EXHIBIT 10.0

                       	SWANK, INC.

           	1998 EQUITY INCENTIVE COMPENSATION PLAN

		SECTION 1.	Purpose.  The purposes of this Swank, Inc. 
1998 Equity Incentive Compensation Plan (the "Plan") are to promote 
the interests of Swank, Inc.(the "Company")  and its stockholders 
by (i) attracting and retaining officers and other key employees of 
the Company and its Subsidiaries (as defined below); (ii) 
motivating such individuals by means of performance-related 
incentives to achieve longer-range performance goals; and (iii) 
enabling such individuals to participate in the long-term growth 
and financial success of the Company.

		SECTION 2.	Definitions.  As used in the Plan, the 
following terms shall have the meanings set forth below:

  "Affiliate" shall mean (i) any entity that, directly or 
indirectly, is controlled by, or controls, or is under common 
control with, the Company and (ii) any entity in which the Company 
has a significant equity interest, in either case as determined by 
the Committee.

  "Award" shall mean any Option, Stock Appreciation Right, 
Restricted Stock Award, Restricted Stock Unit Award, Performance 
Award or Other Stock-Based Award.

  "Award Agreement" shall mean any written agreement, 
contract, or other instrument or document evidencing any Award, 
which may, but need not, be executed or acknowledged by a 
Participant.

  "Board" shall mean the Board of Directors of the Company.

  "Change of Control" shall mean the occurrence of any of 
the following: (i) a change in control as the term "control" is 
defined in Rule 12b-2 promulgated under the Exchange Act; (ii) when 
any "Person" (as such term is defined in Sections 3(a)(9) and 
13(d)(3) of the Exchange Act), except for an employee stock 
ownership trust or other employee plan of the Company or any 
Affiliate, becomes a beneficial owner, directly or indirectly, of 
securities of the Company representing twenty-five (25%) percent or 
more of the Company's then outstanding securities having the right 
to vote on the election of directors; (iii) during any period of 
not more than two consecutive years (not including any period prior 
to the execution of this Agreement), 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 
clauses (i), (ii), (iv), (v), (vi) or (vii) of this paragraph) 
whose election by the Board or nomination for executive by the 
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who were either 
directors at the beginning of the period or whose election or 
nomination for election was previously approved, cease for any 
reason to constitute at least seventy-five (75%) percent of the 
entire Board; (iv) when a majority of the directors elected at any 
annual or special meeting of stockholders (or by written consent in 
lieu of a meeting) are not individuals nominated by the Company's 
incumbent Board; (v) if the stockholders of the Company approve a 
merger or consolidation of the Company with any other corporation, 
other than a merger or consolidation which would result in the 
holders of voting securities of the Company outstanding immediately 
prior thereto being the holders of at least eighty (80%) percent of 
the voting securities of the surviving entity outstanding 
immediately after such merger or consolidation; (vi) if the 
stockholders of the Company approve a plan of complete liquidation 
of the Company; or (vii) if the stockholders of the Company approve 
an agreement for the sale or disposition of all or substantially 
all of the Company's assets.  Notwithstanding the foregoing, no 
Change in Control shall be deemed to have occurred as a result of 
any event specified in clauses (i)-(vii) of this paragraph if 
Marshall Tulin or John Tulin remains the Chief Executive Officer of 
the Company following such event.

  "Code" shall mean the Internal Revenue Code of 1986, as 
amended from time to time.

  "Committee" shall mean (i) a committee of the Board 
designated by the Board to administer the Plan or (ii) if at any 
time such a committee has not been so designated by the Board, the 
Board or any authorized committee thereof.

  "Company" shall mean Swank, Inc., a Delaware corporation, 
and any successor thereto.

  "Exchange Act" shall mean the Securities Exchange Act of 
1934, as amended from time to time.

  "Fair Market Value" shall mean:  (i) with respect to any 
property other than Shares, the fair market value of such property 
determined by such methods or procedures as shall be established 
from time to time by the Committee and (ii) with respect to a 
Share, as of any date, shall mean (A) if the principal market for 
the Shares is a national securities exchange, the closing sales 
price per Share on such day as reported by such exchange or on a 
composite tape reflecting transactions on such exchange, (B) if the 
principal market for the Shares is not a national securities 
exchange and the Shares are quoted on The Nasdaq Stock Market 
("Nasdaq"), and (I) if actual sales price information is available 
with respect to the Shares, the closing sales price per Share on 
such day on Nasdaq, or (II) if such information is not available, 
the average of the highest bid and lowest asked prices per Share on 
such day on Nasdaq, or (C) if the principal market for the Shares 
is not a national securities exchange and the Shares are not quoted 
on Nasdaq, the average of the highest bid and lowest asked prices 
per Share on such day as reported on the OTC Bulletin Board Service 
or by National Quotation Bureau, Incorporated or a comparable 
service; provided, however, that if clauses (A), (B) and (C) of 
this paragraph are all inapplicable, or if no trades have been made 
or no quotes are available for such day, the fair market value of 
a Share shall be determined by the Board by any method consistent 
with applicable regulations adopted by the Treasury Department 
relating to stock options.


		"Incentive Stock Option" shall mean a right to purchase 
Shares from the Company that is granted under Section 6 of the Plan 
and that is intended to meet the requirements of section 422 of the 
Code.

  "Non-Qualified Stock Option" shall mean a right to 
purchase Shares from the Company that is granted under Section 6 of 
the Plan and that is not intended to be an Incentive Stock Option, 
or is intended to be an Incentive Stock Option and under Section 6 
of the Plan is to be regarded as a Non-Qualified Stock Option. 

  "Option" shall mean an Incentive Stock Option or a Non-Qualified 
Stock Option.

  "Other Stock-Based Award" shall mean any right granted by 
the Committee under Section 10 of the Plan.

  "Participant" shall mean any officer or other key 
employee of the Company or its Subsidiaries eligible for an Award 
under Section 5 of the Plan and selected by the Committee to 
receive an Award under the Plan.

  "Performance Award" shall mean any right granted by the 
Committee under Section 9 of the Plan.

  "Person" shall mean any individual, corporation, 
partnership, association, joint-stock company, trust, 
unincorporated organization, government or political subdivision 
thereof or other entity.

  "Plan" shall mean this Swank, Inc.1998 Equity Incentive 
Compensation Plan, as amended from time to time.

  "Restricted Stock" shall mean any Share granted by the 
Committee under Section 8 of the Plan.

  "Restricted Stock Unit" shall mean any unit with a value 
equal to the Fair Market Value of a Share granted under Section 8 
of the Plan.

  "Rule 16b-3" shall mean Rule 16b-3 as promulgated under 
the Exchange Act, or any successor rule or regulation thereto as in 
effect from time to time.

  "SEC" shall mean the Securities and Exchange Commission 
or any successor thereto and shall include the Staff thereof.

  "Shares" shall mean the common shares of the Company, 
$.10 par value per share, or such other securities of the Company 
(i) into which such common shares shall be changed by 
reason of a recapitalization, merger, consolidation, split-up, 
combination, exchange of shares or other similar transaction or 
(ii) as may be determined by the Committee pursuant to Section 
4(b).

  "Stock Appreciation Right" shall mean any right granted 
by the Committee under Section 7 of the Plan.

  "Subsidiary" shall mean (i) any entity that, directly or 
indirectly, is controlled by the Company and (ii) any entity in 
which the Company has a significant equity interest, in either case 
as determined by the Committee.

  "Substitute Awards" shall have the meaning specified in 
Section 4(c) of the Plan.

		SECTION 3.	Administration.  

  (a)  The Plan shall be administered by the Committee.  
Subject to the terms of the Plan and applicable law, and in 
addition to other express powers and authorizations conferred on 
the Committee by the Plan, the Committee shall have full power and 
authority to: (i) designate Participants; (ii) determine the type 
or types of Awards to be granted to a Participant; (iii) determine 
the number of Shares to be covered by, or with respect to which 
payments, rights, or other matters are to be calculated in 
connection with, Awards; (iv) determine the terms and conditions of 
any Award; (v) determine whether, to what extent, and under what 
circumstances Awards may be settled or exercised in cash, Shares, 
other securities, other Awards or other property, or canceled, 
forfeited, or suspended and the method or methods by which Awards 
may be settled, exercised, canceled, forfeited, or suspended; (vi) 
determine whether, to what extent, and under what circumstances 
cash, Shares, other securities, other Awards, other property, and 
other amounts payable with respect to an Award shall be deferred 
either automatically or at the election of the holder thereof or of 
the Committee; (vii) interpret, administer, reconcile any 
inconsistency, correct any default, or supply any omission in the 
Plan and any instrument or agreement relating to an Award made 
under the Plan; (viii) establish, amend, suspend, or waive such 
rules and regulations and appoint such agents as it shall deem 
appropriate for the administration of the Plan; and (ix) make any 
other determination and take any other action that the Committee 
deems necessary or desirable for the administration of the Plan.

 	(b)  Unless otherwise expressly provided in the Plan, all 
designations, determinations, interpretations and other decisions 
under or with respect to the Plan or any Award shall be within the 
sole discretion of the Committee, may be made at any time and shall 
be final, conclusive and binding upon all Persons, including the 
Company, any Affiliate, any Participant, any holder or beneficiary 
of any Award.

		(c)  No member of the Committee shall be liable for any 
action or determination made in good faith with respect to the Plan 
or any Award hereunder.


		SECTION 4.	Shares Available for Awards.

  (a)  Shares Available. Subject to adjustment as provided 
in Section 4(b), the aggregate number of Shares with 
respect to which Awards may be granted under the Plan shall be 
Three Million (3,000,000).  If, after the effective date of the 
Plan, any Share covered by an Award granted under the Plan, or to 
which such an Award relates, is forfeited, or if an Award has 
expired, terminated or been canceled for any reason whatsoever 
(other than by reason of exercise or vesting), then the Shares 
covered by such Award shall again be, or shall become, Shares 
with respect to which Awards may be granted hereunder.

  (b)  Adjustments.  In the event that the Committee 
determines that any dividend or other distribution (whether in the 
form of cash, Shares, other securities, or other property), 
recapitalization, stock split, reverse stock split, reorganization, 
merger, consolidation, split-up, spin-off, combination, repurchase, 
or exchange of Shares or other securities of the Company, issuance 
of warrants or other rights to purchase Shares or other securities 
of the Company, or other similar corporate transaction or event 
affects the Shares such that an adjustment is determined by the 
Committee in its discretion to be appropriate in order to prevent 
dilution or enlargement of the benefits or potential benefits 
intended to be made available under the Plan, then the Committee 
may, in such manner as it may deem equitable, adjust any or all of 
(i) the number of Shares or other securities of the Company (or the 
number and kind of other securities or property) with respect to 
which Awards may be granted, (ii) the number of Shares or other 
securities of the Company (or the number and kind of other 
securities or property) subject to outstanding Awards, and (iii) 
the grant or exercise price with respect to any Award or, if deemed 
appropriate, make provision for a cash payment to the holder of an 
outstanding Award in consideration for the cancellation of such 
Award. 

		(c)  Substitute Awards.  Awards may, in the discretion 
of the Committee, be made under the Plan in substitution for 
outstanding awards previously granted by the Company or its 
Affiliates or by a company acquired by the Company or with which 
the Company combines ("Substitute Awards").  The number of Shares 
underlying any Substitute Award shall be counted against the 
aggregate number of Shares available for Awards under the Plan. 

  (d) 	Sources of Shares Deliverable Under Awards.  Any 
Shares delivered pursuant to an Award may consist, in whole or in 
part, of authorized and unissued Shares or of treasury Shares.

		SECTION 5. 	Eligibility.  Any officer or other key 
employee of the Company or any of its Subsidiaries (including any 
prospective officer or key employee) shall be eligible to be 
designated a Participant.

		SECTION 6.	 Stock Options.

  (a)  Grant.  Subject to the provisions of the Plan, 
the Committee shall have sole and complete authority to determine 
the Participants to whom Options shall be granted, the number of 
Shares to be covered by each Option, the exercise price therefor 
and the conditions and limitations applicable to the exercise of 
the Option.  The Committee shall have the authority to grant 
Incentive Stock Options, or to grant Non-Qualified Stock Options, 
or to grant both types of Options.  In the case of Incentive Stock 
Options, the terms and conditions of such grants shall be subject 
to and comply with such rules as may be prescribed by section 422 
of the Code.  All Options when granted under the Plan are intended 
to be Non-Qualified Stock Options, unless the applicable Award 
Agreement expressly states that the Option is intended to be an 
Incentive Stock Option.  If an Option is intended to be an 
Incentive Stock Option, and if for any reason such Option (or any 
portion thereof) shall not qualify as an Incentive Stock Option, 
then, to the extent of such nonqualification, such Option (or 
portion thereof) shall be regarded as a Non-Qualified Stock Option 
appropriately granted under the Plan; provided, however, that such 
Option (or portion thereof) otherwise complies with the Plan's 
requirements relating to Non-Qualified Stock Options.

  (b)  Exercise Price.  The Committee shall establish 
the exercise price at the time each Option is granted, which 
exercise price shall be set forth in the applicable Award 
Agreement.  In the sole discretion of the Committee, Options may be 
granted with an exercise price that is less than the Fair Market 
Value per Share

		(c)  Exercise.  Each Option shall be exercisable at 
such times and subject to such terms and conditions as the 
Committee may, in its sole discretion, specify in the applicable 
Award Agreement or thereafter.  The Committee may impose such 
conditions with respect to the exercise of Options, including, 
without limitation, any condition relating to the application of 
federal or state securities laws, as it may deem necessary or 
advisable.

		(d)  Payment.  No Shares shall be delivered pursuant to 
any exercise of an Option until payment in full of the aggregate 
exercise price therefor is received by the Company.  Such payment 
may be made in cash, certified check, by exchanging Shares owned by 
the Participant (which are not the subject of any pledge or other 
security interest and which have been owned by such Participant for 
at least six months), or by any combination of the foregoing.

		SECTION 7.	 Stock Appreciation Rights.

		(a)  Grant.   Subject to the provisions of the Plan, 
the Committee shall have sole and complete authority to determine 
the Participants to whom Stock Appreciation Rights shall be 
granted, the number of Shares to be covered by each Stock 
Appreciation Right Award, the grant price thereof and the 
conditions and limitations applicable to the exercise thereof.  In 
the sole discretion of the Committee, Stock Appreciation Rights may 
be granted with an exercise price that is less than the Fair Market 
Value per Share.  Stock Appreciation Rights may be granted in 
tandem with another Award, in addition to another Award, or 
freestanding and unrelated to another Award.Stock Appreciation 
Rights granted in tandem with or in addition to an Award 
may be granted either at the same time as the Award or at 
a later time.

		(b)  Exercise and Payment.   A Stock Appreciation Right 
shall entitle the Participant to receive an amount equal to the 
excess of the Fair Market Value of a Share on the date of exercise 
of the Stock Appreciation Right over the grant price thereof.  The 
Committee shall determine whether a Stock Appreciation Right shall 
be settled in cash, Shares or a combination of cash and Shares.

		(c)  Other Terms and Conditions.  Subject to the terms 
of the Plan and any applicable Award Agreement, the Committee may 
change the terms and conditions of any Stock Appreciation Right 
from time to time.  The Committee may impose such conditions or 
restrictions on the exercise of any Stock Appreciation Right as it 
shall deem appropriate.

		SECTION 8. 	Restricted Stock and Restricted Stock Units.

		(a)  Grant.  Subject to the provisions of the Plan, 
the Committee shall have sole and complete authority to determine 
the Participants to whom Shares of Restricted Stock and Restricted 
Stock Units shall be granted, the number of Shares of Restricted 
Stock or the number of Restricted Stock Units to be granted to each 
Participant, the duration of the period during which, and the 
conditions, if any, under which, the Restricted Stock and 
Restricted Stock Units may be forfeited to the Company and the 
other terms and conditions of such Awards.

		(b)  Transfer Restrictions.  Shares of Restricted 
Stock and Restricted Stock Units may not be sold, assigned, 
transferred, pledged or otherwise encumbered, except, in the case 
of Restricted Stock, as provided in the Plan or the applicable 
Award Agreements.  Certificates issued in respect of Shares of 
Restricted Stock shall be registered in the name of the Participant 
and deposited by such Participant, together with a stock power 
endorsed in blank, with the Company.  Upon the lapse of the 
restrictions applicable to such Shares of Restricted Stock, the 
Company shall deliver a certificate in respect of the applicable 
number of shares to the Participant or the Participant's legal 
representative.

		(c)  Payment.  Each Restricted Stock Unit shall have 
a value equal to the Fair Market Value of a Share.  Restricted 
Stock Units shall be paid in cash, Shares, other securities or 
other property, as determined in the sole discretion of the 
Committee, upon the lapse of the restrictions applicable thereto, 
or otherwise in accordance with the applicable Award Agreement.

		SECTION 9.	 Performance Awards.

		(a)  Grant.  The Committee shall have sole and complete 
authority to determine the Participants who shall receive 
a "Performance Award", which shall consist of a right which is (i) 
denominated in cash or Shares, (ii) valued, as determined by the 
Committee, in accordance with the achievement of such 
performance goals during such performance periods as 
the Committee shall establish, and (iii) payable at such 
time and in such form as the Committee shall determine.

		(b)  Terms and Conditions.  Subject to the terms of 
the Plan and any applicable Award Agreement, the Committee shall 
determine the performance goals to be achieved during any 
performance period, the length of any performance period, the 
amount of any Performance Award and the amount and kind of any 
payment or transfer to be made pursuant to any Performance Award.

		(c)  Payment of Performance Awards.  Performance 
Awards may be paid in a lump sum or in installments following the 
close of the performance period or, in accordance with procedures 
established by the Committee, on a deferred basis.

		SECTION 10.	Other Stock-Based Awards.

		(a)  General.  The Committee shall have authority to 
grant to Participants an "Other Stock-Based Award", which shall 
consist of any right which is (i) not an Award described in 
Sections 6 through 9 above and (ii) an Award of Shares or an Award 
denominated or payable in, valued in whole or in part by reference 
to, or otherwise based on or related to, Shares (including, without 
limitation, securities convertible into Shares), as deemed by the 
Committee to be consistent with the purposes of the Plan.  Subject 
to the terms of the Plan and any applicable Award Agreement, the 
Committee shall determine the terms and conditions of any such 
Other Stock-Based Award, including the price, if any, at which 
securities may be purchased pursuant to any Other Stock-Based Award 
granted under this Plan.

		(b)  Dividends or Dividend Equivalents.  In the sole 
and complete discretion of the Committee, an Award, whether made as 
an Other Stock-Based Award under this Section 10 or as an Award 
granted pursuant to Sections 6 through 9 hereof, may provide the 
Participant with dividends or dividend equivalents, payable in 
cash, Shares, other securities or other property on a current or 
deferred basis.

		SECTION 11.  Amendment and Termination.

		(a)  Amendments to the Plan.  The Board may amend, 
alter, suspend, discontinue, or terminate the Plan or any portion 
thereof at any time; provided, however, that any such amendment, 
alteration, suspension, discontinuance or termination that would 
impair the rights of any Participant or any holder or beneficiary 
of any Award theretofore granted shall not to that extent be 
effective without the consent of the affected Participant, holder 
or beneficiary.

		(b)  Amendments to Awards.  The Committee may waive 
any conditions or rights under, amend any terms of, or alter, 
suspend, discontinue, cancel or terminate, any Award theretofore 
granted, prospectively or retroactively; provided, however, that 
any such waiver, amendment, alteration, suspension, discontinuance, 
cancellation or termination that would impair the rights of any 
Participant or any holder or beneficiary of any Award theretofore 
granted shall not to that extent be effective without the consent 
of the affected Participant, holder or beneficiary.

		(c)  Adjustment of Awards Upon the Occurrence of 
Certain Unusual or Nonrecurring Events.  The Committee is hereby 
authorized to make adjustments in the terms and conditions of, and 
the criteria included in, Awards in recognition of (i) unusual or 
nonrecurring events (including, without limitation, the events 
described in Section 4(b) of the Plan) affecting the Company, any 
Affiliate, or the financial statements of the Company or any 
Affiliate, or (ii) changes in applicable laws, regulations, or 
accounting principles, whenever, in any such case, the Committee 
determines such adjustments are appropriate in order to prevent 
dilution or enlargement of the benefits or potential benefits that 
are intended to be made available under the Plan, or otherwise.

		SECTION 12. 	Change of Control.  In the event of a Change 
of Control after the date of the adoption of this Plan, any 
outstanding Award then held by a Participant which is exercisable 
or otherwise unvested shall automatically be deemed exercisable or 
otherwise vested, as the case may be, as of immediately prior to 
such Change of Control.

		SECTION 13.	General Provisions.

		(a)  Nontransferability.

		 	   (i)  Each Award, and each right under any Award, 
shall be exercisable only by the Participant during the 
Participant's lifetime, or, if permissible under applicable law, by 
the Participant's legal guardian or representative.

			    (ii)   No Award may be assigned, alienated, pledged, 
attached, sold or otherwise transferred or encumbered by a 
Participant otherwise than by will or by the laws of descent and 
distribution, and any such purported assignment, alienation, 
pledge, attachment, sale, transfer or encumbrance shall be void and 
unenforceable against the Company or any Affiliate; provided, 
however, that the designation of a beneficiary shall not constitute 
an assignment, alienation, pledge, attachment, sale, transfer or 
encumbrance.

		(b)  No Rights to Awards.  No Participant or other 
Person shall have any claim to be granted any Award, 
and there is no obligation for uniformity of treatment
of Participants, or holders or beneficiaries of Awards.  
The terms and conditions of Awards and the Committee's 
determinations and interpretations with respect 
thereto need not be the same with respect to each Participant 
(whether or not such Participants are similarly situated).

		(c)  Share Certificates.  All certificates for Shares 
or other securities of the Company or any Affiliate delivered under 
the Plan pursuant to any Award or the exercise thereof shall be 
subject to such stop transfer orders and other restrictions as the 
Committee may deem advisable under the Plan or the rules, regulations,
and other requirements of the Securities and Exchange Commission, 
any stock exchange upon which such Shares or other securities 
are then listed, and any applicable Federal or state laws, 
and the Committee may cause a legend or legends to be put 
on any such certificates to make appropriate reference to 
such restrictions.

		(d)  Withholding.  A Participant may be required to 
pay to the Company or any Affiliates, and the Company or 
any Affiliate shall have the right and is hereby authorized 
to withhold from any Award, from any payment due or transfer 
made under any Award or under the Plan or from any 
compensation or other amount owing to a Participant, the 
amount (in cash, Shares, other securities, other Awards or other 
property as determined by the Committee in its sole discretion) of 
any applicable withholding taxes or other amounts in respect of an 
Award, its exercise, or any payment or transfer under an Award or 
under the Plan and to take such other action as may be necessary in 
the opinion of the Company to satisfy all obligations for the 
payment of such taxes and amounts.  The Committee may provide for 
additional cash payments to holders of Awards to defray or offset 
any tax arising from the grant, vesting, exercise or payments of 
any Award.

  (e)  Award Agreements.  Each Award hereunder shall be 
evidenced by an Award Agreement which shall be delivered to the 
Participant and shall specify the terms and conditions of the Award 
and any rules applicable thereto, including, but not limited to, 
the effect on such Award of the death, disability or termination of 
employment or service of a Participant and the effect, if any, of 
such other events as may be determined by the Committee.

		(f)  No Limit on Other Compensation Arrangements.  
Nothing contained in the Plan shall prevent the Company or any 
Affiliate from adopting or continuing in effect other compensation 
arrangements, which may, but need not, provide for the grant of 
options, restricted stock, Shares and other types of awards 
provided for hereunder and such arrangements may be either 
generally applicable or applicable only in specific cases.

		(g)  No Right to Employment.  The grant of an Award 
shall not be construed as giving a Participant the right to be 
retained in the employ of, or in any consulting relationship with, 
the Company or any Affiliate. 

		(h)  No Rights as Stockholder.  Subject to the 
provisions of the applicable Award, no Participant or holder or 
beneficiary of any Award shall have any rights as a stockholder 
with respect to any Shares to be distributed under the Plan until 
a certificate or certificates representing  such Shares shall be 
delivered to such Participant, holder or beneficiary, as the case 
may be.  Notwithstanding the foregoing, in connection with each 
grant of Restricted Stock hereunder, the applicable Award shall 
specify if and to what extent the Participant shall be entitled to 
the rights of a stockholder in respect of such Restricted Stock.

		(i)  Governing Law.  The validity, construction, and 
effect of the Plan and any rules and regulations relating to the 
Plan and any Award Agreement shall be determined in accordance with 
the laws of the State of Delaware.


		(j)  Severability.  If any provision of the Plan or 
any Award is or becomes or is deemed to be invalid, illegal, or 
unenforceable in any jurisdiction or as to any Person or Award, or 
would disqualify the Plan or any Award under any law deemed 
applicable by the Committee, such provision shall be construed or 
deemed amended to conform the applicable laws, or if it cannot be 
construed or deemed amended without, in the determination of the 
Committee, materially altering the intent of the Plan or the Award, 
such provision shall be stricken as to such jurisdiction, Person or 
Award and the remainder of the Plan and any such Award shall remain 
in full force and effect.

		(k)  Other Laws.  The Committee may refuse to issue or 
transfer any Shares or other consideration under an Award if, 
acting in its sole discretion, it determines that the issuance or 
transfer of such Shares or such other consideration might violate 
any applicable law or regulation or entitle the Company to recover 
the same under Section 16(b) of the Exchange Act, and any payment 
tendered to the Company by a Participant, other holder or 
beneficiary in connection with the exercise of such Award shall be 
promptly refunded to the relevant Participant, holder or 
beneficiary.  Without limiting the generality of the foregoing, no 
Award granted hereunder shall be construed as an offer to sell 
securities of the Company, and no such offer shall be outstanding, 
unless and until the Committee in its sole discretion has 
determined that any such offer, if made, would be in compliance 
with all applicable requirements of the U.S. federal securities 
laws.

		(l)  No Trust or Fund Created.  Neither the Plan nor 
any Award shall create or be construed to create a trust or 
separate fund of any kind or a fiduciary relationship between the 
Company or any Affiliate and a Participant or any other Person.  To 
the extent that any Person acquires a right to receive payments 
from the Company or any Affiliate pursuant to an Award, such right 
shall be no greater than the right of any unsecured general 
creditor of the Company or any Affiliate.

		(m)  No Fractional Shares.  No fractional Shares shall 
be issued or delivered pursuant to the Plan or any Award, and the 
Committee shall determine whether cash, other securities, or other 
property shall be paid or transferred in lieu of any fractional 
Shares or whether such fractional Shares or any rights thereto 
shall be canceled, terminated, or otherwise eliminated.

		(n)  Headings.  Headings are given to the Sections and 
subsections of the Plan solely as a convenience to facilitate 
reference.  Such headings shall not be deemed in any way material 
or relevant to the construction or interpretation of the Plan or 
any provision thereof.


		SECTION 14.	 Term of the Plan.

		(a)  Effective Date.  The Plan shall become effective 
as of the date of its approval by the Board; provided, however, 
that no Award shall be exercisable unless the Plan is approved by 
the stockholders of the Company.

		(c)  Expiration.  The Plan shall terminate 10 years 
after the earlier of the date on which it becomes effective and the 
date it is approved by the stockholders of the Company.  
Notwithstanding the foregoing, all Awards made under the Plan prior 
to such termination date shall remain in effect until such Awards 
have been satisfied or terminated in accordance with the terms and 
provisions of the Plan and the applicable Award Agreement.