EXHIBIT 10.a

                              TECH-SYM CORPORATION

                           1998 EQUITY INCENTIVE PLAN

                                (FIRST AMENDMENT)

      Tech-Sym Corporation, a Nevada corporation (the "Company"), hereby adopts
this First Amendment of the Tech-Sym Corporation 1998 Equity Incentive Plan (the
"Plan"), which amends and restates the Plan effective as of June 17, 1998.

      1. PURPOSE. The purpose of the Plan is to promote the interests of the
Company by encouraging employees of, and consultants to, the Company and its
Affiliates and the directors of the Company who are not also employees of the
Company or an Affiliate, to acquire or increase their equity interests in the
Company and to provide a means whereby such persons may develop a sense of
proprietorship and personal involvement in the development and financial success
of the Company, and to encourage them to remain with and devote their best
efforts to the business of the Company, thereby advancing the interests of the
Company and its stockholders. The Plan is also contemplated to enhance the
ability of the Company and its Affiliates to attract and retain the services of
individuals who are believed to be essential for the growth and profitability of
the Company.

      2. DEFINITIONS. As used in this Plan:

            (A) "AFFILIATE" means, at any time, any corporation, partnership or
      other entity in which the Company, directly or indirectly, has a
      significant equity interest, as determined by the Committee.

            (B) "APPRECIATION RIGHT" means a right granted pursuant to Paragraph
      5.

            (C) "AWARD" means an Option Right, an Appreciation Right, a Director
      Option, Phantom Shares, a Performance Unit, Bonus Stock, Restricted Stock
      or a Cash Tax Right.

            (D) "BOARD" means the Board of Directors of the Company.

            (E) "BONUS STOCK" means unrestricted shares of Common Stock granted
      pursuant to Paragraph 9.

            (F) "CASH TAX RIGHT" means a right granted pursuant to Paragraph 10.
<PAGE>
            (G) "CHANGE IN CONTROL" shall occur if:

                  (i) any "person," as such term is used on Section 13(d) and
            14(d) of the Exchange Act (other than the Company or any employee
            benefit plan of the Company) together with its "affiliates" and
            "associates," as such terms are 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;

                  (ii) 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 (i), (iii) or (iv) of this definition) 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;

                  (iii) the stockholders of the Company approve a merger or
            consolidation of the Company with any other company other than (1) 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 (2) a merger or consolidation effected to
            implement a recapitalization of the Company (or similar transaction)
            in which no "person" (as hereinabove defined) acquires more than 25%
            of the combined voting power of the Company's then outstanding
            securities; or

                  (iv) 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 (iv),
            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
<PAGE>
            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 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.

            (h) "CODE" means the Internal Revenue Code of 1986, as in effect
      from time to time.

            (i) "COMMITTEE" means the Compensation Committee of the Board.

            (j) "COMMON STOCK" means the Common Stock, $0.10 par value, of the
      Company or any security into which such Common Stock may be changed by
      reason of any transaction or event of the type described in Paragraph 14.

            (k) "DATE OF GRANT" means (i) with respect to an Award other than a
      Director Option, the date specified by the Committee on which such Award
      will become effective (which date will not be earlier than the date on
      which the Committee takes action with respect thereto) and (ii) with
      respect to a Director Option, the automatic date of grant as provided in
      Paragraph 11.

            (l) "DIRECTOR" means a member of the Board who is not also an
      employee of, or consultant to, the Company or an Affiliate.

            (m) "DIRECTOR OPTION" means the right to purchase a share of Common
      Stock upon exercise of an option granted pursuant to Paragraph 11.

            (n) "DIVIDEND EQUIVALENT" means, with respect to an Option Right or
      Phantom Share, an amount equal to the amount of any dividends that are
      declared and become payable after the Date of Grant for such Award and on
      or before the date such Award is exercised, paid or forfeited, as the case
      may be.
<PAGE>
            (o) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
      amended.

            (p) "GRANT PRICE" means the price per share of Common Stock at which
      an Appreciation Right not granted in tandem with an Option Right is
      granted.

            (q) "MARKET VALUE PER SHARE" means, at any date, the closing sale
      price per share of the Common Stock on that date (or, if there are no
      sales on that date, the last preceding date on which there was a sale) in
      the principal market in which the Common Stock is traded.

            (r) "OPTION PRICE" means the purchase price per share payable on
      exercise of an Option Right or Director Option.

            (s) "OPTION RIGHT" means the right to purchase a share of Common
      Stock upon exercise of an option granted pursuant to Paragraph 4.

            (t) "PARTICIPANT" means an employee of, or consultant to, the
      Company or any of its Affiliates who is selected by the Committee to
      receive an Award under any of Paragraphs 4 through 10 and shall also
      include a Director who has received an automatic grant of Director Options
      pursuant to Paragraph 11.

            (u) "PERFORMANCE OBJECTIVES" means the objectives, if any,
      established by the Committee that are to be achieved with respect to an
      Award granted under this Plan, which may be described in terms of
      Company-wide objectives, in terms of objectives that are related to
      performance of a division, Subsidiary, department or function within the
      Company or a Subsidiary in which the Participant receiving the Award is
      employed or in individual or other terms, and which will relate to the
      period of time (Performance Cycle) determined by the Committee. The
      Performance Objectives intended to qualify under Section 162(m) of the
      Code shall be with respect to one or more of the following (i) net
      earnings; (ii) operating income; (iii) earnings before interest and taxes
      ("EBIT"); (iv) earnings before interest, taxes, depreciation, and
      amortization expenses ("EBITDA"); (v) earnings before taxes and unusual or
      nonrecurring items; (vi) revenue; (vii) return on investment; (viii)
      return on equity; (ix) return on total capital; (x) return on assets; (xi)
      total stockholder return; (xii) return on capital employed in the
      business; (xiii) stock price performance; (xiv) earnings per share growth;
      and (xv) cash flows. Which objectives to use with respect to an Award, the
      weighting of the objectives if more than one is used, and whether the
      objective is to be measured against a Company-established budget or
      target, an index or a peer group of companies, shall be determined by the
      Committee in its discretion at the time of grant of the Award. A
      Performance Objective need not be based on an increase or a positive
      result and may include, for example, maintaining the status quo or
      limiting economic losses. The Committee, in its sole discretion and
<PAGE>
      without the consent of the Participant, may amend (i) any stock-based
      Award to reflect (1) a change in corporate capitalization, such as a stock
      split or dividend, (2) a corporate transaction, such as a corporate
      merger, a corporate consolidation, any corporate separation (including a
      spinoff or other distribution of stock or property by a corporation), any
      corporate reorganization (whether or not such reorganization comes within
      the definition of such term in Section 368 of the Code), (3) any partial
      or complete corporate liquidation, or (4) a change in accounting rules
      required by the Financial Accounting Standards Board and (ii) any Award
      that is not intended to meet the requirements of Section 162(m) of the
      Code, to reflect significant event that the Committee, in its sole
      discretion, believes to be appropriate to reflect the original intent in
      the grant of the Award. With respect to an Award that is subject to
      Section 162(m) of the Code, the Committee must first certify that the
      Performance Objectives have been achieved before the Award may be paid.

            (v) "PERFORMANCE UNIT" means a unit equivalent to $100 (or such
      other value as the Committee determines) awarded pursuant to Paragraph 8.

            (w) "PHANTOM SHARES" means notional shares of Common Stock awarded
      pursuant to Paragraph 7.

            (x) "RESTRICTED STOCK" means shares of Common Stock granted or sold
      pursuant to Paragraph 6 as to which neither the ownership restrictions nor
      the restriction on transfers referred to therein has expired.

            (y) "RULE 16B-3" means Rule 16b-3 of the Securities and Exchange
      Commission (or any successor rule to the same effect) as in effect from
      time to time.

            (z) "SPREAD" means the amount determined by multiplying (i) the
      excess of the Market Value per Share on the date when an Appreciation
      Right is exercised over the Option Price provided for in the related
      Option Right or, if there is no tandem Option Right, the Grant Price
      provided for in the Appreciation Right by (ii) the number of shares of
      Common Stock in respect of which the Appreciation Right is exercised.

            (aa) "SUBSIDIARY" means, at any time, any corporation in which at
      the time the Company then owns or controls, directly or indirectly, not
      less than 50% of the total combined voting power represented by all
      classes of stock issued by such corporation.

      3. SHARES AVAILABLE UNDER PLAN. Subject to adjustments as provided in
Paragraph 14, 750,000 is the maximum number of shares of Common Stock which may
be issued or transferred and covered by all outstanding Awards under this Plan,
of which number no more than 150,000 shares may be issued or transferred as
Restricted Stock and/or Phantom Shares, the vesting of which is not subject to
the achievement of 
<PAGE>
Performance Objectives, and/or as Bonus Stock. Such shares may be shares of
original issuance or treasury shares or a combination of the foregoing. Upon
exercise of any Appreciation Rights or the payment of any Phantom Shares, there
will be deemed to have been delivered under this Plan for purposes of this
Paragraph 3 the number of shares of Common Stock covered by the Appreciation
Rights or equal to the Phantom Shares, as applicable, regardless of whether such
Appreciation Rights or Phantom Shares were paid in cash or shares of Common
Stock. Subject to the provisions of the preceding sentence, any shares of Common
Stock which are subject to Option Rights, Appreciation Rights, or Phantom Shares
awarded or sold as Restricted Stock that are terminated unexercised, forfeited
or surrendered or which expire for any reason will again be available for
issuance under this Plan. No person may receive Appreciation Rights, Option
Rights, Phantom Shares, Bonus Stock and Restricted Stock awards with respect to
more than 250,000 shares during any calendar year; but disregarding any
Appreciation Rights granted in tandem with any Option Rights granted that year.
Similarly, the maximum value of Performance Units that may be granted to any
person during any calendar may not exceed $1 million.

      4. OPTION RIGHTS. The Committee may from time to time authorize grants to
any Participant (other than a Director) of options to purchase shares of Common
Stock upon such terms and conditions as it may determine in accordance with the
following provisions:

            (a) Each grant will specify the number of shares of Common Stock to
      which it pertains and whether Dividend Equivalents are awarded with
      respect to the option, and; if awarded, the payment or crediting of such
      Dividend Equivalents.

            (b) Each grant will specify its Option Price, which may not be less
      than 100% of the Market Value per Share on the Date of Grant.

            (c) Each grant will specify that the Option Price will be payable
      (i) in cash or by check payable and acceptable to the Company or (ii) to
      the extent provided in the grant agreement, (a) by tendering (actually or
      constructively) to the Company shares of Common Stock owned by the
      optionee (for more than six months if acquired pursuant to the prior
      exercise of an Option Right) having an aggregate Market Value Per Share as
      of the date of exercise and tender that is not greater than the full
      Option Price for the shares with respect to which the option is being
      exercised and by paying any remaining amount of the Option Price as
      provided in (i) above 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 Price and any required tax
      withholding amounts; provided that in the event the optionee chooses to
      pay the Option 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 
<PAGE>
      the Committee shall prescribe as a condition of such payment procedure, or
      (iii) by a combination of such payment methods. Payment instruments will
      be received subject to collection.

            (d) Successive grants may be made to the same Participant whether or
      not any Option Rights previously granted to such Participant remain
      unexercised.

            (e) Each grant will specify the required period or periods of
      continuous service by the Participant with the Company and the Affiliates
      and/or the Performance Objectives (if any) to be achieved before the
      Option Rights or installments thereof will become exercisable, and any
      grant may provide for the earlier exercise of the Option Rights in the
      event of a Change in Control or other corporate transaction or event or
      upon termination of the Participant's employment due to death, disability,
      retirement or otherwise, including an involuntary termination other than
      for cause.

            (f) Each grant the exercise of which, or the timing of the exercise
      of which, is dependent, in whole or in part, on the achievement of
      Performance Objectives may specify a minimum level of achievement in
      respect of the specified Performance Objectives below which no Options
      Rights will be exercisable and may set forth a formula or other method for
      determining the number of Option Rights that will be exercisable if
      performance is at or above such minimum but short of full achievement of
      the Performance Objectives.

            (g) Option Rights granted under this Plan may be (i) options which
      are intended to qualify as incentive stock options under Section 422 of
      the Code, provided, however, such options may only be granted to employees
      of the Company, its parent corporation and subsidiaries of the Company,
      (ii) options which are not intended to so qualify or (iii) combinations of
      the foregoing.

            (h) Option Rights granted to a Participant who is an officer of the
      Company or a Subsidiary may, in the discretion of the Committee, provide
      for an automatic "reload" grant upon the exercise of the Option Right,
      with such terms and conditions on any such reload grant as the Committee
      may choose, provided, however, the Option Price may not be less than 100%
      of the Market Value per Share on the Date of Grant of the reload option
      and its term may not exceed the remaining term for the exercised option.

            (i) Each grant may, in the discretion of the Committee, provide that
      the Common Stock acquired upon exercise of the Option Right shall remain
      subject to "forfeiture" upon such terms and conditions as the Committee
      may determine.

            (j) Each grant shall specify the period during which the Option
      Right may be exercised, but no Option Right will be exercisable more than
      ten years from the Date of Grant.
<PAGE>
            (k) Each grant of Option Rights will be evidenced by an agreement
      executed on behalf of the Company by any officer and delivered to the
      Participant and containing such terms and provisions, consistent with this
      Plan, as the Committee may approve.

      5. APPRECIATION RIGHTS. The Committee may also from time to time authorize
grants to any Participant (other than a Director) of Appreciation Rights upon
such terms and conditions as it may determine in accordance with this Paragraph.
Appreciation Rights may be granted in tandem with Option Rights or separate and
apart from a grant of Option Rights. An Appreciation Right will be a right of
the Participant granted such Award to receive from the Company, upon exercise,
an amount which will be determined by the Committee at the Date of Grant and
will be expressed as a percentage of the Spread (not exceeding 100%) at the time
of exercise. An Appreciation Right granted in tandem with an Option Right may be
exercised only by surrender of the related Option Right. Each grant of an
Appreciation Right may utilize any or all of the authorizations, and will be
subject to all of the limitations, contained in the following provisions:

            (a) Each grant will state whether it is made in tandem with Option
      Rights and, if not made in tandem with any Option Rights, will specify the
      number of shares of Common Stock in respect of which it is made.

            (b) Each grant made in tandem with Option Rights will specify the
      Option Price and each grant not made in tandem with Option Rights will
      specify the Grant Price, which in either case will not be less than 100%
      of the Market Value per Share on the Date of Grant.

            (c) Any grant may specify that the amount payable on exercise of an
      Appreciation Right may be paid by the Company in (i) cash or Company
      check, (ii) shares of Common Stock having an aggregate Market Value per
      Share equal to the Spread or (iii) any combination thereof, as determined
      by the Committee in its sole discretion.

            (d) Any grant may specify that the amount payable on exercise of an
      Appreciation Right may not exceed a maximum specified by the Committee at
      the Date of Grant (valuing shares of Common Stock for this purpose at
      their Market Value per Share at the date of exercise).

            (e) Each grant will specify the required period or periods of
      continuous service by the Participant with the Company and its Affiliates
      and/or Performance Objectives to be achieved before the Appreciation
      Rights or installments thereof will become exercisable, and will provide
      that no Appreciation Right may be exercised except at a time when the
      Spread is positive and, with respect to any grant made in tandem with
      Option Rights, when the related Option Right is also exercisable. Any
      grant may provide for the earlier exercise of the Appreciation Rights in
      the event of a Change in Control or other 
<PAGE>
      corporate transaction or event or upon the Participant's termination due
      to death, disability or retirement, including an involuntary termination
      other than for cause.

            (f) Each grant the exercise of which, or the timing of the exercise
      of which, is dependent, in whole or in part, on the achievement of
      Performance Objectives may specify a minimum level of achievement in
      respect of the specified Performance Objectives below which no
      Appreciation Rights will be exercisable and may set forth a formula or
      other method for determining the number of Appreciation Rights that will
      be exercisable if performance is at or above such minimum but short of
      full achievement of the Performance Objectives.

            (g) Each grant of an Appreciation Right will be evidenced by an
      agreement executed on behalf of the Company by any officer and delivered
      to and accepted by the Participant receiving the grant, which agreement
      will describe such Appreciation Right, identify any Option Right granted
      in tandem with such Appreciation Right, state that such Appreciation Right
      is subject to all the terms and conditions of this Plan and contain such
      other terms and provisions, consistent with this Plan, as the Committee
      may approve.

      6. RESTRICTED STOCK. The Committee may also from time to time authorize
grants or sales to any Participant (other than a Director) of Restricted Stock
upon such terms and conditions as it may determine in accordance with the
following provisions:

            (a) Each grant or sale will constitute an immediate transfer of the
      ownership of shares of Common Stock to the Participant in consideration of
      the performance of services, entitling such Participant to voting and
      other ownership rights, but subject to the restrictions hereinafter
      referred to. Each grant or sale may limit the Participant's dividend
      rights during the period in which the shares of Restricted Stock are
      subject to any such restrictions.

            (b) Each grant or sale will specify the Performance Objectives, if
      any, that are to be achieved in order for the ownership restrictions to
      lapse. Each grant or sale that is subject to the achievement of
      Performance Objectives will specify a minimum acceptable level of
      achievement in respect of the specified Performance Objectives below which
      the shares of Restricted Stock will be forfeited and may set forth a
      formula or other method for determining the number of shares of Restricted
      Stock with respect to which restrictions will lapse if performance is at
      or above such minimum but short of full achievement of the Performance
      Objectives.

            (c) Each such grant or sale may be made without additional
      consideration or in consideration of a payment by such Participant that is
      less than the Market Value per Share at the Date of Grant.
<PAGE>
            (d) Each such grant or sale will provide that the shares of
      Restricted Stock covered by such grant or sale will be subject, for a
      period to be determined by the Committee at the Date of Grant, to one or
      more restrictions, including, without limitation, a restriction that
      constitutes a "substantial risk of forfeiture" within the meaning of
      Section 83 of the Code and the regulations thereunder; provided, however,
      with respect to any such Award that is intended on its Date of Grant be a
      "performance based" Award under Section 162(m) of the Code, the minimum
      restricted period shall be one year, and, with respect to any such Award
      that is not intended on its Date of Grant to be such a "performance based"
      Award, the minimum restricted period shall be three years. Notwithstanding
      the foregoing however, any grant or sale may provide for the earlier
      termination of such period in the event of a Change in Control or other
      corporate transaction or event or upon termination of the Participant's
      employment due to death, disability, retirement or otherwise, including an
      involuntary termination other than for cause, to the extent the inclusion
      of such acceleration provision(s) on the Date of Grant would not preclude
      an Award intended to be "performance based" under Section 162(m) from so
      qualifying.

            (e) Each such grant or sale will provide that during the period for
      which such restriction or restrictions are to continue, the
      transferability of the Restricted Stock will be prohibited or restricted
      in a manner and to the extent prescribed by the Committee at the Date of
      Grant (which restrictions may include, without limitation, rights of
      repurchase or first refusal in the Company or provisions subjecting the
      Restricted Stock to continuing restrictions in the hands of any
      transferee).

            (f) Each grant or sale of Restricted Stock will be evidenced by an
      agreement executed on behalf of the Company by any officer and delivered
      to and accepted by the Participant and containing such terms and
      provisions, consistent with this Plan, as the Committee may approve.

            (g) Unless otherwise approved by the Committee, certificates
      representing shares of Common Stock transferred pursuant to a grant of
      Restricted Stock will be held in escrow pursuant to an agreement
      satisfactory to the Committee until such time as the restrictions on
      transfer have expired or the shares have been forfeited.

      7. PHANTOM SHARES. The Committee may also from time to time authorize
grants to any Participant (other than a Director) of Phantom Shares upon such
terms and conditions as it may determine in accordance with the following
provisions:

            (a) Each grant will specify the number of Phantom Shares to which it
      pertains and the payment or crediting of any Dividend Equivalents with
      respect to such Phantom Shares.
<PAGE>
            (b) Each grant will specify the Performance Objectives, if any, that
      are to be achieved in order for the Phantom Shares to be earned. Each
      grant that is subject to the achievement of Performance Objectives will
      specify a minimum acceptable level of achievement in respect of the
      specified Performance Objectives below which the Phantom Shares will be
      forfeited and may set forth a formula or other method for determining the
      number of Phantom Shares to be earned if performance is at or above such
      minimum but short of full achievement of the Performance Objectives.

            (c) Each grant will specify the time and manner of payment of
      Phantom Shares which have been earned, which payment may be made in (i)
      cash, (ii) shares of Common Stock or (iii) any combination thereof, as
      determined by the Committee in its sole discretion.

            (d) Each grant of Phantom Shares will be evidenced by an agreement
      executed on behalf of the Company by any officer and delivered to and
      accepted by the Participant and containing such terms and provisions,
      consistent with this Plan, as the Committee may approve, including
      provisions relating to a Change in Control or other corporate transaction
      or event or upon the Participant's termination due to death, disability or
      retirement or otherwise, including an involuntary termination other than
      for cause.

      8. PERFORMANCE UNITS. The Committee may also from time to time authorize
grants to any Participant (other than a Director) of Performance Units upon such
terms and conditions as it may determine in accordance with the following
provisions:

            (a) Each grant will specify the number of Performance Units to which
      it pertains.

            (b) Each grant will specify the Performance Objectives that are to
      be achieved in order for the Performance Units to be earned. Each grant
      will specify a minimum acceptable level of achievement in respect of the
      specified Performance Objectives below which no payment will be made and
      may set forth a formula or other method for determining the amount of
      payment to be made if performance is at or above such minimum but short of
      full achievement of the Performance Objectives.

            (c) Each grant will specify the time and manner of payment of
      Performance Units which have become payable, which payment may be made in
      (i) cash, (ii) shares of Common Stock having an aggregate Market Value per
      Share equal to the aggregate value of the Performance Units which have
      become payable or (iii) any combination thereof, as determined by the
      Committee in its sole discretion at the time of payment.

            (d) Each grant of a Performance Unit will be evidenced by an
      agreement executed on behalf of the Company by any officer and delivered
      to and 
<PAGE>
      accepted by the Participant and containing such terms and provisions,
      consistent with this Plan, as the Committee may approve, including
      provisions relating to a Change in Control or other corporate transaction
      or event or upon the Participant's termination of employment due to death,
      disability, retirement or otherwise, including an involuntary termination
      other than for cause.

      9. BONUS STOCK. The Committee may also from time to time authorize grants
to any Participant (other than a Director) of Bonus Stock, which shall
constitute a transfer of shares of Common Stock, without other payment therefor,
as additional compensation for the Participant's services to the Company or its
Affiliates, provided, however, that no more than 10% of the shares of Common
Stock available for Awards under the Plan may be granted as Bonus Stock, but
excluding from this limitation all Bonus Stock grants made in lieu of salary or
cash bonuses having a value equal to the Bonus Stock Award.

      10.   CASH TAX RIGHTS.

            (a) The Committee may also from time to time authorize grants to any
      Participant (other than a Director) of Cash Tax Rights upon such terms and
      conditions as it may determine in accordance with this Paragraph. Cash Tax
      Rights may only be granted in tandem with an Award that is payable in
      shares of Common Stock. A Cash Tax Right will be the right of the
      Participant granted such Award to receive from the Company, upon receipt
      of shares of Common Stock pursuant to the tandem Award, an amount of cash,
      which will be determined by the Committee at the Date of Grant and will be
      expressed as a percentage of the Market Value per Share (not exceeding
      100%) of each share of Common Stock received upon payment of the tandem
      Award.

            (b) Each grant of a Cash Tax Right will (i) state the Award it is
      made in tandem with and will specify the percentage of the Market Value
      per Share that shall be payable in cash and (ii) be evidenced by an
      agreement extended on behalf of the Company by any officer and delivered
      to and accepted, by the Participant and containing such terms and
      provisions, consistent with this Plan, as the Committee may approve,
      including provisions relating to a Change in Control or other corporate
      transaction or event or upon the Participant's termination of employment
      due to death, disability, retirement or otherwise, including an
      involuntary termination other than for cause.

      11.   DIRECTOR OPTIONS.

            (a) Each Director who is elected or appointed to the Board for the
      first time at or after the 1998 Annual Meeting of the Stockholders of the
      Company shall automatically receive, on the date of his or her election or
      appointment as a Director, a Director Option for 10,000 shares of Common
      Stock.

            (b) On the day of the regular Annual Meeting of the Stockholders of
      the Company in each year that this Plan is in effect (commencing with the
      1999 
<PAGE>
      Annual Meeting of Stockholders), each Director who is in office on that
      day and who was not elected or appointed for the first time on such date
      shall automatically receive a Director Option for 5,000 shares of Common
      Stock.

            (c) Each Director Option will be subject to all of the limitations
      contained in the following provisions:

                  (i) Each Director Option shall be fully exercisable (vested)
            on its Date of Grant.

                  (ii) The Option Price of each Director Option shall be the
            Market Value per Share on its Date of Grant.

                  (iii) Each Director Option may be exercised in full at one
            time or in part from time to time by giving written notice to the
            Company, stating the number of shares of Common Stock with respect
            to which the Director Option is being exercised, accompanied by
            payment in full of the Option Price for such shares, which payment
            may be (1) in cash by check acceptable to the Company, (2) by
            tendering (actually or constructively) to the Company shares of
            Common Stock owned by the optionee (for more than six months if
            acquired pursuant to the prior exercise of a Director Option) 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 (i) above, (3) 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 and any required tax withholding amounts; provided
            that in the event the optionee chooses to pay the exercise price in
            this manner, 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, or (4) by a combination of such methods of
            payment. Payment instruments will be received subject to collection.

                  (iv) Each Director Option shall expire 10 years from the Date
            of Grant thereof, but shall be subject to earlier termination as
            follows: Director Options must be exercised within one year of
            Director ceasing to be a member of the Board unless such termination
            results from the Director's death, disability (as determined by the
            Committee) or retirement (as determined by the Committee), in which
            case the Director Options may be exercised by the optionee or the
            optionee's legal representative or the person to whom the Director's
            rights shall pass by will or the laws of descent and distribution,
            as the case may be, within 
<PAGE>
            three years from the date of termination; provided however, that no
            such event shall extend the normal expiration date of such Director
            Options.

                  (v) In the event that the number of shares of Common Stock
            available for grants under this Plan is insufficient to make all
            automatic grants provided for in this Paragraph 11 on the applicable
            date, then all Directors who are entitled to a grant on such date
            shall share ratably in the number of shares then available for grant
            under this Plan, and shall have no right to receive a grant with
            respect to the deficiencies in the number of available shares and
            all future grants under this Paragraph 11 shall terminate.

                  (vi) Grants made pursuant to this Paragraph 11 shall be
            subject to all of the terms and conditions of this Plan; however, if
            there is a conflict between the terms and conditions of this
            Paragraph 11 and the terms and conditions of any other Paragraph,
            then the terms and conditions of this Paragraph 11 shall control.
            The Committee may not exercise any discretion with respect to this
            Paragraph 11 which would be inconsistent with the intent that this
            Plan meet the requirements of Rule 16b-3.

      12. LSARS. Notwithstanding anything in Paragraphs 4, 5 or 11 above to the
contrary, if during the 60-day period following the date of a Change in Control
or, with respect to an option, Appreciation Right or Director Option granted to
a Participant who is 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, Appreciation Right or Director Option (but not to exceed the remaining
term of such option, Appreciation Right or Director Option), a Participant (or
beneficiary thereof) elects to exercise an option, Appreciation Right or
Director Option, as applicable, the holder shall receive in cash whichever of
the following amounts is applicable:

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

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

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

      As used in this Paragraph 12, the following terms shall have the meaning
      indicated:
<PAGE>
                  (i) 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
            (i) 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, Appreciation Right or Director Option is
            exercised.

                  (ii) 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, Appreciation Right or Director Option is
            exercisable, by (ii) the number of shares of Common Stock with
            respect to which such option, Appreciation Right or Director Option
            is being exercised.

                  (iii) 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,
            Appreciation Right or Director Option is exercised, and (ii) the
            highest Market Value per Share for any day during the 60-day period
            ending on the date on which such option, Appreciation Right or
            Director Option is exercised.

                  (iv) 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, Appreciation Right or Director Option is
            exercisable, by (ii) the number of shares of Common Stock with
            respect to which such option, Appreciation Right or Director Option
            is being exercised.

                  (v) 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, Appreciation Right or Director Option is
            exercised over (B) the price per share of Common Stock at which the
            option, Appreciation Right or Director Option is exercisable, by
            (ii) the number of shares of Common Stock with respect to which such
            option, Appreciation Right or Director Option is being exercised.

      The Company intends that this Paragraph 12 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 Paragraph 12 not be necessary to comply with the
requirements of the Rule or should any additional provisions be necessary for
this Paragraph 12 to comply with the requirements 
<PAGE>
of the Rule, the Board may amend the Plan to add to or modify the provisions of
the Plan accordingly.

      13. TRANSFERABILITY. Except as provided below, no Award will be
transferable by a Participant other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order. Director
Options, Option Rights or Appreciation Rights will be exercisable during the
Participant's lifetime only by the Participant or by the Participant's guardian
or legal representative. The Committee may, in its discretion, adopt rules or
guidelines under which any option (other than an incentive stock option) granted
to a Participant may be transferred (in whole or in part pursuant to such form
as approved by the Company) by the Participant to (i) the spouse, children or
grandchildren of the Participant ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of the Immediate Family Members and, if
applicable, the Participant, (iii) a partnership, limited liability company or
other entity in which such Immediate Family Members and, if applicable, the
Participant are the only partners, members or stockholders, or (iv) to other
persons or entities as approved by the Committee in its discretion. Following
transfer, any such option shall continue to be subject to the same terms and
conditions as were applicable to the option immediately prior to transfer;
provided, however, that no transferred option shall be exercisable or payable,
as the case may be, unless arrangements satisfactory to the Company have been
made to satisfy any tax withholding obligations the Company may have with
respect to the option.

      14. ADJUSTMENTS. The Board may make or provide for such adjustments in the
maximum number of shares specified in Paragraph 3, in the numbers of shares of
Common Stock covered by outstanding Director Options, Option Rights,
Appreciation Rights and Phantom Shares granted hereunder, in the Option Price or
Grant Price applicable to any such Director Options, Option Rights and
Appreciation Rights, and/or in the kind of shares covered thereby (including
shares of another issuer), as the Board, in its sole discretion exercised in
good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, merger, consolidation,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporation transaction or event having an
effect similar to any of the foregoing.

      15. FRACTIONAL SHARES. The Company will not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Committee may
provide for the elimination of fractions for the settlement of fractions in
cash.

      16. WITHHOLDING OF TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any grant or
payment made to a Participant or any other person under this Plan, it will be a
condition to the receipt of such grant or payment that the Participant or such
other person make arrangements satisfactory to the Company for the payment of
such taxes. With respect to any Participant who is subject to Rule 16b-3 at the
time withholding is required, the 
<PAGE>
Participant may direct the Company to withhold from such Award, to the extent
such withholding is not satisfied by a tandem Cash Tax Right, if any, a number
of shares of Common Stock having an aggregate Market Value per Share equal to
the amount of taxes required to be withheld by the Company.

      17. PARACHUTE TAX GROSS-UP. To the extent that the acceleration of the
vesting or payment of any Award to a Participant (a "Benefit") is subject to
excise tax under Section 4999(a) of the Code (a "Parachute Tax"), the Company
shall pay such Participant an amount of cash (the "Gross-up Amount") such that
the "net" Benefit received by the Participant under this Plan, after paying all
applicable Parachute Taxes (including those on the Gross-up Amount) and any
taxes on the Gross-up Amount, shall be equal to the Benefit that such
Participant would have received if such Parachute Tax had not been applicable.

      18. ADMINISTRATION OF THE PLAN.

            (a) This Plan will be administered by the Committee. A majority of
      the Committee will constitute a quorum, and the action of the members the
      Committee present at any meeting at which a quorum is present, or acts
      unanimously approved writing, will be the acts of the Committee.

            (b) The interpretation and construction by the Committee of any
      provision of this Plan or of any agreement, notification or document
      evidencing the grant of an Award and any determination by the Committee
      pursuant to any provision of this Plan or of any such agreement,
      notification or documentation will be final and conclusive. No member of
      the Committee will be liable for any such action or determination made in
      good faith or in the absence of gross negligence or willful misconduct on
      the part of such member.

      19.   AMENDMENTS, ETC.

            (a) This Plan may be amended from time to time by the Board but may
      not be amended without the approval by the stockholders of the Company if
      such amendment would change the class of eligible Participants or increase
      the number of shares available for Awards.

            (b) This Plan will not confer upon any Participant any right with
      respect to continuance of employment or other service with the Company or
      any Affiliate, nor will it interfere in any way with any right the Company
      or any Affiliate would otherwise have to terminate such Participant's
      employment or other service at any time.

      20. TERM. This Plan became effective on April 28, 1998, upon its approval
by the Company's stockholders. Unless sooner terminated, this Plan shall
terminate on December 31, 2007, and no further Awards shall be made, but all
outstanding Awards on such date shall remain effective in accordance with their
terms and the terms of this Plan.