AMCON DISTRIBUTING COMPANY
                           FIRST AMENDED AND RESTATED
                             1994 STOCK OPTION PLAN

                                   ARTICLE I

                              PURPOSE; DEFINITIONS

   Section 1.1.  STATEMENT OF POLICY.  The Board of Directors of AMCON
DISTRIBUTING COMPANY, a Delaware corporation (the "Company"), believes that it
is in the best interest of the Company and its shareholders to retain the
services of the directors, officers and key employees of the Company, to
attract and induce new executives and other key employees to become associated
with the Company and to establish a close identity between the interests of
the Company and its shareholders with those of the directors, officers and key
employees of the Company and, accordingly, has caused the Company to adopt
this First Amended and Restated 1994 Stock Option Plan (the "Plan") which
provides for both Incentive Stock Options (as defined in Section 1.2 of the
Plan) and Nonqualified Stock Options (as defined in Section 1.2 of the Plan)
and which amends and restates in its entirety the 1994 Stock Option Plan which
become effective on June 2, 1994.

   Section 1.2.  Definitions.  When used in this Plan, unless the context
otherwise requires:

"AFFILIATE" shall mean any entity, other than its Subsidiaries, in which the
Company has a direct or indirect equity interest, as determined by the Board
of Directors.

"AWARD" shall mean the award of Incentive Stock Options or Nonqualified Stock
Options under the Plan.

"BOARD OF DIRECTORS" shall mean the Board of Directors of the Company as
constituted from time to time.

"CODE" shall mean the United States Internal Revenue Code of 1986, as amended
from time to time, or any statutes succeeding thereto.

"COMMITTEE" shall mean the Compensation Committee designated by the Board of
Directors to administer the Plan under Section 3.1 hereof; provided, however,
that all members of the Committee must qualify as "outside directors" within
the meaning of Treasury Regulation 1.162-27(e)(3).

"COMMON STOCK" and "STOCK" shall each mean the Common Stock of the Company.

"COMPANY"  shall mean AMCON Distributing Company, a Delaware corporation.

"DISINTERESTED PERSON" shall mean a person defined in Rule 16b-3(d)(3)
promulgated by the Securities and Exchange Commission under the Exchange Act,
or any successor definition adopted by the Securities and Exchange Commission.

"EMPLOYEE" shall mean an officer or other key employee of the Company or any
of its Subsidiaries or Affiliates, including a director who is such an
employee.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated pursuant thereto.

"FAIR MARKET VALUE" shall mean, on the date of determination:

   (i)  if the Company's Common Stock is listed on a national securities
exchange or is quoted on the NASDAQ National Market System, the average of the
high and low quotations at which the Common Stock was traded on the date of
determination or, if the Common Stock was not traded on the date of
determination or such national securities exchange or the NASDAQ National
Market System was not open for business on such date, the average of the high
and low quotations at which the Common Stock was traded on the closest
preceding date on which such Common Stock was traded on such national
securities exchange or the NASDAQ National Market System;

   (ii)  if the Company's Common Stock is not listed on a national securities
exchange or quoted on the NASDAQ National Market System but is otherwise
traded in the over-the-counter market, the average of the closing bid and
asked quotations on the date of determination or, if there are no bid and
asked quotations for the Company's Common Stock on the date of determination,
the average of the closing bid and asked quotations for such Common Stock on
the closest preceding date on which such Common Stock was traded; or

   (iii)  if no public market exists for the Company's Common Stock on the
date of determination, the Committee shall, in its sole discretion and best
judgment, determine the fair market value of the Company's Common Stock.

For all purposes of this Plan, the determination by the Committee of Fair
Market Value shall be conclusive.

"HOLDER" shall mean an Employee to whom an Award has been made.

"INCENTIVE STOCK OPTIONS" shall mean options which meet the requirements for
Incentive Stock Options in Section 422 of the Code.

"NONQUALIFIED STOCK OPTIONS" shall mean stock options which do not meet the
requirements for Incentive Stock Options, as defined above in this
Section 1.2, and stock options which do meet such requirements but which the
Committee designates as Nonqualified Stock options.

"OPTION AGREEMENT" shall mean each Agreement referred to in Section 12 of this
Plan between the Company and any person to whom an Option is granted.

"OPTIONS" shall mean the Incentive Stock Options and Nonqualified Stock
Options granted under this Plan.

"Option Shares" shall have the meaning set forth in Section 8.4(a).

"PLAN" shall mean this First Amended and Restated 1994 Stock Option Plan
adopted by the Board of Directors, as such Plan from time to time may be
amended as herein provided.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and the
rules and regulations promulgated pursuant thereto.
"SUBSIDIARY" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

"TEN PERCENT SHAREHOLDER" shall mean a person who on any given date owns,
either directly or within the meaning of the attribution rules contained in
Section 425(d) of the Code, capital stock possessing more than 10% of the
total combined voting powers of all capital stock of the Company or a
Subsidiary.


                                  ARTICLE II

                                  ELIGIBILITY

Persons eligible to receive Awards under this Plan shall be any Employee as
the Committee, in its sole discretion, may select.  However, in no event may
Incentive Stock Options be granted to Employees of Affiliates.


                                  ARTICLE III

                            ADMINISTRATION OF PLAN

   Section 3.1.  COMMITTEE.  This Plan shall be administered by the Committee,
which shall consist of two or more members of the Board of Directors selected
by the Board of Directors, each of which shall be a Disinterested Person.  The
Committee shall have absolute authority, subject only to the express
provisions of this Plan, (a) to determine in its sole discretion the Employees
to whom, and the time or times at which, Awards shall be made, the number of
shares to be covered by each Award and whether an Award shall consist of
Incentive Stock Options or Nonqualified Stock Options or both; provided,
however, that Incentive Stock Options may be granted only to persons who are
Employees of the Company and its Subsidiaries; (b) to interpret this Plan and
to prescribe, amend and rescind the rules and regulations relating to it;
(c) to determine the terms and provisions of the Awards and the respective
Option Agreements (which need not be identical), including without limitation
such terms and provisions as may be requisite in the judgment of the Committee
(i) to cause this Plan and the Options and Common Stock issued pursuant to the
Plan to be registered on Form S-8 promulgated pursuant to the Securities Act,
and the applicable rules and regulations thereunder, or any other appropriate
form, (ii) to provide for the reimbursement of the Company for taxes paid or
advanced in respect of the issuance to Employees of Options or Common Stock
under the Plan and (iii) to set forth the form of restrictive legends to be
placed on certificates representing shares of Common Stock to be issued
pursuant to Options relating to obligations of the Holders under the federal
and state securities laws and under the Code; (d) unilaterally and without
approval of a Holder to amend an existing Award in order to carry out the
purposes of this Plan (so long as such an amendment does not take away any
benefit granted to a Holder by the Award and so long as the amended Award
would comport with the terms of this Plan); and (e) to make all other
determinations deemed necessary or advisable for the granting of Awards and
the administration of this Plan.  Any interpretation by the Committee of the
terms and provisions of this Plan and the administration hereof, and all
action taken by the Committee, shall be final and binding upon Plan
participants.

   Section 3.2.  VACANCIES.  If a member of the Committee for any reason shall
cease to serve, the vacancy may be filled by the Board of Directors in
accordance with the bylaws of the Company and this Plan.

   Section 3.3.  REMOVAL.  Any member of the Committee may be removed at any
time, with or without cause, by the Board of Directors.

   Section 3.4.  CHAIRMAN AND SECRETARY.  (a)  The Board of Directors or the
Committee shall select one of the members of the Committee as the Committee's
Chairman who shall preside at all meetings of the Committee and shall have
such other duties and responsibilities as may be assigned to him or her by the
Committee.

   (b)  The Committee may appoint a secretary, who shall keep minutes of its
meetings and make such rules and regulations for the conduct of its business
as the Committee may deemed advisable.

   Section 3.5.  MEETINGS AND ACTIONS BY CONSENT.  The Committee shall hold
its meetings at such times and places as it shall deem advisable.  A majority
of its members shall constitute a quorum.  All determinations of the Committee
shall be made by at least a majority of the members attending a meeting at
which a quorum is present.  Any decision or determination which could be made
or any action taken by the Committee at a duly called meeting at which a
quorum is present may also be made or taken by written consent of all of the
members of the Committee.


                                  ARTICLE IV

                  SHARES OF COMMON STOCK SUBJECT TO PLAN

   (a)  The Committee may, but shall not be required to, grant in accordance
with this Plan both Incentive Stock Options and Nonqualified Stock Options to
purchase not more than, in the aggregate, 550,000 shares of the Common Stock.
The Company shall reserve and keep available the number of shares of Common
Stock that are necessary to satisfy the requirements of the Plan during the
term hereof.  Such shares of Common Stock may be authorized and unissued
shares or issued shares held in the Company's treasury.  Said number of shares
shall be computed prior to any adjustment resulting from stock dividends,
stock splits, reorganizations or other substitutions of securities for the
present Common Stock of the Company.

   (b)  Any shares of Common Stock issued by the Company as a result of the
assumption or substitution of outstanding grants from an acquired company
shall not reduce the shares of Common Stock available for Awards under this
Plan.  If any shares of Common Stock subject to any Award granted hereunder
are forfeited or such Award otherwise terminates without the issuance of such
shares or the payment of other consideration in lieu of such shares, the
shares of Common Stock subject to such Award, to the extent of any such
forfeiture or termination, shall again be available for Awards under the Plan.

   (c)  Notwithstanding any other provision of this Plan to the contrary, the
Committee shall not award Options to any employee included in the group
consisting of "covered employees" within the meaning of Treasury Regulation
1.162-27(c)(2) that would cause the compensation for such employee to exceed
the limitations imposed by Treasury Regulation 1.162-27(b), as it shall be
amended from time to time.  Furthermore, during a year with respect to which
the individual is a covered employee, an Option granted in such year or any
previous year may not be repriced or, if cancelled, may not be reissued to
such individual unless the number of shares covered by such Option are again
counted against the limitation contained in the preceding sentence for the
year in which such Option is reissued or repriced.


                                  ARTICLE V

                                   OPTIONS

   Section 5.1.  OPTION GRANTS.  Options shall be evidenced by Option
Agreements.  An Option Agreement signed by the Chairman, the President or any
other officer of the Company designated by the Chairman or the Board of
Directors, and attested by the Treasurer or Assistant Treasurer or Secretary
or Assistant Secretary of the Company, shall be issued to each Holder to whom
an Award is granted.  The form and provisions of each Option Agreement shall
be determined by the Committee in accordance with the terms of this Plan.  If
a Holder does not execute an Option Agreement in the form prescribed by the
Committee within 30 days from the grant thereof, the grant of such Award shall
be deemed to be void ab initio and of no further force or effect.

   Section 5.2.  TIME FOR GRANT OF AWARDS.  Awards may be granted by the
Committee pursuant to this Plan from time to time for a period beginning June
1, 1994 and ending June 1, 2004.  Nothing herein shall be construed to
prohibit the issuance of Awards at different times to the same Employee.

   Section 5.3.  NUMBER OF SHARES TO BE OPTIONED AND NATURE OF OPTION.
Subject to Article IV of this Plan, the total number of shares to be optioned
to any Employee and whether the Option shall be an Incentive Stock Option or a
Non-Qualified Stock Option shall be determined by the Committee in its sole
discretion; provided, however, that, in the case of Incentive Stock options,
the aggregate Fair Market Value, determined as of the time the Option is
granted, of the Stock with respect to which Incentive Stock Options may be
exercisable for the first time by any individual during any calendar year
shall not exceed $100,000.

   Section 5.4.  INCENTIVE STOCK OPTION.  Each provision of this Plan and each
Option Agreement relating to an Incentive Stock Option shall be construed so
that each Incentive Stock Option shall be an incentive stock option as defined
in Section 422A of the Code, and any provisions thereof that cannot be so
construed shall be disregarded.  In no event may a Holder be granted Incentive
Stock Options which do not comply with such grant and vesting limitations as
may be prescribed by Section 422A(b)(7) of the Code.  Incentive Stock Options
may not be granted to Employees of Affiliates.

   Section 5.5.  TERM OF OPTIONS.  The Option Agreements shall specify when an
Option may be exercisable and the terms and conditions applicable thereto,
including any vesting requirements.  In no event may an Option become
exercisable until the expiration of six months from the date of grant.  The
term of an Option, whether an Incentive Stock Option or a Nonqualified Stock
Option, shall in no event be exercisable more than 10 years (five years in the
case of an Incentive Stock Option granted to a Ten Percent Shareholder), or
such shorter period, if any, as may be necessary to comply with the
requirements of state securities laws, from the date such Option is granted,
except to the extent provided in Section 6.1(c) of this Plan.

   Section 5.6.  ASSIGNABILITY OF OPTIONS.  Options and all rights thereunder
shall by their terms be nonassignable and nontransferable by the Holder
(otherwise than by will or the laws of descent and distribution), and any
attempt to do so shall be null and void.  Options shall be exercisable during
the lifetime of the Holder only by the Holder.  Nothing contained herein shall
be deemed inconsistent with the provisions hereinafter set forth pertaining to
the exercise of an Option by the estate of a deceased Holder pursuant to
Section 6.1 of this Plan.

   Section 5.7.  OPTION PRICE.  The price at which Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee but
shall be not less than the Fair Market Value of the Common Stock on the date
such Option is granted.  In the case of an Incentive Stock Option granted to a
Ten Percent Shareholder, the exercise price shall not be less than 110% of the
Fair Market Value of the Common Stock on the date such Incentive Stock Option
is granted.


                                  ARTICLE VI

                             EXERCISE OF OPTIONS

   Section 6.1.  DEATH, DISABILITY, RETIREMENT OR TERMINATION OF EMPLOYMENT
WITH CONSENT.  Notwithstanding the provisions of Section 6.2 of this Plan,
Options granted to a Holder may be exercised as follows:

   (a)  In the event of such Holder's retirement (including, without
limitation, any early retirement permitted by the Company) or other
termination of the Holder's employment with consent, such Holder's Option may
be exercised, regardless of tax consequences, to the extent vested and
exercisable on the date of retirement or termination as provided in the Option
Agreement applicable to such Option (or, if so determined by the Committee in
its sole discretion, up to the full extent thereof, whether or not vested) at
any time within 90 days following the date of such retirement or termination.
As used herein, a Holder's employment with the Company shall be deemed to have
been terminated "with consent" if the Company has provided its express written
consent to the exercise of the Holder's Options following such termination.

   (b)  In the event of the death or the permanent physical or mental
disability (as such disability shall be determined by a physician selected by
the Company) of the Holder either (i) while employed by the Company or a
Subsidiary or an Affiliate or (ii) (with respect to a Nonqualified Stock
Option only) while eligible to exercise his Option pursuant to Section 6.1(a)
of this Plan following the termination of his employment, such Holder's
Options may be exercised, to the extent vested on the date of death or
determination of disability (or, if so determined by the Committee in its sole
discretion, up to the full extent thereof, whether or not vested), at any time
within one year following the Holder's death or such determination of
disability, by the Holder, the executors or administrators of the Holder or
any person who shall have acquired the Option from the Holder by bequest or
inheritance.  In the event of termination of employment by reason of
disability or retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422A of
the Code, such Incentive Stock Option will thereafter be treated as a
Nonqualified Stock Option.

   (c)  Notwithstanding the foregoing provisions, in no event may an Option be
exercised (i) prior to shareholder approval of this Plan, (ii) prior to
vesting requirements (other than as provided in this Plan), if any, contained
in any Option Agreement or (iii) subsequent to the expiration of its term,
except that a Nonqualified Stock Option shall be exercisable, to the extent
provided in Section 6.1(b) of this Plan, for a maximum of one year following
the death of a Holder, or the date on which such Holder is determined to have
a permanent physical or mental disability, regardless of its original term.

   Section 6.2.  TERMINATION OF EMPLOYMENT UNDER OTHER CIRCUMSTANCES.  In the
event of the termination of the employment of a Holder for any reason other
than by reason of the Holder's death, disability or retirement or with the
written consent of the Company, all Options granted to such Holder which have
not been exercised by such Holder prior to the time of such termination,
whether or not vested, shall be then terminated and thereafter may not be
exercised by the Holder.  Options granted under this Plan, however, shall not
be affected by any change of employment so long as the Holder of the Option
continues to be an Employee of the Company or a Subsidiary or an Affiliate.

   Section 6.3.  HOW EXERCISABLE.  (a)  An Option shall be exercisable by
delivery of a duly signed notice in writing to such effect (an "Exercise
Notice") and the full purchase price of the Common Stock purchased pursuant to
the exercise of the Option to the Treasurer of the Company or to any other
officer of the Company appointed by the Committee for the purpose of receiving
the same; provided, however, that no Option issued pursuant to this Plan may
be exercised at any time when the Option or the granting or the exercise
thereof violates any law or governmental order or regulation.

   (b)  Delivery of the full purchase price shall be satisfied either: (a) by
payment in cash of the full purchase price, (b) by tender of such number of
shares of the Company's Common Stock owned either (i) by the Holder prior to
exercise of the Option or (ii) with the consent of the Committee, by the
Holder as a result of the exercise of the Option, as is equal in value (as
determined by its Fair Market Value at the close of business on the last
business day before the date of delivery) to the full purchase price or (c) by
delivery of any combination of cash and such shares of the Company's Common
Stock (valued as set forth above) which, in the aggregate, is equal in value
to the full purchase price, subject to compliance with applicable securities
laws.  Whenever all or any portion of the purchase price payable upon exercise
of an Option is paid by the delivery of shares of the Company's Common Stock,
tender of such shares shall be accompanied by a duly executed stock power and
by payment of the requisite stock transfer tax, if any.  The Committee may
also require the Holder to make such representations as to his title,
authority to transfer such title and any other facts as it may deem
appropriate.  In connection with the exercise of a Nonqualified Stock Option,
the Committee may require the Holder to remit an amount in cash or in Common
Stock sufficient to satisfy all federal, state and local requirements to
withhold taxes.

   Section 6.4.  ISSUANCE OF SHARES.  Within a reasonable time after the
exercise of an Option, the Company shall cause to be delivered to the
purchaser a certificate representing the shares of Common Stock purchased
pursuant to the exercise of the Option.

   Section 6.5.  SHAREHOLDER RIGHTS OF HOLDER.  No Holder entitled to exercise
an Option awarded under this Plan shall have any rights or privileges as a
shareholder of the Company in respect of any Common Stock issuable upon
exercise of such Option until such Option has been duly exercised in
accordance with the terms hereof and the applicable Option Agreement and the
full purchase price is tendered therefor.

   Section 6.6.  TERMINATION OF OPTIONS.  Any Option not exercised within the
period fixed for its exercise in an Option Agreement and this Article VI shall
terminate and become null and void.

   Section 6.7.  UNEXERCISED OPTIONS.  Common Stock covered by Options which
have terminated in accordance with the provision of this Plan, to the extent
to which such Options have not been exercised, may be treated by the Committee
as Common Stock which is eligible for other and further granting of Options in
accordance with the terms of this Plan.

   Section 6.8.  CASH-OUT OF VESTED OPTIONS.  The Committee may in its sole
discretion cancel the vested portion of any Options held by a Holder who is at
such time no longer an Employee of the Company or any of its Subsidiaries or
Affiliates in exchange for a cash payment equal to the difference between
(a) the Fair Market Value of the shares subject to such vested Options and
(b) the Option Price for such shares.


                                  ARTICLE VII

                          NOT AN EMPLOYMENT CONTRACT

Anything contained herein or in any Option Agreement notwithstanding, neither
this Plan, any Option Agreement nor any Option granted pursuant to this Plan
shall confer on an individual any right to continue in the employ or service
of the Company or any Subsidiary or Affiliate or interfere in any way with the
right of the Company or such Subsidiary or Affiliate at any time to terminate
or modify the terms or conditions of the employment or service of the Holder
of the Option.


                                  ARTICLE VIII

                            RECAPITALIZATION, MERGER,
                        CONSOLIDATION AND REORGANIZATION

   Section 8.1.  CHANGE IN COMMON STOCK.  (a) Appropriate and equitable
adjustment shall be made in the number of shares of Common Stock subject to
each outstanding Option or the exercise prices of such Options or both, in the
event of any changes in the outstanding Common Stock by reason of a stock
dividend, stock split, recapitalization, reorganization, merger,
consolidation, sale or exchange of assets, combination or exchange of shares
or offering of subscription rights, it being the purpose of this provision to
ensure that an Option shall be adjusted to give the Holder, upon exercise of
his Option, rights equivalent to the rights of a person who had held shares of
Common Stock in the amount subject to the Option at the time the Option is
granted.  In applying this provision an adjustment shall be made for any
changes occurring after the effective date of this Plan.

   (b)  In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of the par value status of
any or all of its authorized shares, the shares resulting from any such change
shall be deemed to be Common Stock within the meaning of this Plan.

   (c)  To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.
The Fair Market Value of any fractional shares resulting from adjustments
pursuant to this Section 8.1 shall, where appropriate, be paid in cash to the
Holder.

   Section 8.2.  DISSOLUTION OR LIQUIDATION.  In the event of the complete
liquidation or dissolution of the Company other than as an incident to a
merger, reorganization or other adjustment referred to in Section 8.1 above,
any Options granted pursuant to this Plan and remaining unexercised shall be
deemed cancelled without regard to or limitation by any other provision of
this Plan.

   Section 8.3.  RIGHTS OF HOLDERS AND THE COMPANY.  (a) Except as
hereinbefore expressly provided in this Article VIII, a Holder shall have no
rights by reason of any subdivision or consolidation of shares of stock of any
class or the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Company of shares of stock of any class or
securities convertible into shares of stock of any class shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to any Option.

   (b)  The grant of an Option pursuant to this Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell or transfer all or any part
of its business or assets.

   Section 8.4.  COMPLIANCE WITH SECURITIES ACT.  (a) As soon as is reasonably
practicable, the Company will use its best efforts to effect a registration on
Form S-8 under the Securities Act with respect to all Options and all shares
of Common Stock issuable upon exercise of the Options (the "Option Shares");
provided, however, that the Company shall not be obligated to effect, or to
take any action to effect, any registration in any jurisdiction in which the
Company would be required to execute a general consent to service of process
in effecting registration unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act or "blue
sky" laws of such jurisdiction, provided that the filing of a Form U-2 or
similar form shall not be deemed to be a general consent to service of process
for purposes of this subsection.  In connection with any such registration,
the Company shall:

      (i)  promptly give written notice of the proposed registration to all
Holders;

      (ii)  use its reasonable best efforts to effect the registration of the
Options held by the Holders and the Option Shares subject thereto (including,
without limitation, filing post-effective amendments, appropriate
qualifications under applicable "blue sky" or other state securities laws and
appropriate compliance with the Securities Act) as would permit or facilitate
the sale and distribution of such Options and Option Shares;

      (iii)  keep the registration effective;

      (iv)  prepare and file with the Securities and Exchange Commission such
amendments and supplements to the registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such
registration statement;

      (v)  use its best efforts to cause all such Options and Option Shares
registered pursuant hereto to be listed on each securities exchange on which
similar securities issued by the Company are then listed or eligible for
listing if the listing of such Options and Option Shares is then permitted
under the rules of such exchange; and

      (vi)  provide a transfer agent and registrar for all Options and Option
Shares registered pursuant to such registration statement and a CUSIP number
for all such Options and Option Shares, in each case not later than the
effective date of such registration statement.

   (b)  Prior to the effectiveness of any registration of the Option Shares,
as provided in Section 8.4(a), the Company may postpone the issuance and
delivery of shares of Common Stock upon any exercise of any Option until
(i) the admission of such shares to listing on any stock exchange on which
shares of the Company of the same class are then listed and the completion of
such registration or other qualification of such shares under any state or
federal law, rule or regulation as the Company shall determine to be necessary
or advisable, (ii) insofar as any local "blue sky" law might affect the
issuance of such shares, either the local Blue Sky Commission shall have ruled
or counsel to the Company shall have advised that the issue is not subject to
such local law or that such shares shall have been qualified under such law,
(iii) counsel to the Holder has delivered an opinion to the Company,
satisfactory in form and substance, to the effect that the issuance of such
shares does not require registration under any federal or state securities
laws or that any such registration as may be required shall be effective as of
the time of issuance of such shares, (iv) the individual to whom the Option is
granted shall have represented and agreed in writing that any shares purchased
pursuant to the Option are being purchased for investment purposes only and
not with a view to the distribution or resale thereof; provided, however, that
a Holder making such representation and agreement may be released by the
Company at its discretion from such representation and agreement upon the
shares being registered or qualified in such manner as may be legally required
at any time, and (v) the Committee shall have been advised by counsel that all
applicable legal requirements pertaining to the issuance of such shares,
including any requirements of the Securities Act, have been complied with.
Any person exercising an Option shall make such representations and furnish
such information as may be appropriate to permit the Company, in the light of
the then existence or nonexistence of an effective registration statement
under the Securities Act, with respect to such shares, to issue the shares in
compliance with the provisions of that or any comparable law.

   (c)  The Company shall not have any liability to any Holder or otherwise
(i) in the event a registration does not occur with respect to the Option
Shares or (ii) with respect to any Option the exercise of which is prevented
by the provisions of Section 8.4(b).


                                  ARTICLE IX

                  AMENDMENT, TERMINATION AND INTERPRETATION

   Section 9.1.  TERMINATION.  This Plan shall terminate on June 1, 2004.

   Section 9.2.  AMENDMENT.  Upon obtaining such approval of the stockholders
of the Company as may be required by law (including Rule 16b-3 under the
Exchange Act) or the applicable provisions of the securities exchange upon
which the Common Stock is listed, the Board of Directors or the Committee may
amend this Plan and the terms and conditions thereof as to any shares of
Common Stock which have not then become the subject matter of Options awarded
pursuant to the terms of this Plan, and the Board of Directors or the
Committee, with the written consent of the affected Holders of any Options
awarded pursuant to this Plan, may amend this Plan and the terms and
conditions of this Plan as it regards any such Options held by such consenting
Holders.

   Section 9.3.  INTERPRETATION.  A determination of the Committee as to any
question which may arise with respect to the interpretation of the provisions
of this Plan and of any Option or Option Agreement shall be final.

   Section 9.4.  RULES AND REGULATIONS.  The Committee may authorize and
establish such rules, regulations and revisions thereof not inconsistent with
the provisions of this Plan as it may determine advisable to make this Plan
and the Options effective and provide for their administration, and may take
such other actions with regard to this Plan and the Options as it shall deem
desirable to effectuate their purposes.

   Section 9.5.  EVIDENCE OF EACH OPTION.  The Committee may include in each
agreement or document it may issue to the Holder of any Option, evidencing the
existence of such Option given or granted pursuant to the terms of this Plan,
the text of this Plan by reference thereto in such certificate or document,
and, in such event, the entire terms of this Plan as it may exist and as it
may be amended from time to time shall be deemed included in such certificate
or document with the same force and effect as though this Plan were set forth
in its entirety in such agreement or document.


                                  ARTICLE X

                                EFFECTIVENESS

This Plan has been adopted and shall become effective on March 28, 2000.


                                  ARTICLE XI

                                MISCELLANEOUS

   Section 11.1.  SUBSTITUTED OPTIONS.  Subject to the limitation in
Section 4.1 hereof on total shares available for Options, Options to purchase
shares of the Company's Common Stock may be issued under this Plan on terms
and conditions which differ from or conflict with the terms and conditions set
forth herein, provided that such Options are issued in substitution for
outstanding Options held by persons who have become directors, officers or key
employees of the Company or any of its Subsidiaries or Affiliates by reason of
a corporate merger, consolidation, acquisition of property or capital stock,
separation, reorganization or liquidation.