EXHIBIT 10.29


                             TRANSMEDIA NETWORK INC.
                          1996 LONG-TERM INCENTIVE PLAN
                  (including amendments through August 5, 1998)

        l. PURPOSE. The purpose of this 1996 Long-Term Incentive Plan (the
"Plan") of Transmedia Network Inc., a Delaware corporation (the "Company"), is
to advance the interests of the Company and its stockholders by providing a
means to attract, retain, and reward directors, officers and other key employees
and consultants of the Company and its subsidiaries (including consultants
providing services of substantial value) and to enable such persons to acquire
or increase a proprietary interest in the Company, thereby promoting a closer
identity of interests between such persons and the Company's stockholders.

        2. DEFINITIONS. The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of other awards, Dividend Equivalents, and Other
Stock-Based Awards, are set forth in Section 6 of the Plan. Such awards,
together with any other right or interest granted to a Participant under the
Plan, are termed "Awards." For purposes of the Plan, the following additional
terms shall be defined as set forth below:

        (a) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.

        (b) "Beneficiary" shall mean the person, persons, trust, or trusts which
have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under this Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust, or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

        (c) "Board" means the Board of Directors of the Company.

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

               (i) any person (as defined in Sections 3(a)(9) and 13(d)(3) of
        the Exchange Act), other than the Company or an employee benefit plan of
        the Company, acquires directly or indirectly the beneficial ownership
        (within the meaning of Rule 13d-3 promulgated pursuant to the Exchange
        Act) of any voting security of the Company and immediately after such
        acquisition such person is, directly or indirectly, the beneficial owner
        of voting securities representing 50 percent or more of the total voting
        power of all of the then-outstanding voting securities of the Company;

               (ii) the individuals (A) who constitute the Board as of the date
        this Plan is adopted by the Board (the "Original Directors") or (B) who
        thereafter are elected to the Board and whose election, or nomination
        for election, to the Board was approved by a vote of at least two-thirds
        (2/3) of the Original Directors then still in office (such directors
        becoming "Additional Original Directors" immediately following their
        election) or (C) who are elected to the Board and whose election, or
        nomination for election, to the Board was approved by a vote of at least
        two-thirds (2/3) of the Original Directors and Additional Original
        Directors then still in office (such directors also becoming "Additional
        Original Directors" immediately following their election) (such
        individuals being the "Continuing Directors"), cease for any reason to
        constitute a majority of the members of the Board;

               (iii) the stockholders of the Company shall approve a merger,
        consolidation, recapitalization, or reorganization of the Company, a
        reverse stock split of outstanding voting securities, or consummation of

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        any such transaction if stockholder approval is not sought or obtained,
        other than any such transaction which would result in at least 75
        percent of the total voting power represented by the voting securities
        of the surviving entity outstanding immediately after such transaction
        being beneficially owned (within the meaning of Rule 13d-3 promulgated
        pursuant to the Exchange Act) by at least 75 percent of the holders of
        outstanding voting securities of the Company immediately prior to the
        transaction, with the voting power of each such continuing holder
        relative to other such continuing holders not substantially altered in
        the transaction; or

               (iv) the stockholders of the Company shall approve a plan of
        complete liquidation of the Company or an agreement for the sale or
        disposition by the Company of all or a substantial portion of the
        Company's assets (i.e., 50 percent or more of the total assets of the
        Company).

        (e) "Code" means the Internal Revenue Code of 1986, as amended from time
to time. References to any provision of the Code shall be deemed to include
regulations thereunder and successor provisions and regulations thereto.

        (f) "Committee" means the Compensation Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan;
provided, however, that to the extent necessary to comply with Rule 16b-3, the
Committee shall consist of two or more directors, each of whom is a
"disinterested person" within the meaning of Rule 16b-3.

        (g) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time. References to any provision of the Exchange Act shall be
deemed to include rules thereunder and successor provisions and rules thereto.

        (h) "Fair Market Value" means, with respect to Stock, Awards, or other
property, the fair market value of such Stock, Awards, or other property
determined by such methods or procedures as shall be established from time to
time by the Committee, provided, however, that if the Stock is listed on a
national securities exchange or quoted in an interdealer quotation system, the
Fair Market Value of such Stock on a given date shall be based upon the last
sales price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock on such date (or, if there was no trading or quotation in
the Stock on such date, on the next preceding date on which there was trading or
quotation) as provided by one of such organizations.

        (j) "ISO" means any Option intended to be and designated as an incentive
stock option within the meaning of Section 422 of the Code.

        (k) "Non-Employee Director" shall mean a member of the Board who is not
otherwise an employee of the Company or any subsidiary.

        (l) "Participant" means a person who, at a time when eligible under
Section 5 hereof, has been granted an Award under the Plan.

        (m) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

        (n) "Stock" means the Common Stock, $.02 par value, of the Company and
such other securities as may be substituted for Stock or such other securities
pursuant to Section 4.

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3.      ADMINISTRATION.

        (a) AUTHORITY OF THE COMMITTEE. Except as otherwise provided below, the
Plan shall be administered by the Committee. The Committee shall have full and
final authority to take the following actions, in each case subject to and
consistent with the provisions of the Plan:

            (i)  to select persons to whom Awards may be granted;

           (ii) to determine the type or types of Awards to be granted to each
        such person;

          (iii) to determine the number of Awards to be granted, the number of
        shares of Stock to which an Award will relate, the terms and conditions
        of any Award granted under the Plan (including, but not limited to, any
        exercise price, grant price, or purchase price, any restriction or
        condition, any schedule for lapse of restrictions or conditions relating
        to transferability or forfeiture, exercisability, or settlement of an
        Award, and waivers or accelerations thereof, and waivers of or
        modifications to performance conditions relating to an Award, based in
        each case on such considerations as the Committee shall determine), and
        all other matters to be determined in connection with an Award;

           (iv) to determine whether, to what extent, and under what
        circumstances an Award may be settled, or the exercise price of an Award
        may be paid, in cash, Stock, other Awards, or other property, or an
        Award may be cancelled, forfeited, or surrendered;

            (v) to determine whether, to what extent, and under what
        circumstances cash, Stock, other Awards, or other property payable with
        respect to an Award will be deferred either automatically, at the
        election of the Committee, or at the election of the Participant;

           (vi) to prescribe the form of each Award Agreement, which need not be
        identical for each Participant;

          (vii) to adopt, amend, suspend, waive, and rescind such rules and
        regulations and appoint such agents as the Committee may deem necessary
        or advisable to administer the Plan;

         (viii) to correct any defect or supply any omission or reconcile any
        inconsistency in the Plan and to construe and interpret the Plan and any
        Award, rules and regulations, Award Agreement, or other instrument
        hereunder; and

           (ix) to make all other decisions and determinations as may be
        required under the terms of the Plan or as the Committee may deem
        necessary or advisable for the administration of the Plan.

Other provisions of the Plan notwithstanding, the Board shall perform the
functions of the Committee for purposes of granting awards to directors who
serve on the Committee (subject to Section 8), and may perform any function of
the Committee under the Plan for any other purpose, including without limitation
for the purpose of ensuring that transactions under the Plan by Participants who
are then subject to Section 16 of the Exchange Act in respect of the Company are
exempt under Rule 16b-3. In any case in which the Board is performing a function
of the Committee under the Plan, each reference to the Committee herein shall be
deemed to refer to the Board, except where the context otherwise requires.

        (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. Any action of the
Committee with respect to the Plan shall be final, conclusive, and binding on
all persons, including the Company, subsidiaries of the Company, Participants,
any person claiming any rights under the Plan from or through any Participant,
and stockholders. The express grant of any specific power to the Committee, and
the taking of any action by the Committee, shall not be

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construed as limiting any power or authority of the Committee. The Committee may
delegate to officers or managers of the Company or any subsidiary of the Company
the authority, subject to such terms as the Committee shall determine, to
perform such functions as the Committee may determine, to the extent permitted
under applicable law.

        (c) LIMITATION OF LIABILITY. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer or other employee of the Company or any
subsidiary, the Company's independent certified public accountants, or any
executive compensation consultant, legal counsel, or other professional retained
by the Company to assist in the administration of the Plan. No member of the
Committee, nor any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Company acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination, or
interpretation.

        4.     STOCK SUBJECT TO PLAN.

        (a) AMOUNT OF STOCK RESERVED. The total amount of Stock that may be
subject to outstanding Awards, determined immediately after the grant of any
Award, shall not exceed 1,505,966. Notwithstanding the foregoing, the number of
shares that may be delivered upon the exercise of ISOs shall not exceed 505,966
provided, however, that shares subject to ISOs shall not be deemed delivered if
such Awards are forfeited, expire or otherwise terminate without delivery of
shares to the Participant. If an Award valued by reference to Stock may only be
settled in cash, the number of shares to which such Award relates shall be
deemed to be Stock subject to such Award for purposes of this Section 4(a). Any
shares of Stock delivered pursuant to an Award may consist, in whole or in part,
of authorized and unissued shares or treasury shares.

        (b) ANNUAL PER-PARTICIPANT LIMITATIONS. During any calendar year, no
Participant may be granted Options and other Awards under the Plan that may be
settled by delivery of more than 250,000 shares of Stock, subject to adjustment
as provided in Section 4(c). In addition, with respect to Awards that may be
settled in cash (in whole or in part), no Participant may be paid during any
calendar year cash amounts relating to such Awards that exceed the greater of
the Fair Market Value of the number of shares of Stock set forth in the
preceding sentence at the date of grant or the date of settlement of Award. This
provision sets forth two separate limitations, so that awards that may be
settled solely by delivery of Stock will not operate to reduce the amount of
cash-only Awards, and vice versa; nevertheless, Awards that may be settled in
Stock or cash must not exceed either limitation.

        (c) ADJUSTMENTS. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Committee shall, in such manner
as it may deem equitable, adjust any or all of (i) the number and kind of shares
of Stock reserved and available for Awards under Section 4(a), (ii) the number
and kind of shares of outstanding Restricted Stock or other outstanding Award in
connection with which shares have been issued, (iii) the number and kind of
shares that may be issued in respect of other outstanding Awards, (iv) the
exercise price, grant price, or purchase price relating to any Award (or, if
deemed appropriate, the Committee may make provision for a cash payment with
respect to any outstanding Award), (v) the number of shares with respect to
which Options and SARs may be granted to a Participant in any calendar year, as
set forth in Section 4(b), and (vi) the number and kind of shares to be subject
to Options granted pursuant to Section 6(i) . In addition, the Committee is
authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events (including,
without

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limitation, events described in the preceding sentence) affecting the Company or
any subsidiary or the financial statements of the Company or any subsidiary, or
in response to changes in applicable laws, regulations, or accounting
principles. The foregoing notwithstanding, without the consent of the
Participant, no adjustments shall be authorized under this Section 4(c) with
respect to ISOs to the extent that such adjustment would cause such ISOs to fail
to qualify as ISOs.

        5. ELIGIBILITY. Directors, executive officers and other key employees of
the Company and its subsidiaries, and persons who provide consulting or other
services to the Company deemed by the Committee to be of substantial value to
the Company, are eligible to be granted Awards under the Plan. In addition, a
person who has been offered employment by the Company or its subsidiaries, and a
person who is employed by an entity expected to become a subsidiary, is eligible
to be granted an Award under the Plan, provided that such Award shall be
cancelled if such person fails to commence such employment, or if such entity
fails to become a subsidiary, and no payment of value may be made in connection
with such Award until such person has commenced such employment or until such
entity has become a subsidiary.

        6.     SPECIFIC TERMS OF AWARDS.

        (a) GENERAL. Awards may be granted on the terms and conditions set forth
in this Section 6. In addition, the Committee may impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section 8(e)),
such additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine, including terms requiring forfeiture
of Awards in the event of termination of employment or service of the
Participant.

        (b) OPTIONS. The Committee is authorized to grant Options to
Participants (including "reload" options automatically granted to offset
specified exercises of options) on the following terms and conditions:

           (i) EXERCISE PRICE. The exercise price per share of Stock purchasable
        under an Option shall be determined by the Committee; provided, however,
        that, the exercise price of an ISO shall be not less than 100 percent
        (110 percent in the case of an ISO granted to a person who owns (within
        the meaning of Section 422(b)(6) of the Code) 10 percent of the Stock)
        of the Fair Market Value of a share on the date of grant of such Option.

          (ii) TIME AND METHOD OF EXERCISE. The Committee shall determine the
        time or times at which an Option may be exercised in whole or in part,
        the methods by which such exercise price may be paid or deemed to be
        paid, the form of such payment, including, without limitation, cash,
        Stock, other Awards or awards granted under other Company plans, or
        other property (including notes or other contractual obligations of
        Participants to make payment on a deferred basis, such as through
        "cashless exercise" arrangements, to the extent permitted by applicable
        law), and the methods by which Stock will be delivered or deemed to be
        delivered to Participants.

         (iii) ISOS. The terms of any ISO granted under the Plan shall comply in
        all respects with the provisions of Section 422 of the Code, including
        but not limited to the requirement that no ISO shall be granted more
        than ten years after the effective date of the Plan. Anything in the
        Plan to the contrary notwithstanding, no term of the Plan relating to
        ISOs shall be interpreted, amended, or altered, nor shall any discretion
        or authority granted under the Plan be exercised, so as to disqualify
        either the Plan or any ISO under Section 422 of the Code.

        (iv) TERMINATION OF EMPLOYMENT. Unless otherwise determined by the
        Committee, upon termination of a Participant's employment with the
        Company and its subsidiaries for any reason other than death, disability


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        (within the meaning of Section 22(e)(3) of the Code) or cause, such
        Participant may exercise any Options during the 90-day period following
        such termination of employment. In the event such termination is on
        account of death or disability, the Participant may exercise any Options
        during the one-year period following such termination. If the Committee
        determines that termination of employment is for cause, all Options held
        by the Participant shall immediately terminate. In any case where
        Options remain exercisable following termination of employment, such
        Options shall be exercisable only to the extent exercisable immediately
        prior to such termination of employment.

        (c) STOCK APPRECIATION RIGHTS. The Committee is authorized to grant SARs
to Participants on the following terms and conditions:

           (i) RIGHT TO PAYMENT. An SAR shall confer on the Participant to whom
        it is granted a right to receive, upon exercise thereof, the excess of
        (A) the Fair Market Value of one share of Stock on the date of exercise
        (or, if the Committee shall so determine in the case of any such right
        other than one related to an ISO, the Fair Market Value of one share at
        any time during a specified period before or after the date of
        exercise), over (B) the grant price of the SAR as determined by the
        Committee as of the date of grant of the SAR, which, except as provided
        in Section 7(a), shall be not less than the Fair Market Value of one
        share of Stock on the date of grant.

          (ii) OTHER TERMS. The Committee shall determine the time or times at
        which an SAR may be exercised in whole or in part, the method of
        exercise, method of settlement, form of consideration payable in
        settlement, method by which Stock will be delivered or deemed to be
        delivered to Participants, whether or not an SAR shall be in tandem with
        any other Award, and any other terms and conditions of any SAR. Limited
        SARs that may only be exercised upon the occurrence of a Change in
        Control may be granted on such terms, not inconsistent with this Section
        6(c), as the Committee may determine. Limited SARs may be either
        freestanding or in tandem with other Awards. Notwithstanding anything
        contained herein to the contrary, no award shall be an SAR unless the
        Award Agreement explicitly so provides.

        (d) RESTRICTED STOCK. The Committee is authorized to grant Restricted
Stock to Participants on the following terms and conditions:

           (i) GRANT AND RESTRICTIONS. Restricted Stock shall be subject to such
        restrictions on transferability and other restrictions, if any, as the
        Committee may impose, which restrictions may lapse separately or in
        combination at such times, under such circumstances, in such
        installments, or otherwise, as the Committee may determine. Except to
        the extent restricted under the terms of the Plan and any Award
        Agreement relating to the Restricted Stock, a Participant granted
        Restricted Stock shall have all of the rights of a stockholder
        including, without limitation, the right to vote Restricted Stock or the
        right to receive dividends thereon.

          (ii) FORFEITURE. Except as otherwise determined by the Committee, upon
        termination of employment or service (as determined under criteria
        established by the Committee) during the applicable restriction period,
        Restricted Stock that is at that time subject to restrictions shall be
        forfeited and reacquired by the Company; provided, however, that the
        Committee may provide, by rule or regulation or in any Award Agreement,
        or may determine in any individual case, that restrictions or forfeiture
        conditions relating to Restricted Stock will be waived in whole or in
        part in the event of termination resulting from specified causes.

         (iii) CERTIFICATES FOR STOCK. Restricted Stock granted under the Plan
        may be evidenced in such manner as the Committee shall determine. If
        certificates representing Restricted Stock are registered in the name of
        the Participant, such certificates shall bear an appropriate legend
        referring to the terms, conditions, and

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        restrictions applicable to such Restricted Stock, the Company shall
        retain physical possession of the certificate, and the Participant
        shall have delivered a stock power to the Company, endorsed in blank,
        relating to the Restricted Stock.

          (iv) DIVIDENDS. Dividends paid on Restricted Stock shall be either
        paid at the dividend payment date in cash or in shares of unrestricted
        Stock having a Fair Market Value equal to the amount of such dividends,
        or the payment of such dividends shall be deferred and/or the amount or
        value thereof automatically reinvested in additional Restricted Stock,
        other Awards, or other investment vehicles, as the Committee shall
        determine or permit the Participant to elect. Stock distributed in
        connection with a Stock split or Stock dividend, and other property
        distributed as a dividend, shall be subject to restrictions and a risk
        of forfeiture to the same extent as the Restricted Stock with respect to
        which such Stock or other property has been distributed.

        (e) DEFERRED STOCK. The Committee is authorized to grant Deferred Stock
to Participants, subject to the following terms and conditions:

           (i) AWARD AND RESTRICTIONS. Delivery of Stock will occur upon
        expiration of the deferral period specified for an Award of Deferred
        Stock by the Committee (or, if permitted by the Committee, as elected by
        the Participant). In addition, Deferred Stock shall be subject to such
        restrictions as the Committee may impose, if any, which restrictions may
        lapse at the expiration of the deferral period or at earlier specified
        times, separately or in combination, in installments, or otherwise, as
        the Committee may determine.

          (ii) FORFEITURE. Except as otherwise determined by the Committee, upon
        termination of employment or service (as determined under criteria
        established by the Committee) during the applicable deferral period or
        portion thereof to which forfeiture conditions apply (as provided in the
        Award Agreement evidencing the Deferred Stock), all Deferred Stock that
        is at that time subject to deferral (other than a deferral at the
        election of the Participant) shall be forfeited; provided, however, that
        the Committee may provide, by rule or regulation or in any Award
        Agreement, or may determine in any individual case, that restrictions or
        forfeiture conditions relating to Deferred Stock will be waived in whole
        or in part in the event of termination resulting from specified causes.

        (f) BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS. The Committee is
authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu
of Company obligations to pay cash under other plans or compensatory
arrangements.

        (g) DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend
Equivalents to a Participant, entitling the Participant to receive cash, Stock,
other Awards, or other property equal in value to dividends paid with respect to
a specified number of shares of Stock. Dividend Equivalents may be awarded on a
free-standing basis or in connection with another Award. The Committee may
provide that Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Stock, Awards, or other
investment vehicles, and subject to such restrictions on transferability and
risks of forfeiture, as the Committee may specify.

        (h) OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Stock and factors that may influence
the value of Stock, as deemed by the Committee to be consistent with the
purposes of the Plan, including, without limitation, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Stock, purchase
rights for Stock, Awards with value and payment contingent upon performance of
the Company or any other factors designated by

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the Committee, and Awards valued by reference to the book value of Stock or the
value of securities of or the performance of specified subsidiaries. The
Committee shall determine the terms and conditions of such Awards. Stock issued
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards, or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may be granted
pursuant to this Section 6(h).

        (i)    NON-EMPLOYEE DIRECTORS OPTIONS.

               (i) On the day after the Company's annual meeting of stockholders
        at which the Plan is approved, each person who is then a Non-Employee
        Director shall receive, without the exercise of the discretion of any
        person, a non-qualified stock option under the Plan relating to the
        purchase of 5,000 shares of Stock. Thereafter, each person who becomes a
        Non-Employee Director shall receive a non-qualified stock option under
        the Plan relating to the purchase of 5,000 shares of Stock on the day
        after the date that he becomes a Non-Employee Director. On the day after
        each of the Company's annual meetings occurring in 1997 and thereafter,
        each person who is a Non-Employee Director on any such day shall
        receive, without the exercise of the discretion of any person, a
        non-qualified stock option under the Plan relating to the purchase of
        5,000 shares of Stock, plus an additional 500 shares for each full year
        of service as a Non-Employee Director performed from the date that the
        Plan was approved by the Company's stockholders to the date of such
        annual meeting, provided, however, that any Non-Employee Director who
        was granted an Option pursuant to the preceding sentence within 30 days
        of the date of an annual meeting shall be not be granted an Option
        pursuant to this sentence on the day after such annual meeting. In the
        event that there are not sufficient shares available under this Plan to
        allow for the grant to each Non-Employee Director of an Option for the
        number of shares provided herein, each Non-Employee Director shall
        receive an Option for his pro rata share of the total number of shares
        of Stock available under the Plan.

               (ii) The exercise price of each share of Stock subject to an
        Option granted to a Non-Employee Director shall equal the Fair Market
        Value of a share of Stock on the date such Option is granted. Payment of
        the exercise price for the shares being purchased shall be made in cash,
        Stock, or a combination of both.

               (iii) Each Option granted to a Non-Employee Director shall be
        exercisable in full one year from the date the Option is granted, and
        shall have a term of ten years from such date. Upon a Non-Employee
        Director's cessation of service as a Non-Employee Director, the Option,
        to the extent it was exercisable upon such cessation, shall remain
        exercisable for a period of 90 days (one year in the event such
        cessation is on account of death or disability). A Non-Employee
        Director's removal for cause shall result in an immediate termination of
        all Options. For purposes of this clause (iii), "cause" shall mean the
        director's fraud, intentional misrepresentation, or embezzlement
        committed against the Company, its agents or employees, or otherwise in
        connection with his or her service as a director of the Company, the
        director's misappropriation or conversion of assets or opportunities of
        the Company or its subsidiaries, or the director's conviction of a
        crime, whether or not in connection with his or her service as a
        director, other than a traffic infraction or other violation not deemed
        a felony or misdemeanor.

        7.     CERTAIN PROVISIONS APPLICABLE TO AWARDS.

        (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for, any
other Award granted under the Plan or any award granted under any other plan of
the Company, any subsidiary, or any business entity to be acquired by the
Company or a subsidiary, or any other right of a Participant to receive payment
from the Company or any subsidiary. Awards granted in addition to or in tandem
with other Awards or


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awards may be granted either as of the same time as or a different time from
the grant of such other Awards or awards.

        (b) TERM OF AWARDS. The term of each Award shall be for such period as
may be determined by the Committee; provided, however, that in no event shall
the term of any ISO or an SAR granted in tandem therewith exceed a period of ten
years from the date of its grant (or such shorter period as may be applicable
under Section 422 of the Code).

        (c) FORM OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and
any applicable Award Agreement, payments to be made by the Company or a
subsidiary upon the grant or exercise of an Award may be made in such forms as
the Committee shall determine, including, without limitation, cash, Stock, other
Awards, or other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. Such payments may include, without
limitation, provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments denominated in Stock.

        (d) RULE 16B-3 COMPLIANCE.

               (i) SIX-MONTH HOLDING PERIOD. Unless a Participant could
        otherwise dispose of equity securities, including derivative securities,
        acquired under the Plan without incurring liability under Section 16(b)
        of the Exchange Act, equity securities acquired under the Plan must be
        held for a period of six months following the date of such acquisition,
        provided that this condition shall be satisfied with respect to a
        derivative security if at least six months elapse from the date of
        acquisition of the derivative security to the date of disposition of the
        derivative security (other than upon exercise or conversion) or its
        underlying equity security.

               (ii) OTHER COMPLIANCE PROVISIONS. With respect to a Participant
        who is then subject to Section 16 of the Exchange Act in respect of the
        Company, the Committee shall implement transactions under the Plan and
        administer the Plan in a manner that will ensure that each transaction
        by such a Participant is exempt from liability under Rule 16b-3, except
        that such a Participant may be permitted to engage in a non-exempt
        transaction under the Plan if written notice has been given to the
        Participant regarding the non-exempt nature of such transaction. The
        Committee may authorize the Company to repurchase any Award or shares of
        Stock resulting from any Award in order to prevent a Participant who is
        subject to Section 16 of the Exchange Act from incurring liability under
        Section 16(b). Unless otherwise specified by the Participant, equity
        securities, including derivative securities, acquired under the Plan
        which are disposed of by a Participant shall be deemed to be disposed of
        in the order acquired by the Participant.

        (e) LOAN PROVISIONS. With the consent of the Committee, and subject at
all times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee, or arrange for a
loan or loans to a Participant with respect to the exercise of any Option or
other payment in connection with any Award, including the payment by a
Participant of any or all federal, state, or local income or other taxes due in
connection with any Award. Subject to such limitations, the Committee shall have
full authority to decide whether to make a loan or loans hereunder and to
determine the amount, terms, and provisions of any such loan or loans, including
the interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower, the
terms on which the loan is to be repaid and conditions, if any, under which the
loan or loans may be forgiven.

                                     - 9 -
<PAGE>

        (f) PERFORMANCE-BASED AWARDS. The Committee may, in its discretion,
designate any Award the exercisability or settlement of which is subject to the
achievement of performance conditions as a performance-based Award subject to
this Section 7(f), in order to qualify such Award as "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and regulations thereunder. The performance objectives for an Award subject to
this Section 7(f) shall consist of one or more business criteria and a targeted
level or levels of performance with respect to such criteria, as specified by
the Committee but subject to this Section 7(f). Performance objectives shall be
objective and shall otherwise meet the requirements of Section 162(m)(4)(C) of
the Code and regulations thereunder. Business criteria used by the Committee in
establishing performance objectives for Awards subject to this Section 7(f)
shall be selected exclusively from among the following:

        (1)    Annual return on capital;

        (2)    Annual earnings per share;

        (3)    Annual cash flow provided by operations;

        (4)    Changes in annual revenues; and/or

        (5)    Strategic business criteria, consisting of one or more objectives
               based on meeting specified revenue, market penetration,
               geographic business expansion goals, cost targets, and goals
               relating to acquisitions or divestitures.

The levels of performance required with respect to such business criteria may be
expressed in absolute or relative levels. Achievement of performance objectives
with respect to such Awards shall be measured over a period of not less than one
year nor more than five years, as the Committee may specify. Performance
objectives may differ for such Awards to different Participants. The Committee
shall specify the weighting to be given to each performance objective for
purposes of determining the final amount payable with respect to any such Award.
The Committee may, in its discretion, reduce the amount of a payout otherwise to
be made in connection with an Award subject to this Section 7(f), but may not
exercise discretion to increase such amount, and the Committee may consider
other performance criteria in exercising such discretion. All determinations by
the Committee as to the achievement of performance objectives shall be in
writing. The Committee may not delegate any responsibility with respect to an
Award subject to this Section 7(f).

        (g) ACCELERATION UPON A CHANGE OF CONTROL. Notwithstanding anything
contained herein to the contrary, unless otherwise provided by the Committee in
an Award Agreement, all conditions and/or restrictions relating to the continued
performance of services and/or the achievement of performance objectives with
respect to the exercisability or full enjoyment of an Award shall immediately
lapse upon a Change in Control.

        8.  GENERAL PROVISIONS.

        (a) COMPLIANCE WITH LAWS AND OBLIGATIONS. The Company shall not be
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the registration
requirements of the Securities Act of 1933, as amended, or any other federal or
state securities law, any requirement under any listing agreement between the
Company and any national securities exchange or automated quotation system, or
any other law, regulation, or contractual obligation of the Company, until the
Company is satisfied that such laws, regulations, and other obligations of the
Company have been complied with in full. Certificates representing shares of
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be applicable under such laws, regulations, and other
obligations of the Company, including any requirement that a legend or legends
be placed thereon.

                                     - 10 -
<PAGE>

        (b) LIMITATIONS ON TRANSFERABILITY. Awards and other rights under the
Plan, including any Award or right which constitutes a derivative security as
generally defined in Rule 16a-1(c) under the Exchange Act, will not be
transferable by a Participant except by will or the laws of descent and
distribution (or to a designated Beneficiary in the event of the Participant's
death), and, if exercisable, shall be exercisable during the lifetime of a
Participant only by such Participant or his guardian or legal representative;
provided, however, that such Awards and other rights (other than ISOs and SARs
in tandem therewith) may be transferred to one or more Beneficiaries during the
lifetime of the Participant in connection with the Participant's estate
planning, and may be exercised by such transferees in accordance with the terms
of such Award, consistent with the registration of the offer and sale of Stock
on Form S-8 or Form S-3 or a successor registration form of the Securities and
Exchange Commission, and permitted by the Committee. Awards and other rights
under the Plan may not be pledged, mortgaged, hypothecated, or otherwise
encumbered, and shall not be subject to the claims of creditors.

        (c) NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee the right to be
retained in the employ of the Company or any of its subsidiaries, nor shall it
interfere in any way with the right of the Company or any of its subsidiaries to
terminate any employee's employment at any time.

        (d) TAXES. The Company and any subsidiary is authorized to withhold from
any Award granted or to be settled, any delivery of Stock in connection with an
Award, any other payment relating to an Award, or any payroll or other payment
to a Participant amounts of withholding and other taxes due or potentially
payable in connection with any transaction involving an Award, and to take such
other action as the Committee may deem advisable to enable the Company and
Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include
authority to withhold or receive Stock or other property and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations;
in such case, the shares withheld shall be deemed to have been delivered for
purposes of Section 4(a).

        (e) CHANGES TO THE PLAN AND AWARDS. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or the Committee's authority to grant Awards
under the Plan without the consent of stockholders or Participants, except that
any such action shall be subject to the approval of the Company's stockholders
at or before the next annual meeting of stockholders for which the record date
is after such Board action if such stockholder approval is required by any
federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; provided, however, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under any Award theretofore granted to
him. The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue, or terminate, any Award theretofore granted and any Award
Agreement relating thereto; provided, however, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant under such Award.

        (f) NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS. No Participant or
employee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Participants and employees. No
Award shall confer on any Participant any of the rights of a stockholder of the
Company unless and until Stock is duly issued or transferred and delivered to
the Participant in accordance with the terms of the Award or, in the case of an
Option, the Option is duly exercised.

        (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is intended
to constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater

                                     - 11 -
<PAGE>

than those of a general creditor of the Company; provided, however, that the
Committee may authorize the creation of trusts or make other arrangements to
meet the Company's obligations under the Plan to deliver cash, Stock, other
Awards, or other property pursuant to any Award, which trusts or other
arrangements shall be consistent with the "unfunded" status of the Plan unless
the Committee otherwise determines with the consent of each affected
Participant.

        (h) NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
Board nor its submission to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other compensatory arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.

        (i) NO FRACTIONAL SHARES. No fractional shares of Stock shall be issued
or delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

        (j) COMPLIANCE WITH SECTION 162(M) OF THE CODE. It is the intent of the
Company that Options granted at or above Fair Market Value, SARs, and other
Awards designated as Awards subject to Section 7(f) shall constitute "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and regulations thereunder. Accordingly, if any provision of the Plan or any
Award Agreement relating to such an Award does not comply or is inconsistent
with the requirements of Section 162(m) of the Code or regulations thereunder,
such provision shall be construed or deemed amended to the extent necessary to
conform to such requirements, and no provision shall be deemed to confer upon
the Committee or any other person discretion to increase the amount of
compensation otherwise payable in connection with any such Award upon attainment
of the performance objectives.

        (k) GOVERNING LAW. The validity, construction, and effect of the Plan,
any rules and regulations relating to the Plan, and any Award Agreement shall be
determined in accordance with the Delaware General Corporation Law, without
giving effect to principles of conflicts of laws, and applicable federal law.

        (l) EFFECTIVE DATE; PLAN TERMINATION. The Plan shall become effective as
of the date of its adoption by the Board and shall continue in effect until
terminated by the Board.

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