EXHIBIT 10(a)

                              TECH-SYM CORPORATION
                             1990 STOCK OPTION PLAN

                               (THIRD AMENDMENT)

     This Third Amendment shall be effective upon its approval by the
stockholders of Tech-Sym Corporation (the "Company") at the 1997 annual
meeting of the stockholders. However, if the stockholders of the Company do not
approve this Third Amendment at the 1997 annual meeting of stockholders of the
Company, this amendment shall be null and void for all purposes. Further, no
grants shall be made pursuant to this amendment prior to the date this amendment
is approved by the stockholders. The terms of the Plan, as amended and restated
by this Third Amendment, are as set forth below.

1.  PURPOSE

     The purpose of the Tech-Sym corporation 1990 Stock Option Plan (the
"Plan") is to advance the interests of Tech-Sym Corporation (the "Company")
and its Subsidiaries (as defined below) by providing incentive awards and stock
ownership opportunities to those key employees including officers and directors
who are employees) who contribute significantly to the performance of the
Company and its Subsidiaries ("Key Employees") and stock ownership
opportunities to the members of the Board of Directors of the company (the
"Board") who are not employees of the Company or a Subsidiary ("Nonemployee
Directors"). In addition, the Plan is intended to enhance the ability of the
Company and its Subsidiaries to attract and retain individuals of superior
managerial ability and to motivate such individuals to exert their best efforts
towards future progress and profitability of the Company and its Subsidiaries.

     For purposes of the Plan, a Subsidiary shall be any corporation in which
the Company has a direct or indirect ownership interest of 50% or more the total
combined voting power of all classes of stock in such corporation.

2.  ADMINISTRATION AND INTERPRETATION

     a.  ADMINISTRATION.  The Plan shall be administered by a committee (the
"Committee") consisting of not less than three members of the Board appointed
by and serving at the pleasure of the Board; provided that each member shall be
a "nonemployee director" within the meaning of Rule 16b-3 which has been
adopted by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as such Rule or its equivalent is in effect from time to time. The
Board may from time to time appoint members of the Committee in substitution for
or in addition to members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee may prescribe, amend and rescind rules
and regulations for the administration of the Plan and shall have the full power
and authority to construe and interpret the Plan. A majority of the members of
the Committee shall constitute a quorum and the acts of a majority of the
members present at a meeting or the acts of a majority of the members evidenced
in writing shall be the acts of the Committee. The Committee may correct any
defect or any omission or reconcile any inconsistency in the Plan or in any
award or grant made hereunder in the manner and to the extent it shall deem
desirable.

     The Committee shall have the full and exclusive right to grant all Options
and SARs (both as defined below), other than the automatic grant of Options and
SARs to Nonemployee Directors as provided in
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Section 5 below. In granting Options or SARs, the Committee shall take into
consideration the contribution the employee has made or may make to the success
of the Company or its Subsidiaries and such other considerations as the
Committee shall determine. The Committee shall also have the authority to
consult with and receive recommendations from officers and other employees of
the Company and its Subsidiaries with regard to these matters. In no event shall
any employee, his legal representatives, heirs, legatees, distributees, or
successors have any right to participate in the Plan, except to such extent, if
any, as the Committee shall determine.

     The Committee may from time to time in granting Options or SARs under the
Plan prescribe such other terms and conditions concerning such Options or SARs
as it deems appropriate, provided that such terms and conditions are not more
favorable to the Key Employee than those expressly set forth in the Plan.

     The day-to-day administration of the Plan may be carried out by such
officers and employees of the Company and its Subsidiaries as shall be
designated from time to time by the Committee.

     b.  INTERPRETATION.  The interpretation and construction by the Committee
of any provisions of the Plan or of any award or grant under the Plan and any
determination by the Committee under any provision of the Plan or any such award
or grant shall be final and conclusive for all purposes.

     c.  LIMITATION ON LIABILITY.  Neither the Committee nor any member thereof
shall be liable for any act, omission, interpretation, construction or
determination made in connection with the Plan in good faith, and the members of
the Committee shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage or expense (including counsel
fees) arising therefrom to the full extent permitted by law and under any
directors and officers liability insurance coverage that may be in effect from
time to time.

3.  SHARES SUBJECT TO AWARDS UNDER THE PLAN

     a.  LIMITATION ON NUMBER OF SHARES.  The shares subject to grants of
Options and SARs shall be shares of the Company's authorized but unissued common
stock, par value $.10 per share, and shares, if any, of such common stock that
are issued but not outstanding and held as treasury stock by the Company
("Common Stock"). Subject to adjustment as hereinafter provided, the aggregate
number of shares of Common Stock as to which Options and/or SARs may be granted
under the Plan shall not exceed 1,158,000 shares.

     Shares of Common Stock ceasing to be subject to an Option or SAR because of
the exercise of such Option or SAR shall no longer be subject to any further
grant under the Plan. If any outstanding Option or SAR, in whole or in part,
expires or terminates unexercised or is cancelled for any reason prior to
January 1, 2000, the shares of Common Stock allocable to the unexercised,
terminated, cancelled or forfeited portion of such Option or SAR may again be
made the subject of grants under the Plan.

     b.  ADJUSTMENTS OF AGGREGATE NUMBER OF SHARES.  The aggregate number of
shares of Common Stock stated in Section 3(a) shall be subject to appropriate
adjustment, from time to time, in accordance with the provisions of Section 6
hereof. In the event of a change in the Common Stock of the Company that is
limited to a change in the designation thereof to "Capital Stock" or other
similar designation, or to a change in the par value thereof, or from par value
to no par value, without increase or decrease in the number of issued shares,
the shares resulting from any such change shall be deemed to be Common Stock
within the meaning of the Plan.

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4.  ELIGIBILITY

     The individuals eligible to receive Options and/or SARs under the Plan
shall be those Key Employees as the Committee from time to time shall determine.
In addition, each Nonemployee Director shall automatically receive Options and
SARs under the Plan as provided in Section 5 below.

5.  STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

     a.  GRANTS OF OPTIONS.

          (1)  IN GENERAL.  Options granted under the Plan may be either
     "Incentive Stock Options" or "Non-qualified Stock Options" (both as
     defined below and collectively referred to as "Options"), or both.
     Options granted under the Plan shall be such type and for such number of
     shares of Common Stock, subject to such terms and conditions as the
     Committee shall designate.

          The Committee may grant Incentive Stock Options and/or Non-qualified
     Stock Options to Key Employees at any time and from time to time before
     January 1, 2000.

          (2)  INCENTIVE STOCK OPTIONS.  The term "Incentive Stock Option"
     shall mean an Option, or portion thereof, that is intended to qualify as an
     incentive stock option under Section 422 of the Internal Revenue Code of
     1986, as amended (the "Code").

          (3)  NON-QUALIFIED STOCK OPTIONS.  The term "Non-qualified Stock
     Option" shall mean any Option, or portion thereof, that is not an
     Incentive Stock Option. Except as specifically provided herein, the
     provisions of this Plan shall apply in the same manner to Incentive Stock
     Options and to Non-qualified Stock Options.

     b.  GRANTS OF STOCK APPRECIATION RIGHTS.

          (1)  IN GENERAL.  The term stock appreciation right or "SAR" shall
     mean the right to receive from the Company an amount equal to the Market
     Value Per Share (as defined in Section 5c.(4) below) on the exercise date,
     over the Market Value Per Share on the date of grant, multiplied by the
     total number of shares of Common Stock for which the SAR is exercised. The
     amount payable by the Company upon the exercise of a SAR may be paid in
     cash or in shares of Common Stock or in any combination thereof as the
     Committee in its sole discretion shall determine, but no fractional shares
     shall be issuable pursuant to any SAR.

          SARs may be granted by the Committee to any Key Employee at any time
     and from time to time before January 1, 2000. A SAR may, but need not,
     relate to a specific Option granted under this Plan. If a SAR relates to a
     specific Option, it may be granted either concurrently with the Option or
     at any time prior to the exercise, termination, cancellation or expiration
     of such Option.

          (2)  LIMITATIONS ON SARS.  The Committee may fix such waiting periods,
     exercise dates or other limitations as it shall deem appropriate with
     respect to SARs granted under the Plan; provided, however, that each SAR
     granted hereunder shall be exercisable only upon consent of the Committee;
     and provided further, that a SAR that relates to a specific Option shall be
     exercisable only when and to the extent that the Option to which it relates
     is exercisable.

     c.  TERMS OF OPTIONS AND SARS.  Options and SARs granted pursuant to this
Plan shall be evidenced by stock option agreements and/or SAR agreements
respectively (collectively referred to herein as "agreements") that shall
comply with and be subject to the following terms and conditions and may contain
such other provisions, consistent with this Plan, as the Committee shall deem
advisable. SARs that relate to a specific Option, however, may be evidenced by
stock option agreements or agreements amending

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and/or forming a part of the stock option agreements to which such SARs relate.
Reference herein to agreements shall include, to the extent applicable, any
amendments to such agreements.

          (1)  PAYMENT OF OPTION EXERCISE PRICE.  Upon exercise of an Option,
     the full option exercise price for the shares with respect to which the
     Option is being exercised shall be payable to the Company (i) in cash or by
     check payable and acceptable to the Company or (ii) subject to the approval
     of the Committee, (a) by tendering to the Company shares of Common Stock
     owned by the optionee having an aggregate Market Value Per Share as of the
     date of exercise and tender that is not greater than the full option
     exercise price for the shares with respect to which the Option is being
     exercised and by paying any remaining amount of the option exercise price
     as provided in (i) above (provided that the Committee may, upon confirming
     that the optionee owns the number of shares being tendered, authorize the
     issuance of a new certificate for the number of shares being acquired
     pursuant to the exercise of the Option less the number of shares being
     tendered upon the exercise and return to the optionee (or not require
     surrender of) the certificate for the shares being tendered upon the
     exercise) or (b) by the optionee delivering to the Company a properly
     executed exercise notice together with irrevocable instructions to a broker
     to promptly deliver to the Company cash or a check payable and acceptable
     to the company to pay the option exercise price; provided that in the event
     the optionee chooses to pay the option exercise price as provided in
     (ii)(b) above, the optionee and the broker shall comply with such
     procedures and enter into such agreements of indemnity and other agreements
     as the Committee shall prescribe as a condition of such payment procedure.
     Payment instruments will be received subject to collection.

          (2)  NUMBER OF SHARES.  Each agreement shall state the total number of
     shares of Common Stock that are subject to the Option and/or SAR.

          (3)  EXERCISE PRICE.  The exercise price for each Option and SAR shall
     be fixed by the Committee at the date of grant, but in no event may such
     exercise price per share be less than the Market Value Per Share (as
     defined below) on the date of the grant of the Option or SAR.

          (4)  MARKET VALUE PER SHARE.  The Market Value Per Share as of any
     particular date shall be determined by any fair and reasonable means
     determined by the Committee, which may include, if the Common Stock is
     listed for trading on the New York Stock Exchange, the closing price
     published in THE WALL STREET JOURNAL reports of New York Stock Exchange --
     Composite Transactions for the day of the grant, or if no trade of the
     Common Stock shall have been reported for such date, the closing price
     which is published in THE WALL STREET JOURNAL reports of the New York Stock
     Exchange -- Composite Transactions for the next day prior thereto on which
     a trade of the Common Stock was so reported.

          (5)  TERM.  The term of each Option and/or SAR shall be determined by
     the Committee at the date of grant; provided, however, that each Option
     and/or SAR shall, notwithstanding anything in the Plan or an agreement to
     the contrary, expire ten years from the date the Option or SAR is granted
     or, if earlier, the date specified in the agreement at the date of grant of
     such Option or SAR.

          (6)  DATE OF EXERCISE.  In the discretion of the Committee, each
     agreement may contain a provision not inconsistent with Section 8 hereof
     stating that the Option and/or SAR granted therein may not be exercised in
     whole or in part for a period or periods of time specified in such
     agreement, subject to Section 8, and except as so specified therein, any
     Option or SAR may be exercised in whole at any time or in part from time to
     time during its term. The Committee may, however, at any time, in its sole
     discretion amend any outstanding Option or SAR to accelerate the time that
     such Option or

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     SAR shall be exercisable or to provide that the time for exercising such
     Option or SAR shall be accelerated upon the occurrence of a specified
     event.

          (7)  TERMINATION OF EMPLOYMENT.  In the event that an individual's
     employment with the Company and its Subsidiaries shall terminate, for
     reasons other than (i) retirement with the consent of the Company or the
     individual's employing Subsidiary, as the case may be, ("retirement"),
     (ii) permanent disability or (iii) death, the individual's Options and/or
     SARs shall be exercisable by him, subject to subsections (5) and (6) above,
     only within three months after such termination, but only to the extent the
     Option and/or SAR was exercisable immediately prior to such termination of
     employment.

          If, however, any termination of employment is due to retirement or
     permanent disability, the individual shall have the right after such
     termination of employment, subject to the provisions of subsections (5) and
     (6) above, to exercise any outstanding Option and/or SAR in full at any
     time during the remaining term provided therefor in the related agreements.
     Whether any termination of employment is due to retirement or permanent
     disability shall be determined by the Committee.

          If an individual shall die while entitled to exercise an Option and/or
     SAR, the individual's estate, personal representative or beneficiary, as
     the case may be, shall have the right, subject to the provisions of
     subsections (5) and (6) above, to exercise such Option and/or SAR at any
     time within 12 months from the date of the optionee's death, to the extent
     that the optionee was entitled to exercise the same on the day immediately
     prior to the optionee's death.

     d.  EFFECTS OF EXERCISE OF OPTIONS AND SARS.  The right of an individual to
exercise an Option or SAR shall terminate to the extent that such Option or SAR
is exercised and, to the extent that a SAR relates to a specific Option, the
exercise of the SAR shall terminate a corresponding portion of the related
Option and, conversely, to the extent that such optionee exercises the related
Option, a corresponding portion of such SAR shall terminate.

     e.  OPTIONS AND SARS GRANTED BY OTHER CORPORATIONS.  Options and SARs may
be granted under the Plan from time to time in substitution for stock options
and stock appreciation rights held by employees of corporations who become Key
Employees as a result of a merger or consolidation of the employer corporation
with the Company or a Subsidiary, or the acquisition by the Company or a
Subsidiary of assets of the employer corporation, or the acquisition by the
Company or a Subsidiary of stock of the employer corporation, with the result
that such employer corporation becomes a Subsidiary.

     f.  OPTIONS AND SARS GRANTED TO NONEMPLOYEE DIRECTORS.  Options and SARs
granted to Nonemployee Directors shall be subject to all provisions and terms of
this Plan otherwise applicable thereto, except that notwithstanding such other
provisions and terms of this Plan to the contrary, all Options and SARs granted
to Nonemployee Directors shall be subject to the following provisions:

          (1)  TYPE AND TERMS OF AWARDS.  Each Option granted to a Nonemployee
     Director shall be a Non-qualified Stock Option and shall be automatically
     accompanied by an SAR for the entire number of shares subject to the
     Option. The agreement with respect to each such grant shall provide that
     the accompanying SAR, if and to the extent exercised, shall be
     automatically paid one-half in cash and one-half in shares of Common Stock
     except that no fractional shares of Common Stock shall be issued. All
     Options and SARs granted to Directors shall have an exercise price equal to
     the Market Value Per Share on the date of grant, shall become exercisable
     on and after the first anniversary of the date of grant (except as provided
     in Section 8) and shall have a term of ten years unless earlier terminated
     as provided in (3) below.

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          (2)  GRANTING OF AWARDS.  Each person who is elected or appointed to
     the Board as a Nonemployee Director for the first time shall automatically
     receive, on the date of his or her election or appointment, an Option for
     10,000 shares of Common Stock. On the date of the regular annual meeting of
     the stockholders of the Company in each year that this Plan is in effect
     (commencing with the 1997 annual meeting of stockholders), each Nonemployee
     Director who is in office on that day and who was not elected for the first
     time at such annual meeting shall automatically receive an Option for 2,000
     shares of Common Stock.

          (3)  TERMINATION OF SERVICE.  In the event that a Nonemployee Director
     ceases to be a member of the Board, Options and SARs then held by such
     individual shall be exercisable, subject to subsections c.(5) and (6)
     above, only within 12 months after such termination of service and only to
     the same extent that such Options and SARs were exercisable on the date of
     such termination; provided, however, that if the termination is due to the
     death, permanent disability or retirement of the individual pursuant to a
     Company policy, all Options and SARs held by such Nonemployee Director
     shall be exercisable after the date of such termination of service in full
     at any time during the remaining term provided therefor in the related
     agreements, subject to subsections c.(5) and (6) above.

     g.  INDIVIDUAL LIMITS.  Notwithstanding anything in the Plan to the
contrary, no person may receive Options and SARs with respect to more than
250,000 shares of Common Stock during any calendar year, but disregarding any
SAR granted in tandem with an Option.

6.  RECAPITALIZATION

     The aggregate number of shares stated in Section 3a, the number of shares
of Common Stock to which each outstanding Option and SAR relates, and the
exercise price in respect of each such Option and SAR shall be adjusted in an
equitable manner determined by the Committee, in its sole discretion and without
liability to any person, in the event of (i) a subdivision or consolidation of
shares of Common Stock or other capital adjustments, (ii) the payment of a stock
dividend or a recapitalization or (iii) a "corporate transaction", as such
term is deemed in Treasury Regulation ^1.425-1(a)(1)(ii), or any other
transaction which, in the opinion of the Committee, is similar to a "corporate
transaction", as deemed by the said Treasury Regulations as in effect on
January 1, 1990, including without limitation any spin-off or other distribution
to the security holders of the Company of securities or property of the Company
or a Subsidiary. The Committee may exercise its discretion to make any such
adjustments on an optionee-by-optionee basis and with respect to all or only
some of the Options or SARs held by an optionee.

7.  MERGER OR CONSOLIDATION

     Except as otherwise provided in Section 8 below, after a merger of one or
more corporations into the Company in which the Company shall survive, or after
a consolidation of the Company and one or more corporations, in which the
resulting corporation remains, as an independent, publicly-owned corporation, an
optionee shall, at the same cost, be entitled upon the exercise of an Option or
SAR to receive (subject to any required action by stockholders and the
discretion of the Committee as to the payment of cash with respect to a SAR)
such stock, cash and/or securities of the surviving or resulting corporation as
the board of directors of such corporation, in its sole discretion and without
liability to any person, shall determine to be equivalent, as nearly as
practicable, to the nearest whole number and class of shares of Common Stock or
other securities that were then subject to such Option or SAR and such shares of
stock or other securities shall, after such merger or consolidation, be deemed
to be shares of Common Stock for all purposes of the Plan and any agreement.

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8.  CHANGE IN CONTROL

     In the event of a Change in Control (as defined below), then,
notwithstanding any other term of this Plan or any agreement to the contrary,
any and all outstanding Options and SARs not fully vested shall automatically
vest in full and, except as provided below with respect to a person subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), be immediately exercisable. The date on which such accelerated vesting
and immediate exercisability shall occur (the "Acceleration Date") shall be
the date of the occurrence of the Change in Control.

     A "Change in Control" shall be deemed to have occurred if:

          (a) any "person," as such term is used in Section 13(d) and 14(d) of
     the Exchange Act (other than the Company, any trustee or other fiduciary
     holding securities under an employee benefit plan of the Company, or any
     company owned, directly or indirectly, by the stockholders of the Company
     in substantially the same proportions as their ownership of stock of the
     Company) together with its "Affiliates" and "Associates", as such term
     is defined in Rule 12b-2 of the Exchange Act, is or becomes the
     "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company representing 25% or
     more of the combined voting power of the Company's then outstanding
     securities;

          (b) during any period of two consecutive years (not including any
     period prior to the effective date of this Plan), individuals who at the
     beginning of such period constitute the Board, and any new director (other
     than a director designated by a person who has entered into an agreement
     with the Company to effect a transaction described in clause (a), (c) or
     (d) of this definitions) whose election by the Board or nomination for
     election by the Company's stockholders was approved by a vote of at least
     two-thirds of the directors then still in office who either were directors
     at the beginning of the period or whose election or nomination for election
     was previously so approved, cease for any reason to constitute at least a
     majority thereof;

          (c) the stockholders of the Company approve a merger or consolidation
     of the Company with any other company other than (i) a merger or
     consolidation which would result in the voting securities of the Company
     outstanding immediately prior thereto continuing to represent (either by
     remaining outstanding or by being converted into voting securities of the
     surviving entity) more than 80% of the combined voting power of the voting
     securities of the Company (or such surviving entity) outstanding
     immediately after such merger or consolidation, or (ii) a merger or
     consolidation effected to implement a recapitalization of the Company (or
     similar transaction) in which no "person" (as herein above defined)
     acquires more than 25% of the combined voting power of the Company's then
     outstanding securities; or

          (d) the stockholders of the Company adopt a plan of complete
     liquidation of the Company or approve an agreement for the sale, exchange
     or disposition by the Company of all or a significant portion of the
     Company's assets. For purposes of this clause (d), the term "the sale,
     exchange or disposition by the Company of all or a significant portion of
     the Company's assets" shall mean a sale or other disposition transaction
     or series of related transactions involving assets of the Company or any
     Subsidiary (including the stock of any Subsidiary) in which the value of
     the assets or stock being sold or otherwise disposed of (as measured by the
     purchase price being paid therefor or by such other method as the Board
     determines is appropriate in a case where there is no readily ascertainable
     purchase price) constitutes more than 25% of the fair market value of the
     Company (as hereinafter defined). For purposes of the preceding sentence,
     the "fair market value of the Company" shall be the aggregate market
     value of the outstanding shares of common stock of the Company (on a fully
     diluted

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     basis) plus the aggregate market value of the Company's other outstanding
     equity securities. The aggregate market value of the shares of common stock
     of the Company shall be determined by multiplying the number of shares of
     the Company's common stock (on a fully diluted basis) outstanding on the
     date of the execution and delivery of a definitive agreement with respect
     to the transaction or series of related transactions (the "Transaction
     Date") by the average closing price of the shares of common stock of the
     Company for the ten trading days immediately preceding the Transaction
     Date. The aggregate market value of any other equity securities of the
     Company shall be determined in a manner similar to that prescribed in the
     immediately preceding sentence for determining the aggregate market value
     of the shares of common stock of the Company or by such other method as the
     Board shall determine is appropriate.

     Notwithstanding the foregoing however, a Change in Control shall not be
deemed to have occurred if, prior to the time a Change in Control would
otherwise be deemed to have occurred pursuant to the above provisions, the Board
determines otherwise.

     If during the 60-day period following any such Acceleration Date or, with
respect to an Option or SAR granted to an officer or director subject to Section
16(b) of the Exchange Act, the 60-day period following the earlier of the date
that Section 16(b) of the Exchange Act ceases to apply to such person or six
months following the date of grant of such Option or SAR (but not to exceed the
remaining term of such Option or SAR), a participant (or beneficiary thereof)
elects to exercise an Option or SAR, the holder shall receive in cash whichever
of the following amounts is applicable:

          (i) with respect to an acquisition of Common Stock described in clause
     (a) of the definition of Change in Control, an amount equal to the
     Acquisition Spread (as defined below);

          (ii) with respect to a change in composition of the Board described in
     clause (b) of the definition of Change in Control, an amount equal to the
     Spread (as defined below); or

          (iii) with respect to stockholder approval of an agreement or adoption
     of a plan described in clause (c) or (d) of the definition of Change in
     Control, an amount equal to the Merger Spread (as defined below).

Notwithstanding the foregoing provisions of this Section 8, in the case of an
exercise in respect of an Incentive Stock Option, the holder may not receive an
amount in excess of the maximum amount that will enable such option to continue
to qualify as an Incentive Stock Option.

     As used in this Section 8, the following terms shall have the meaning
indicated:

          (1)  The term "Acquisition Price Per Share" shall mean the greater
     of (i) the highest price paid by a person (or an Affiliate or Associate
     thereof) for any share of Common Stock acquired prior to, but in connection
     with, a Change in Control described in clause (a) of the definition of a
     Change in Control or (ii) the highest Market Value Per Share for any day
     during the 60-day period ending on the date the Option or SAR is exercised.

          (2)  The term "Acquisition Spread" shall mean an amount equal to the
     product obtained by multiplying (i) the excess of (A) the Acquisition Price
     Per Share over (B) the price per share of Common Stock at which the Option
     or SAR is exercisable, by (ii) the number of shares of Common Stock with
     respect to which such Option or SAR is being exercised.

          (3)  The term "Merger Price Per Share" shall mean the greater of (i)
     the fixed or formula price for the acquisition of shares of Common Stock
     specified in such agreement or adoption, if such fixed or formula price is
     determinable on the date on which such Option or SAR is exercised, and (ii)
     the

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     highest Market Value Per Share for any day during the 60-day period ending
     on the date on which such Option or SAR is exercised.

          (4)  The term "Merger Spread" shall mean an amount equal to the
     product obtained by multiplying (i) the excess of (A) the Merger Price Per
     Share over (B) the price per share of Common Stock at which the Option or
     SAR is exercisable, by (ii) the number of shares of Common Stock with
     respect to which such Option or SAR is being exercised.

          (5)  The term "Spread" shall mean an amount equal to the product
     obtained by multiplying (i) the excess of (A) the highest Market Value Per
     Share for any day during the 60-day period ending on the date the Option or
     SAR is exercised over (B) the price per share of Common Stock at which the
     Option or SAR is exercisable, by (ii) the number of shares of Common Stock
     with respect to which the Option or SAR is being exercised.

     The Company intends that this Section 8 shall comply with the requirements
of Rule 16b-3 and any future rules promulgated in substitution therefor ("the
Rule") under the Exchange Act during the term of the Plan. Should any provision
of this Section 8 not be necessary to comply with the requirements of the Rule
or should any additional provisions be necessary for this Section 8 to comply
with the requirements of the Rule, the Board may amend the Plan to add to or
modify the provisions of the Plan accordingly.

9.  EMPLOYEE'S AGREEMENT

     If, at the time of the exercise of any Option or SAR, in the opinion of
counsel for the Company, it is necessary or desirable, in order to comply with
any then applicable laws or regulations relating to the sale of securities, for
the individual exercising the Option or SAR to agree to hold any shares issued
to the individual for investment and without intention to resell or distribute
the same and for the individual to agree to dispose of such shares only in
compliance with such laws and regulations, the individual will, upon the request
of the Company, execute and deliver to the Company a further agreement to such
effect.

10.  WITHHOLDING FOR TAXES

     Any cash payment under the Plan shall be reduced by any amounts required to
be withheld or paid with respect thereto under all present or future federal,
state and local tax and other laws and regulations that may be in effect as of
the date of each such payment ("Tax Amounts"). Any issuance of Common Stock
pursuant to the exercise of an Option or other distribution of Common Stock
under the Plan shall not be made until appropriate arrangements have been made
for the payment of any amounts that may be required to be withheld or paid with
respect thereto. Such arrangements may, at the discretion of the Committee,
include allowing the optionee to tender to the Company shares of Common Stock
owned by optionee, or to request the Company to withhold a portion of the shares
of Common Stock being acquired pursuant to the exercise or otherwise distributed
to optionee, which have a Market Value Per Share as of the date of such
exercise, tender or withholding that is not greater than the sum of all Tax
Amounts, together with payment of any remaining portion of all Tax Amounts in
cash or by check payable and acceptable to the Company.

11.  TERMINATION OF AUTHORITY TO GRANT AWARDS

     No Options or SARs may be granted pursuant to this Plan after December 31,
1999.

12.  AMENDMENT AND TERMINATION

     The Board may from time to time and at any time alter, amend, suspend,
discontinue or terminate this Plan and any grants hereunder; provided, however,
that no such action of the Board may, without the

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approval of the stockholders of the Company, alter the provisions of the Plan so
as to (i) increase the maximum number of shares of Common Stock that may be
subject to grants and distributed in the payment of exercises under the Plan
(except as provided in Section 3b); (ii) change the class of employees eligible
to receive grants under the Plan; (iii) extend beyond ten years the maximum
terms of Options or SARs granted under the Plan or extend the term of the Plan;
or (iv) change the operation of Section 5f., concerning automatic grants to
Nonemployee Directors, unless, in each case, such approval is not required to
meet the requirements of the Rule.

13.  PREEMPTION BY APPLICABLE LAWS AND REGULATIONS

     Anything in the Plan or any agreement entered into pursuant to the Plan to
the contrary notwithstanding, if, at any time specified herein or therein for
the making of any determination, the issuance or other distribution of shares of
Common Stock, or the payment of consideration to an employee as a result of the
exercise of any SAR, as the case may be, any law, regulation or requirement of
any governmental authority having jurisdiction in the premises shall require
either the Company or the employee (or the employee's beneficiary), as the case
may be, to take any action in connection with any such determination, the shares
then to be issued or distributed, or such payment, the issue or distribution of
such shares or the making of such determination or payment, as the case may be,
shall be deferred until such action shall have been taken.

14.  CHANGE IN CONTROL LIMITATION

     Notwithstanding any other provision in the Plan, to the extent that the
acceleration of exercisability of an Option or SAR under this Plan following a
Change in Control, when aggregated with other payments or benefits to the
participant, whether or not payable pursuant to this Plan, would, as determined
by tax counsel selected by the Company, result in "excess parachute payments"
(as defined in Section 280G of the Code) such parachute payments or benefits
provided to a participant under this Plan shall be reduced to the extent
necessary so that no portion thereof shall be subject to the excise tax imposed
by Section 4999 of the Code, but only if, by reason of such reduction, the
participant's net after tax benefit shall exceed the net after tax benefit if
such reduction were not made. "Net after tax benefit" shall mean the sum of
(i) all payments and benefits which a participant receives or is then entitled
to receive that would constitute a "parachute payment" within the meaning of
Section 280G of the Code, less (ii) the amount of federal income taxes payable
with respect to the payments and benefits described in (i) above calculated at
the maximum marginal income tax rate for the year in which such payments and
benefits shall be paid to the participant (based upon the rate for such year as
set forth in the Code at the time of the first payment of the foregoing), less
(iii) the amount of excise taxes imposed with respect to the payments and
benefits described in (i) above by Section 4999 of the Code.

15.  MISCELLANEOUS

     a.  NO EMPLOYMENT CONTRACT.  Nothing contained in the Plan shall be
construed as conferring upon any employee the right to continue in the employ of
the Company or any Subsidiary.

     b.  EMPLOYMENT WITH SUBSIDIARIES.  Employment by the Company for the
purpose of this Plan shall be deemed to include employment by, and to continue
during any period in which an employee is in the employment of, any Subsidiary.

     c.  NO RIGHTS AS A STOCKHOLDER.  A participant shall have no rights as a
stockholder with respect to shares covered by such participant's Option or SAR
until the date of the issuance of shares to the participant

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pursuant thereto. No adjustment will be made for dividends or other
distributions or rights for which the record date is prior to the date of such
issuance.

     d.  NO RIGHT TO CORPORATE ASSETS.  Nothing contained in the Plan shall be
construed as giving any participant, such participant's beneficiaries or any
other person any equity or other interest of any kind in any assets of the
Company or any Subsidiary or creating a trust of any kind or a fiduciary
relationship of any kind between the Company or a Subsidiary and any such
person.

     e.  NO RESTRICTION ON CORPORATE ACTION.  Nothing contained in the Plan
shall be construed to prevent the Company or any Subsidiary from taking any
corporate action that is deemed by the Company or such Subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any grant made under the Plan. No participant,
beneficiary or other person shall have any claim against the Company or any
Subsidiary as a result of any such action.

     f.  NON-ASSIGNABILITY.  A participant shall not have the power or right to
sell, exchange, pledge, transfer, assign or otherwise encumber or dispose of
such participant's interest in any grant under the Plan nor shall such interest
be subject to seizure for the payment of a participant's debts, judgments,
alimony, or separate maintenance or be transferable by operation of law in the
event of a participant's bankruptcy or insolvency and to the extent any such
interest arising under the Plan is awarded to a spouse pursuant to any divorce
proceeding, such interest shall be deemed to be terminated and forfeited
notwithstanding an vesting provisions or other terms herein or in the agreement
evidencing such aware.

     g.  APPLICATION OF FUNDS.  The proceeds received by the Company from the
sale of shares pursuant to the Plan will be used for general corporate purposes.

     h.  SALE OF SUBSIDIARY OR ASSETS.  In the event a Key Employee ceases to be
employed by the Company or a Subsidiary as a result of a sale or other
disposition by the Company of a Subsidiary or all or part of the business
operations of the Company or a Subsidiary, the Committee, in its sole
discretion, may accelerate the exercisability of any grant under the Plan, in
whole or in part, as it deems appropriate.

     i.  GOVERNING LAW; CONSTRUCTION.  All rights and obligations under the Plan
shall be governed by, and the Plan shall be construed in accordance with, the
laws of the State of Texas without regard to the principles of conflicts of
laws. Titles and headings to Sections herein are for purposes of reference only,
and shall in no way limit, define or otherwise affect the meaning or
interpretation of any provisions of the Plan.

Effective Date of Plan: February 15, 1990.
Effective Date of Third Amendment: April 29, 1997.

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