an amount equal
to the cash consideration paid for the Stock, subject to such other terms and
conditions as the Committee may specify at the time of grant. The Committee may,
at the time of the grant of an award under the Plan, provide the Company with
the right to repurchase, or require the forfeiture of, shares of Stock acquired
pursuant to the Plan by any participant who, at any time within two years after
termination of employment with the Company, directly or indirectly competes
with, or is employed by a competitor of, the Company.

     (f) The reinvestment of dividends in additional Restricted Stock at the
time of any dividend payment shall only be permissible if the Committee (or the
Company's chief executive or chief financial officer) certifies in writing that
under Section 3 sufficient shares are available for such reinvestment (taking
into account then outstanding Stock Options and other Plan awards).

     SECTION 11. Effective Date of Plan.

     The Plan was approved by the Board and became effective on August 31, 1998.





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