ALLEGRO NEW MEDIA, INC.

                          1994 Long-Term Incentive Plan
                       (As amended through June 16, 1997)

     1. PURPOSE.  The purpose of the 1994 Long-Term  Incentive Plan (the "Plan")
is to advance the interests of Allegro New Media,  Inc., a Delaware  corporation
(the  "Company"),  and its  stockholders by providing  incentives to certain key
employees of the Company and its affiliates and to certain other key individuals
who  perform  services  for  these  entities,  including  those  who  contribute
significantly to the strategic and long-term  performance  objectives and growth
of the Company and its affiliates.


     2. ADMINISTRATION.

     (a) The Plan shall be  determined  solely by the Long-Term  Incentive  Plan
Administrative  Committee  (the  "Committee")  of the  Board of  Directors  (the
"Board") of the Company, as such Committee is from time to time constituted,  or
any successor committee the Board may designate to administer the Plan; provided
that if at any time Rule 16b-3 or any  successor  rule ("Rule  16b-3") under the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  so permits
without  adversely  affecting  the  ability  of the  Plan  to  comply  with  the
conditions  for exemption  from Section 16 of the Exchange Act (or any successor
provision) provided by Rule 16b-3, the Committee may delegate the administration
of the Plan in  whole or in part,  on such  terms  and  conditions,  and to such
person or  persons  as it may  determine  in its  discretion,  as it  relates to
persons  not  subject  to  Section  16 of the  Exchange  Act (or  any  successor
provision). The membership of the Committee or such successor committee shall be
constituted  so as to comply at all times with the  applicable  requirements  of
Rule 16b-3.  No member of the Committee  shall be eligible or have been eligible
within  one year  prior to his  appointment  to  receive  awards  under the Plan
("Awards") or to receive awards under any other plan,  program or arrangement of
the Company or any of its affiliates if such eligibility would cause such member
to cease to qualify as a "Non-Employee Director" or any successor standard under
Rule 16b-3 as then in effect; provided that if at any time Rule 16b-3 so permits
without  adversely  affecting  the  ability  of the  Plan  to  comply  with  the
conditions  for exemption  from Section 16 of the Exchange Act (or any successor
provision)  provided by Rule 16b-3,  one or more  members of the  Committee  may
cease to qualify as a "Non-Employee Director" or any successor standard.

     (b) The  Committee has all the powers vested in it by the terms of the Plan
set forth herein,  such powers to include exclusive  authority (except as may be
delegated  as  permitted  herein)  to  select  the key  employees  and other key
individuals to be granted Awards under the Plan, to determine the type, size and
terms of the Award to be made to each individual  selected,  to modify the terms
of any Award that has been  granted,  to determine  the time when awards will be
granted, to establish performance objectives,  to make any adjustments necessary

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or  desirable  as a result of the  granting  of Awards to  eligible  individuals
located  outside the United States and to prescribe the form of the  instruments
embodying  Awards made under the Plan.  The Committee is authorized to interpret
the Plan and the Awards granted under the Plan, to establish,  amend and rescind
any  rules  and  regulations  relating  to the  Plan,  and  to  make  any  other
determination,  which it deems necessary or desirable for the  administration of
the Plan.  The Committee  (or its delegate as permitted  herein) may correct any
defect or supply any omission or reconcile any  inconsistency  in the Plan or in
any Award in the  manner  and to the extent the  Committee  deems  necessary  or
desirable  to  carry it into  effect.  any  decision  of the  Committee  (or its
delegate as permitted herein) in the  interpretation  and  administration of the
Plan, as described herein, shall lie within its sole and absolute discretion and
shall be final,  conclusive and binding on all parties concerned.  The Committee
may act only by a majority  of its  members in office,  except  that the members
thereof  may  authorize  any one or more of their  members or any officer of the
Company to execute and deliver documents or to take any other ministerial action
on behalf of the  Committee  with  respect to Awards  made or to be made to Plan
participants.  No member of the Committee and no officer of the Company shall be
liable for  anything  done or omitted to be done by him, by any other  member of
the  Committee  or by  any  officer  of  the  Company  in  connection  with  the
performance of duties under the Plan,  except for his own willful  misconduct or
as expressly  provided by statute.  Determinations  to be made by the  Committee
under the Plan may be made by its delegates.


     3. PARTICIPATION.

     (a)  Affiliates.  If an Affiliate (as  hereinafter  defined) of the Company
wishes to participate in the Plan and its participation shall have been approved
by the Board upon the recommendation of the Committee, the board of directors or
other  governing  body of the  Affiliate  shall adopt a  resolution  in form and
substance  satisfactory  to  the  Committee  authorizing  participation  by  the
Affiliate in the Plan with respect to its key employees or other key individuals
performing  services  for it. As used  herein,  the term  "Affiliate"  means any
entity in which the Company has a substantial direct or indirect equity interest
or which has a substantial direct or indirect equity interest in the Company, as
determined by the Committee in its discretion.

     An  Affiliate  participating  in the Plan may  cease to be a  participating
company  at any  time by  action  of the  Board  or by  action  of the  board of
directors or other governing body of such  Affiliate,  which latter action shall
be  effective  not earlier  than the date of delivery  to the  Secretary  of the
Company  of a  certified  copy  of a  resolution  of the  Affiliate's  board  of
directors or other governing body taking such action.  If the  participation  in
the Plan of an Affiliate shall terminate,  such termination shall not relieve it
of any obligations  theretofore incurred by it, except as may be approved by the
Committee in its discretion.

     (b)  Participants.  Consistent with the purposes of the Plan, the Committee
shall have exclusive  power (except as may be delegated as permitted  herein) to
select the key employees and other key individuals  performing  services for the
Company, including consultants or independent contractors and others who perform
services for the Company and its Affiliates who may  participate in the Plan and

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be  granted  Awards  under  the  Plan.  Eligible  individuals  may  be  selected
individually  or by groups or categories,  as determined by the Committee in its
discretion.  No director of the Company, unless he is an employee of the Company
or is an officer or  director of an  Affiliate,  shall be eligible to receive an
Award under the Plan,  except to the extent that such director provides services
to the  Company in addition to those  provided  in the  grantee's  capacity as a
director.  In no event may a  corporation  be  eligible  to  receive an Award of
Incentive Stock Options under the Plan.


     4. AWARDS UNDER THE PLAN.

     (a) Types of Awards.  Awards  under the Plan may  include,  but need not be
limited  to,  one or  more  of  the  following  types,  either  alone  or in any
combination  thereof:  (i) "Stock  Options," (ii) "Stock  Appreciation  Rights,"
(iii) "Restricted  Stock," (iv)  "Performance  Grants" and (v) any other type of
Award  deemed by the  Committee  in its  discretion  to be  consistent  with the
purposes of the Plan  (including  but not  limited  to,  Awards of or options or
similar  rights  granted  with respect to  unbundled  stock units or  components
thereof,  and Awards to be made to participants who are foreign nationals or are
employed or performing services outside the United States). Stock Options, which
include   "Non-Qualified   Stock  Options"  and  "Incentive  Stock  Options"  or
combinations  thereof,  are rights to purchase  common shares of the Company and
stock of any other class into which such shares may  thereafter  be changed (the
"Common  Shares").  Non-Qualified  Stock Options and Incentive Stock Options are
subject to the terms,  conditions  and  restrictions  specified  in Paragraph 5.
Stock Appreciation Rights are rights to receive (without payment to the Company)
cash, Common Shares,  other Company securities (which may include,  but need not
be  limited  to,  unbundled  stock  units  or  components  thereof,  debentures,
preferred stock,  warrants,  securities  convertible into Common Shares or other
property, and other types of securities including,  but not limited to, those of
the  Company  or an  Affiliate,  or  any  combination  thereof  ("Other  Company
Securities") or property, or other forms of payment, or any combination thereof,
as determined by the Committee, based on the increase in the value of the number
of Common Shares specified in the Stock  Appreciation  Right. Stock Appreciation
Rights are  subject to the  terms,  conditions  and  restrictions  specified  in
Paragraph  6.  Shares of  Restricted  Stock are Common  Shares  which are issued
subject to certain restrictions  pursuant to Paragraph 7. Performance Grants are
contingent awards subject to the terms, conditions and restrictions described in
Paragraph 8, pursuant to which the  participant  may become  entitled to receive
cash,  Common Shares,  Other Company  Securities or property,  or other forms of
payment, or any combination thereof, as determined by the Committee.

     (b) Maximum Number of Shares that May Be Issued.  There may be issued under
the Plan (as Restricted Stock, in payment of Performance Grants, pursuant to the
exercise  of Stock  Options or Stock  Appreciation  Rights,  or in payment of or
pursuant  to  the  exercise  of  such  other  Awards  as the  Committee,  in its
discretion,  may  determine)  an  aggregate  of not more than  4,000,000  Common
Shares,  subject to adjustment as provided in Paragraph 15. Common Shares issued
pursuant to the Plan may be either  authorized  but  unissued  shares,  treasury
shares,  reacquired  shares,  or any combination  thereof.  If any Common Shares
issued as  Restricted  Stock or otherwise  subject to  repurchase  or forfeiture
rights are reacquired by the Company pursuant to such rights, or if any Award is

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cancelled,  terminates  or expires  unexercised,  any Common  Shares  that would
otherwise  have been  issuable  pursuant  thereto will be available for issuance
under new Awards.

           (c)  Rights with Respect to Common Shares and Other Securities.

                (i)  Unless  otherwise   determined  by  the  Committee  in  its
           discretion,  a participant  to whom an Award of Restricted  Stock has
           been made (and any person  succeeding to such a participant's  rights
           pursuant to the Plan) shall have,  after issuance of a certificate or
           copy thereof for the number of Common Shares awarded and prior to the
           expiration of the Restricted Period or the earlier repurchase of such
           Common Shares as herein  provided,  ownership of such Common  Shares,
           including  the  right to vote the same and to  receive  dividends  or
           other  distributions  made or paid with respect to such Common Shares
           (provided  that  such  Common  Shares,  and any  new,  additional  or
           different shares, or Other Company  Securities or property,  or other
           forms of  consideration  which the  participant  may be  entitled  to
           receive  with  respect to such  Common  Shares as a result of a stock
           split, stock dividend or any other change in the corporate or capital
           structure  of the  Company,  shall  be  subject  to the  restrictions
           hereinafter   described  as   determined  by  the  Committee  in  its
           discretion),  subject,  however,  to the  options,  restrictions  and
           limitations imposed thereon pursuant to the Plan. Notwithstanding the
           foregoing,  unless  otherwise  determined  by  the  Committee  in its
           discretion,  a  participant  with whom an Award  agreement is made to
           issue  Common  Shares  in  the  future  shall  have  no  rights  as a
           shareholder  with respect to Common Shares  related to such agreement
           until issuance of a certificate to him.

                (ii)  Unless  otherwise  determined  by  the  Committee  in  its
           discretion,  a participant  to whom a grant of Stock  Options,  Stock
           Appreciation  Rights,  Performance  Grants or any other Award is made
           (and any person succeeding to such a participant's rights pursuant to
           the Plan) shall have no rights as a  stockholder  with respect to any
           Common  Shares or as a holder with  respect to other  securities,  if
           any,  issuable  pursuant  to any  such  Award  until  the date of the
           issuance  of a stock  certificate  to him for such  Common  Shares or
           other  instrument  of  ownership,  if  any.  Except  as  provided  in
           Paragraph   15,   no   adjustment   shall  be  made  for   dividends,
           distributions or other rights (whether ordinary or extraordinary, and
           whether  in  cash,  securities,  other  property  or  other  forms of
           consideration,  or any combination thereof) for which the record date
           is prior to the date such stock  certificate  or other  instrument of
           ownership, if any, is issued.


     5. STOCK OPTIONS. The Committee may grant Stock Options either alone, or in
conjunction with Stock Appreciation Rights,  Performance Grants or other Awards,
either  at the  time of  grant  or by  amendment  thereafter,  provided  that an
Incentive  Stock  Option  may be granted  only to an  eligible  employee  of the
Company or its parent or subsidiary corporation.  Each Stock Option (referred to
herein  as an  "Option")  granted  under  the  Plan  shall  be  evidenced  by an
instrument in such form as the Committee  shall  prescribe  from time to time in
accordance  with  the  Plan and  shall  comply  with  the  following  terms  and
conditions, and with such other terms and conditions, including, but not limited

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to,  restrictions  upon the Option or the Common  Shares  issuable upon exercise
thereof, as the Committee, in its discretion, shall establish:

     (a) The option price may be less than,  equal to, or greater than, the fair
market value of the Common Shares  subject to such Option at the time the Option
is granted,  as  determined by the  Committee,  but in no event will such option
price be less than 85% of the fair market value of the underlying  Common Shares
at the time the Option is  granted;  provided,  however,  that in the case of an
Incentive  Stock Option granted to such an employee,  the option price shall not
be less than the fair market value of the Common  Shares  subject to such Option
at the time the Option is granted,  or if granted to such an  employee  who owns
stock  representing  more than ten percent of the voting power of all classes of
stock of the Company or of its parent or subsidiary (a "Ten Percent  Employee"),
such option  price shall be not less than 110% of such fair market  value at the
time the Option is granted;  provided, further that in no event will such option
price be less than the par value of such Common Shares.

     (b) The Committee shall determine the number of Common Shares to be subject
to each option. The number of Common Shares subject to an outstanding Option may
be reduced on a share-for-share or other appropriate basis, as determined by the
Committee,  to the extent  that  Common  Shares  under  such  Option are used to
calculate the cash,  Common  Shares,  Other Company  Securities or property,  or
other  forms of  payment,  or any  combination  thereof,  received  pursuant  to
exercise of a Stock Appreciation Right attached to such Option, or to the extent
that any other Award granted in conjunction with such Option is paid.

     (c)  The  Option  may  not  be  sold,   assigned,   transferred,   pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent and
distribution,  and shall be  exercisable  during the grantee's  lifetime only by
him.  Unless  the  Committee  determines  otherwise,  the  Option  shall  not be
exercisable for at least six months after the date of grant,  unless the grantee
ceases  employment  or  performance  of services  before the  expiration of such
six-month  period by reason of his  disability as defined in Paragraph 12 or his
death.

     (d) The Option shall not be exercisable:

                (i) in the case of any Incentive  Stock Option  granted to a Ten
           Percent Employee, after the expiration of five years from the date it
           is  granted,  and,  in  the  case  of any  other  Option,  after  the
           expiration of ten years from the date it is granted;  provided,  that
           an Option may be  exercised  during  such period only at such time or
           times and in such installments as the Committee may establish;

                (ii)  unless  payment  in  full is made  for  the  shares  being
           acquired  thereunder  at the time of exercise,  such payment shall be
           made in such  form  (including,  but not  limited  to,  cash,  Common
           Shares, or the surrender of another outstanding Award under the Plan,
           or any  combination  thereof) as the  Committee  may determine in its
           discretion; and
<PAGE>

                (iii) unless the person  exercising  the Option has been, at all
           times during the period  beginning  with the date of the grant of the
           Option  and  ending  on the  date of such  exercise,  employed  by or
           otherwise  performing services for the Company or an Affiliate,  or a
           corporation, or a parent or subsidiary of a corporation, substituting
           or assuming the Option in a transaction  to which  Section  425(a) of
           the  Internal  Revenue  Code of 1986,  as amended,  or any  successor
           statutory  provisions  thereto (the "Code"),  is  applicable,  except
           that:

                     (A) in the case of any Non-Qualified  Stock Option, if such
                person  shall cease to be employed  by or  otherwise  performing
                services for the Company or an  Affiliate  solely by reason of a
                period of related Employment as defined in Paragraph 14, he may,
                during  such  period  of  Related   Employment,   exercise   the
                Non-Qualified Stock Option as if he continued such employment or
                performance of service; or

                     (B)  if  such  person  shall  cease  such   employment   or
                performance  of services by reason of his  disability as defined
                in Paragraph 12 or early, normal or deferred retirement under an
                approved  retirement  program of the Company or an Affiliate (or
                such  other  plan  or  arrangement  as  may be  approved  by the
                Committee, in its discretion, for this purpose) while holding an
                option  which has not expired and has not been fully  exercised,
                such  person,  at any time  within  three  years (or such  other
                period  determined  by the  Committee)  after the date he ceased
                such  employment  or  performance  of services  (but in no event
                after the Option has  expired),  may  exercise  the Option  with
                respect to any shares as to which he could  have  exercised  the
                Option on the date he ceased such  employment or  performance of
                services,  or with respect to such  greater  number of shares as
                determined by the Committee; or

                     (C)  if  such  person  shall  cease  such   employment   or
                performance   of  services   for  reasons   other  than  Related
                Employment,  disability, early, normal or deferred retirement or
                death (as provided  elsewhere) while holding an Option which has
                not  expired and has not been fully  exercised,  such person may
                exercise the Option at any time during the period, if any, which
                the  Committee  approves  (but not beyond the  expiration of the
                Option)   following  the  date  he  ceased  such  employment  or
                performance  of services  with respect to any shares as to which
                he could have  exercised  the Option on the date he ceased  such
                employment  or  performance  of services or, in the  Committee's
                discretion, any or all shares under the Option whether or not he
                could  have  exercised  the  Option on the date he  ceased  such
                employment or performance of services; or

                     (D) if any person to whom an Option has been granted  shall
                die  holding an Option  which has not  expired  and has not been
                fully  exercised,  his  executors,   administrators,   heirs  or
                distributees,  as the case may be,  may,  at any time within one
                year (or such other period  determined by the  Committee)  after
                the  date of  death  (but  in no  event  after  the  Option  has
                expired),  exercise  the Option with respect to any shares as to
                which the decedent  could have  exercised the Option at the time

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                of his death,  or with respect to such greater  number of shares
                as determined by the Committee.

     (e) In the case of an Incentive Stock Option,  the amount of aggregate fair
market  value of Common  Shares  (determined  at the time of grant of the Option
pursuant to subparagraph 5(a) of the Plan) with respect to which incentive stock
options are  exercisable  for the first time by an employee  during any calendar
year (under all such plans of his  employer  corporation  and its parent and its
parent and subsidiary corporations) shall not exceed $100,000.

     (f) It is the  intent  of the  Company  that  Non-Qualified  Stock  Options
granted under the Plan not be classified as Incentive  Stock  Options,  that the
Incentive Stock Options granted under the Plan be consistent with and contain or
be deemed to  contain  all  provisions  required  under  Section  422A and other
appropriate  provisions of the Code and any  implementing  regulations  (and any
successor provisions thereof), and that any ambiguities in construction shall be
interpreted  in  order to  effectuate  such  intent.  The  Agreements  providing
Non-Qualified  Stock Options shall provide that such Options are not  "incentive
stock options" for the purposes of Section 422A of the Code.


     6. STOCK  APPRECIATION  RIGHTS.  The Committee may grant Stock Appreciation
Rights either alone, or in conjunction with Stock Options, Performance Grants or
other Awards, either at the time of grant or by amendment thereafter. Each Award
of Stock  Appreciation  Rights  granted  under the Plan shall be evidenced by an
instrument in such form as the Committee  shall  prescribe  from time to time in
accordance  with  the  Plan and  shall  comply  with  the  following  terms  and
conditions, and with such other terms and conditions, including, but not limited
to,  restrictions  upon the Award of Stock  Appreciation  Rights  or the  Common
Shares issuable upon exercise thereof,  as the Committee in its discretion shall
establish:

     (a) The Committee shall determine the number of Common Shares to be subject
to each Award of Stock Appreciation  Rights. The number of Common Shares subject
to an  outstanding  Award of  Stock  Appreciation  Rights  may be  reduced  on a
share-for-share or other appropriate  basis, as determined by the Committee,  to
the extent that Common Shares under such Award of Stock Appreciation  Rights are
used to calculate the cash, Common Shares, Other Company Securities or property,
or other forms of payment,  or any  combination  thereof,  received  pursuant to
exercise of an Option attached to such Award of Stock Appreciation Rights, or to
the extent that any other Award granted in conjunction  with such Award of Stock
Appreciation Rights is paid.

     (b) The  Award  of Stock  Appreciation  Rights  may not be sold,  assigned,
transferred,  pledged,  hypothecated or otherwise disposed of, except by will or
the laws of the descent and  distribution,  and shall be exercisable  during the
grantee's lifetime only by him. Unless the Committee determines  otherwise,  the
Award of Stock  Appreciation  Rights shall not be  exercisable  for at least six
months  after  the date of  grant,  unless  the  grantee  ceases  employment  or
performance of services before the expiration of such six-month period by reason
of his disability as defined in Paragraph 12 or his death.


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     (c) The Award of Stock Appreciation Rights shall not be exercisable:

                (i) in the case of any Award of Stock  Appreciation  Rights that
           are  attached to an Incentive  Stock Option  granted to a Ten Percent
           Employee,  after the  expiration  of five  years  from the date it is
           granted,  and, in the case of any other  award of Stock  Appreciation
           Rights,  after  the  expiration  of ten  years  from  the  date it is
           granted.  Any Award of Stock  Appreciation  Rights  may be  exercised
           during   such  period  only  at  such  time  or  times  and  in  such
           installments as the Committee may establish;

                (ii) unless the Option or other Award to which the Award of 
           Stock Appreciation Rights is attached is at the time exercisable; and

                (iii)   unless  the  person   exercising   the  Award  of  Stock
           Appreciation  Rights  has  been,  at  all  times  during  the  period
           beginning  with the date of the grant  thereof and ending on the date
           of such exercise,  employed by or otherwise  performing  services for
           the Company or an Affiliate, except that

                     (A) in the case of any Award of Stock  Appreciation  Rights
                (other than those  attached to an Incentive  Stock  Option),  if
                such  person   shall  cease  to  be  employed  by  or  otherwise
                performing  services for the Company or an  Affiliate  solely by
                reason of a period of Related Employment as defined in Paragraph
                14, he may, during such period of Related  Employment,  exercise
                the Award of Stock  Appreciation  Rights as if he continued such
                employment or performance of services; or

                     (B)  if  such  person  shall  cease  such   employment   or
                performance  of services by reason of his  disability as defined
                in Paragraph 12 or early, normal or deferred retirement under an
                approved  retirement  program of the Company or an Affiliate (or
                such  other  plan  or  arrangement  as  may be  approved  by the
                Committee, in its discretion, for this purpose) while holding an
                Award of Stock Appreciation Rights which has not expired and has
                not been fully  exercised,  such  person may, at any time within
                three years (or such other period  determined by the  Committee)
                after the date he  ceased  such  employment  or  performance  of
                services (but in no event after the Award of Stock  Appreciation
                Rights has  expired),  exercise the Award of Stock  Appreciation
                Rights  with  respect  to any  shares as to which he could  have
                exercised the Award of Stock Appreciation  Rights on the date he
                ceased such  employment  or  performance  of  services,  or with
                respect to such greater  number of shares as  determined  by the
                Committee; or

                     (C)  if  such  person  shall  cease  such   employment   or
                performance   of  services   for  reasons   other  than  Related
                Employment,  disability, early, normal or deferred retirement or
                death (as provided  elsewhere)  while  holding an Award of Stock
                Appreciation Rights which has not expired and has not been fully

<PAGE>

                exercised,   such  person  may   exercise  the  Award  of  Stock
                Appreciation Rights at any time during the period, if any, which
                the Committee approves (but in no event after the Award of Stock
                Appreciation  Rights expires)  following the date he ceased such
                employment or performance of services with respect to any shares
                as  to  which  he  could  have  exercised  the  Award  of  Stock
                Appreciation  Rights on the date he ceased  such  employment  or
                performance  of  services  or  as  otherwise  permitted  in  the
                Committee's discretion; or

                     (D) if any  person  to whom an Award of Stock  Appreciation
                Rights  has been  granted  shall die  holding  an Award of Stock
                Appreciation Rights which has not expired and has not been fully
                exercised, his executors, administrators, heirs or distributees,
                as the case may be,  may,  at any time  within one year (or such
                other  period  determined  by the  Committee)  after the date of
                death  (but in no event  after the  Award of Stock  Appreciation
                Rights has  expired),  exercise the Award of Stock  Appreciation
                Rights with respect to any shares as to which the decedent could
                have  exercised  the Award of Stock  Appreciation  Rights at the
                time of his death,  or with  respect to such  greater  number of
                shares as determined by the Committee.

     (d) An Award of Stock Appreciation  Rights shall entitle the holder (or any
person entitled to act under the provisions of subparagraph 6(c)(iii)(D) hereof)
to exercise such Award or to surrender  unexercised  the option (or other Award)
to which the Stock  Appreciation  Rights is  attached  (or any  portion  of such
Option  or other  Award) to the  Company  and to  receive  from the  Company  in
exchange therefor,  without payment to the Company, that number of Common Shares
having an  aggregate  value equal to the excess of the fair market  value of one
share,  at the time of such exercise,  over the exercise price (or Option Price,
as the case may be) per share,  times the number of shares  subject to the Award
or the Option (or other  Award),  or portion  thereof,  which is so exercised or
surrendered,  as the  case  may be.  The  Committee  shall  be  entitled  in its
discretion  to elect to settle the  obligation  arising out of the exercise of a
Stock  Appreciation  Right by the payment of cash or Other Company Securities or
property,  or other forms of payment, or any combination  thereof, as determined
by the  Committee,  equal to the  aggregate  value of the Common Shares it would
otherwise be obligated to deliver.  Any such election by the Committee  shall be
made as soon as practicable after the receipt by the Committee of written notice
of the exercise of the Stock  Appreciation  Right.  The value of a Common Share,
Other Company  Securities or property,  or other forms of payment  determined by
the  Committee  for this purpose  shall be the fair market value  thereof on the
last business day next  preceding the date of the election to exercise the Stock
Appreciation  Right,  unless  the  Committee,  in  its  discretion,   determines
otherwise.

     (e) A Stock  Appreciation Right may provide that it shall be deemed to have
been  exercised  at the close of  business on the  business  day  preceding  the
expiration  date of the Stock  Appreciation  Right or of the related  Option (or
other Award), or such other date as specified by the Committee,  if at such time
such Stock  Appreciation  Right has a positive value. Such deemed exercise shall
be settled or paid in the same manner as a regular  exercise thereof as provided
in subparagraph 6(d) hereof.


<PAGE>

     (f) No fractional  shares may be delivered  under this  Paragraph 6, but in
lieu  thereof  a cash or other  adjustment  shall be made as  determined  by the
Committee in its discretion.


     7. RESTRICTED STOCK. Each Award of Restricted Stock under the Plan shall be
evidenced by an instrument in such form as the Committee  shall  prescribe  from
time to time in  accordance  with the Plan and shall  comply with the  following
terms and conditions, and with such other terms and conditions as the Committee,
in its discretion, shall establish:

     (a) The Committee  shall determine the number of Common Shares to be issued
to a participant  pursuant to the Award,  and the extent,  if any, to which they
shall be issued in exchange for cash, other consideration, or both.

     (b) Common Shares issued to a participant in accordance  with the Award may
not be sold, assigned, transferred,  pledged, hypothecated or otherwise disposed
of,  except by will or the laws of descent  and  distribution,  or as  otherwise
determined by the Committee,  for such period as the Committee shall  determine,
from the date on which the  Award is  granted  (the  "Restricted  Period").  The
Company will have the option, at the Committee's  discretion,  to repurchase the
shares  subject to the Award at such price as the Committee  shall have fixed or
to provide for  forfeiture  to the  Company of the shares  subject to the Award,
which  option  or  forfeiture  may  be  exercisable  (i)  if  the  participant's
continuous  employment  or  performance  of  services  for the  Company  and its
Affiliates  shall terminate for any reason,  except solely by reason of a period
of  Related  Employment  as  defined  in  Paragraph  14, or except as  otherwise
provided in subparagraph 7(c), prior to the expiration of the Restricted Period,
(ii) if, on or prior to the expiration of the  Restricted  Period or the earlier
lapse of such forfeiture  option, the participant has not paid to the Company an
amount equal to any federal, state, local or foreign income or other taxes which
the Company  determines is required to be withheld in respect of such shares, or
(iii) under such other  circumstances  as  determined  by the  Committee  in its
discretion.  Such repurchase  option or forfeiture  shall be exercisable on such
terms,  in such  manner and during  such  period as shall be  determined  by the
Committee when the Award is made or as amended  thereafter,  except as otherwise
determined in the  Committee's  discretion.  Each  certificate for Common Shares
issued  pursuant to a Restricted  Stock Award shall bear an  appropriate  legend
referring  to  the  foregoing   repurchase   option  or  forfeiture   and  other
restrictions and to the fact that the shares are partly paid, shall be deposited
by the award holder with the Company,  together  with a stock power  endorsed in
blank, or shall be evidenced in such other manner permitted by applicable law as
determined  by the  Committee in its  discretion.  Any attempt to dispose of any
such Common Shares in contravention  of the foregoing  repurchase and forfeiture
options and other  restrictions  shall be null and void and without  effect.  If
Common Shares issued  pursuant to a Restricted  Stock Award shall be repurchased
or forfeited pursuant to the repurchase option described above, the participant,
or in the event of his  death,  his  personal  representative,  shall  forthwith
deliver to the Secretary of the Company the  certificates  for the Common Shares
awarded to the participant,  accompanied by such instrument of transfer, if any,
as may reasonably be required by the Secretary of the Company.


<PAGE>

     (c) If a participant  who has been in continuous  employment or performance
of services for the Company or an Affiliate since the date on which a Restricted
Stock Award was granted to him shall, while in such employment or performance of
services, die, or terminate such employment or performance of services by reason
of  disability  as  defined  in  Paragraph  12 or by reason  of early  normal or
deferred  retirement under an approved  retirement  program of the Company or an
Affiliate (or such other plan or arrangement as may be approved by the Committee
in its  discretion,  for this  purpose) and any of such events shall occur after
the date on which  the  Award  was  granted  to him and  prior to the end of the
Restricted  Period of such Award,  the  Committee  may  determine  to cancel the
repurchase  option or forfeiture (and any and all other  restrictions) on any or
all of the Common Shares  subject to such Award;  and the  repurchase  option or
forfeiture shall become  exercisable at such time as to the remaining shares, if
any.


     8.  PERFORMANCE  GRANTS.  The Award of a  Performance  Grant  ("Performance
Grant")  to a  participant  will  entitle  him to  receive  a  specified  amount
determined by the Committee  (the "Actual  Value"),  if the terms and conditions
specified  herein and in the Award are  satisfied.  Each Award of a  Performance
Grant shall be subject to the following terms and conditions,  and to such other
terms and conditions,  including but not limited to, restrictions upon any cash,
Common Shares, Other Company Securities or property,  or other forms of payment,
or any combination  thereof,  issued in respect of the Performance Grant, as the
Committee,  in its  discretion,  shall  establish,  and shall be  embodied in an
instrument in such form and substance as is determined by the Committee.

     (a) The  Committee  shall  determine  the  value or range  of  values  of a
Performance  Grant to be awarded to each  participant  selected for an award and
whether or not such a Performance  Grant is granted in conjunction with an Award
of Options,  Stock Appreciation Rights,  Restricted Stock or other Award, or any
combination thereof,  under the Plan (which may include, but need not be limited
to, deferred  Awards)  concurrently  or subsequently  granted to the participant
(the "Associated  Award"). As determined by the Committee,  the maximum value of
each  Performance  Grant (the "Maximum  Value") shall be: (i) an amount fixed by
the  Committee  at the time the  award is made or  amended  thereafter,  (ii) an
amount  which  varies  from  time to time  based in whole or in part on the then
current value of a Common Share, Other Company Securities or property,  or other
securities or property,  or any combination  thereof, or (iii) an amount that is
determinable from criteria specified by the Committee. Performance Grants may be
issued  in  different  classes  or  series  having  different  names,  terms and
conditions.  In the case of a Performance  Grant awarded in conjunction  with an
Associated  Award, the Performance  Grant may be reduced on an appropriate basis
to the extent that the Associated Award has been exercised, paid to or otherwise
received by the participant, as determined by the Committee.

     (b) The award period ("Award  Period") in respect of any Performance  Grant
shall be a period  determined by the Committee.  At the time each Award is made,
the Committee shall establish  performance  objectives to be attained within the
Award Period as the means of determining  the Actual Value of such a Performance
Grant. The performance  objectives shall be based on such measure or measures of

<PAGE>

performance,  which may include,  but need not be limited to, the performance of
the participant,  the Company, one or more of its subsidiaries or one or more of
their divisions or units, or any combination of the foregoing,  as the Committee
shall  determine,  and may be applied on an  absolute  basis or be  relative  to
industry or other indices,  or any  combination  thereof.  The Actual Value of a
Performance  Grant shall be equal to its Maximum  Value only if the  performance
objectives are attained in full,  but the Committee  shall specify the manner in
which  the  Actual  Value  of  Performance  Grants  shall be  determined  if the
performance  objectives are met in part. Such performance  measures,  the Actual
Value or the Maximum Value, or any combination  thereof,  may be adjusted in any
manner  by the  Committee  in its  discretion  at any time and from time to time
during or as soon as practicable  after the Award Period,  if it determines that
such  performance  measures,  the  Actual  Value or the  Maximum  Value,  or any
combination thereof, are not appropriate under the circumstances.

     (c) The rights of a participant in Performance  Grants awarded to him shall
be  provisional  and may be  cancelled  or  paid in  whole  or in  part,  all as
determined  by the  Committee,  if the  participant's  continuous  employment or
performance of services for the Company and its Affiliates  shall  terminate for
any reason prior to the end of the Award  Period,  except  solely by reason of a
period of Related Employment as defined in Paragraph 14.

     (d) The Committee  shall  determine  whether the conditions of subparagraph
8(b) or 8(c) hereof have been met and, if so, shall  ascertain  the Actual Value
of the Performance  Grants. If the Performance  Grants have no Actual Value, the
Award and such Performance Grants shall be deemed to have been cancelled and the
Associated Award, if any, may be cancelled or permitted to continue in effect in
accordance with its terms. If the Performance Grants have any Actual Value and:

                (i) were not awarded in  conjunction  with an Associated  Award,
           the Committee  shall cause an amount equal to the actual Value of the
           Performance Grants earned by the participant to be paid to him or his
           beneficiary as provided below; or

                (ii) were awarded in conjunction  with an Associated  Award, the
           Committee shall determine,  in accordance with criteria  specified by
           the Committee (A) to cancel the Performance Grants, in which event no
           amount in respect  thereof  shall be paid to the  participant  or his
           beneficiary, and the Associated Award may be permitted to continue in
           effect in accordance  with its terms,  (B) to pay the Actual Value of
           the  Performance  Grants to the  participant  or his  beneficiary  as
           provided below, in which event the Associated  Award may be cancelled
           or  (C) to pay to the  participant  or his  beneficiary  as  provided
           below, the Actual Value of only a portion of the Performance  Grants,
           in which a  complimentary  portion  of the  Associated  Award  may be
           permitted  to continue in effect in  accordance  with its terms or be
           cancelled, as determined by the Committee.

     Such   determination  by  the  Committee  shall  be  made  as  promptly  as
practicable  following  the  end  of  the  Award  Period  or  upon  the  earlier
termination of employment or  performance of services,  or at such other time or

<PAGE>

times as the Committee shall  determine,  and shall be made pursuant to criteria
specified by the Committee.

     Payment  of any  amount in  respect  of the  Performance  Grants  which the
Committee  determines  to pay as provided  above shall be made by the Company as
promptly as practicable  after the end of the Award Period or at such other time
or times  as the  Committee  shall  determine,  and may be made in cash,  Common
Shares, Other Company Securities or property,  or other forms of payment, or any
combination  thereof or in such other manner,  as determined by the Committee in
its  discretion.  Notwithstanding  anything in this Paragraph 8 to the contrary,
the Committee may, in its discretion,  determine and pay out the Actual Value of
the Performance Grants at any time during the Award Period.


     9. DEFERRAL OF COMPENSATION.  The Committee shall determine  whether or not
an Award shall be made in conjunction with deferral of the participant's salary,
bonus or other compensation, or any combination thereof, and whether or not such
deferred amounts may be

           (i)  forfeited  to  the  Company  or to  other  participants,  or any
           combination thereof,  under certain circumstances (which may include,
           but  need  not  be  limited  to,  certain  types  of  termination  of
           employment  or  performance  of  services  for  the  Company  and its
           Affiliates),

           (ii)  subject  to  increase  or  decrease  in  value  based  upon the
           attainment of or failure to attain, respectively, certain performance
           measures and/or

           (iii) credited with income equivalents  (which may include,  but need
           not be limited  to,  interest,  dividends  or other  rates of return)
           until the date or dates of payment of the Award, if any.


     10. DEFERRED PAYMENT OF AWARDS.  The Committee may specify that the payment
of all or any  portion of cash,  Common  Shares,  Other  Company  Securities  or
property,  or any other form of payment,  or any combination  thereof,  under an
Award shall be deferred until a later date.  Deferrals shall be for such periods
or until the  occurrence of such events,  and upon such terms,  as the Committee
shall  determine in its discretion.  Deferred  payments of Awards may be made by
undertaking to make payment in the future based upon the  performance of certain
investment  equivalents  (which  may  include,  but  need  not  be  limited  to,
government   securities,   Common   Shares,   other   securities,   property  or
consideration,  or any  combination  thereof),  together  with  such  additional
amounts of income equivalents (which may be compounded and may include, but need
not be  limited  to,  interest,  dividends  or  other  rates of  return,  or any
combination  thereof) as may accrue  thereon until the date or dates of payment,
such investment equivalents and such additional amounts of income equivalents to
be determined by the Committee in its discretion.

<PAGE>

     11.  AMENDMENT OR  SUBSTITUTION  OF AWARDS UNDER THE PLAN. The terms of any
outstanding  Award  under  the  Plan  may be  amended  from  time to time by the
Committee in its discretion in any manner that it deems appropriate  (including,
but not limited  to,  acceleration  of the date of exercise of any Award  and/or
payments  thereunder,  or reduction of the Option Price of an Option or exercise
price  of an  Award  of  Stock  Appreciation  Rights);  provided,  that  no such
amendment shall adversely affect in a material manner any right of a participant
under the Award without his written consent,  unless the Committee determines in
its  discretion  that  there  have  occurred  or are about to occur  significant
changes  in  the  participant's   position,   duties  or  responsibilities,   or
significant  changes in economic,  legislative,  regulatory,  tax, accounting or
cost/benefit  conditions which are determined by the Committee in its discretion
to have or to be expected to have a substantial effect on the performance of the
Company,  or any subsidiary,  affiliate,  division or department thereof, on the
Plan or an any Award  under the Plan.  The  Committee  may,  in its  discretion,
permit  holders  of  Awards  to  surrender  outstanding  Awards  as a  condition
precedent to the grant of new Awards under the Plan.


     12.  DISABILITY.  For the  purposes of this Plan,  a  participant  shall be
deemed to have  terminated  his  employment or  performance  of services for the
Company  and its  Affiliates  by reason of  disability  if the  Committee  shall
determine that the physical or mental  condition of the participant by reason of
which such  employment or  performance  of services  terminated was such at that
time as would entitle him to payment of monthly  disability  benefits  under any
disability plan of the Company or an Affiliate in which he is a participant.  If
the  participant is not eligible for benefits  under any disability  plan of the
Company or an Affiliate,  he shall be deemed to have  terminated such employment
or  performance  of  services by reason of  disability  if the  Committee  shall
determine  that he is  permanently  and totally  disabled  within the meaning of
Section 22(e)(3) of the Code.


     13.  TERMINATION  OF A  PARTICIPANT.  For all purposes  under the Plan, the
Committee shall determine whether a participant has terminated  employment by or
the  performance  of services  for the Company or an  Affiliate,  provided  that
transfers  between the  Company  and an  Affiliate  or between  Affiliates,  and
approved leaves of absence shall not be deemed such a termination.


     14. RELATED  EMPLOYMENT.  For the purposes of this Plan, Related Employment
shall mean the  employment or  performance  of services by an individual  for an
employer  that is neither the Company nor an  Affiliate,  provided that (i) such
employment or  performance  of services is  undertaken by the  individual at the
request of the Company or an Affiliate,  (ii)  immediately  prior to undertaking
such  employment or performance  of services,  the individual was employed by or
performing  services  for the Company or an  Affiliate or was engaged in Related
Employment  as herein  defined,  and (iii) such  employment  or  performance  of
services  is in the best  interests  of the  Company  and is  recognized  by the
Committee,  in its  discretion,  as  Related  Employment  for  purposes  of this
Paragraph  14.  The  death or  disability  of an  individual  during a period of

<PAGE>

Related  Employment  as herein  defined  shall be treated,  for purposes of this
Plan, as if the death or onset of disability  had occurred  while the individual
was employed by or performing services for the Company or an Affiliate.


     15.  DILUTION  AND OTHER  ADJUSTMENTS.  In the  event of any  change in the
outstanding  Common  Shares of the Company by reason of any stock  split,  stock
dividend,   split-up,    split-off,    spin-off,    recapitalization,    merger,
consolidation,  rights offering, share offering, reorganization,  combination or
exchange  of shares,  a sale by the  Company of all or part of its  assets,  any
distribution  to  stockholders  other  than a  normal  cash  dividend,  or other
extraordinary  or  unusual  event,  if the  Committee  shall  determine,  in its
discretion,  that such change  equitably  requires an adjustment in the terms of
any Award or the number of Common Shares  available for Awards,  such adjustment
may be made by the Committee and shall be final,  conclusive and binding for all
purposes of the Plan.


     16.  DESIGNATION OF BENEFICIARY BY  PARTICIPANT.  A participant  may name a
beneficiary to receive any payment to which he may be entitled in respect of any
Award under the Plan in the event of his death, on a written form to be provided
by and filed with the Committee,  and in a manner determined by the Committee in
its  discretion.  The  Committee  reserves  the  right  to  review  and  approve
beneficiary designations.  A participant may change his beneficiary from time to
time in the  same  manner,  unless  such  participant  has  made an  irrevocable
designation.  Any designation of beneficiary under the Plan (to the extent it is
valid and enforceable  under applicable law) shall be controlling over any other
disposition,  testamentary  or otherwise,  as determined by the Committee in its
discretion.  If no designated beneficiary survives the participant and is living
on  the  date  on  which  any  amount  becomes  payable  to  such  participant's
beneficiary,  such  payment  will be made to the  legal  representatives  of the
participant's  estate,  and the term  "beneficiary" as used in the Plan shall be
deemed to include  such  person or persons.  If there is any  question as to the
legal right of any  beneficiary  to receive a  distribution  under the Plan, the
Committee in its discretion may determine that the amount in question be paid to
the legal  representatives of the estate of the participant,  in which event the
Company,  the Board  and the  Committee  and the  members  thereof  will have no
further liability to anyone with respect to such amount.


     17. CHANGE IN CONTROL.

     (a) Upon any Change in Control:

                (i) each  Stock  Option  and Stock  Appreciation  Right  that is
           outstanding   on  the  date  of  such  Change  in  Control  shall  be
           exercisable in full immediately;

                (ii) all  restrictions  with respect to  Restricted  Stock shall
           lapse  immediately,  and the Company's right to repurchase or forfeit
           any  Restricted  Stock  outstanding  on the  date of such  Change  in

<PAGE>

           Control shall thereupon  terminate and the certificates  representing
           such Restricted  Stock and the related stock powers shall be promptly
           delivered to the participants entitled thereto; and

                (iii) All Award  Periods  for the  purposes of  determining  the
           amounts of Awards of  Performance  Grants  shall end as of the end of
           the calendar quarter immediately preceding the date of such Change in
           Control,  and the amount of the Award payable shall be the portion of
           the  maximum  possible  Award  allocable  to the portion of the Award
           Period that had elapsed and the results  achieved during such portion
           of the Award Period.

     (b) For this purpose, a Change in Control shall be deemed to occur when and
only when any of the following events first occurs:

                (i) any person who is not currently  such becomes the beneficial
           owner,   directly  or  indirectly,   of  securities  of  the  Company
           representing  25%  or  more  of  the  combined  voting  power  of the
           Company's then outstanding voting securities; or

                (ii) three or more  directors,  whose election or nomination for
           election is not  approved by a majority  of the  Incumbent  Board (as
           hereinafter  defined),  are elected within any single 24-month period
           to serve on the Board of Directors; or

                (iii) members of the Incumbent Board cease to constitute a
           majority of the Board of Directors without the approval of the 
           remaining members of the Incumbent Board; or

                (iv) any merger  (other  than a merger  where the Company is the
           survivor  and  there  is no  accompanying  Change  in  Control  under
           subparagraphs   (i),   (ii)  or   (iii)  of  this   paragraph   (b)),
           consolidation, liquidation or dissolution of the Company, or the sale
           of all or substantially all of the assets of the Company.

     Notwithstanding  the foregoing,  a Change in Control shall not be deemed to
occur pursuant to  subparagraph  (i) of this paragraph (b) solely because 25% or
more of the combined  voting power of the  Company's  outstanding  securities is
acquired by one or more employee  benefit plans  maintained by the Company or by
any  other  employer,  the  majority  interest  in which is  held,  directly  or
indirectly,  by the Company. For purposes of this Section 17, the terms "person"
and  "beneficial  owner"  shall have the meaning set forth in Sections  3(a) and
13(d) of the Exchange Act, and in the regulations promulgated thereunder,  as in
effect on December 15, 1993; and the term  "Incumbent  Board" shall mean (A) the
members of the Board of Directors  of the Company on December  31, 1993,  to the
extent that they continue to serve as members of the Board of Directors, and (B)
any individual who becomes a member of the Board of Directors after December 31,
1993, if his election or nomination for election as a director was approved by a
vote of at least three-quarters of the then Incumbent Board.

<PAGE>

     18. MISCELLANEOUS PROVISIONS.

     (a) No employee or other person shall have any claim or right to be granted
an Award under the Plan.  Determinations  made by the  Committee  under the Plan
need not be uniform and may be made selectively among eligible individuals under
the Plan,  whether or not such  eligible  individuals  are  similarly  situated.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee  or other  person any right to  continue  to be  employed by or perform
services  for the  Company  or any  Affiliate,  and the right to  terminate  the
employment of or performance of services by any  participant at any time and for
any reason is specifically reserved.

     (b) No participant or other person shall have any right with respect to the
Plan,  the Common Shares  reserved for issuance  under the Plan or in any Award,
contingent  or otherwise,  until  written  evidence of the Award shall have been
delivered to the recipient and all the terms,  conditions  and provisions of the
Plan and the Award  applicable to such recipient (and each person claiming under
or through him) have been met.

     (c) Except as may be approved by the Committee  where such  approval  shall
not adversely  affect  compliance of the Plan with Rule 16b-3 under the Exchange
Act, a  participant's  rights and interest under the Plan may not be assigned or
transferred,  hypothecated  or encumbered in whole or in part either directly or
by operation of law or otherwise (except in the event of a participant's  death)
including,  but  not  by  way  of  limitation,   execution,  levy,  garnishment,
attachment,  pledge, bankruptcy or in any other manner; provided,  however, that
any Option or similar right (including, but not limited to, a Stock Appreciation
Right) offered pursuant to the Plan shall not be transferable other than by will
or the laws of descent  and  distribution  and shall be  exercisable  during the
participant's lifetime only by him.

     (d)  No  Common  Shares,  Other  Company  Securities  or  property,   other
securities or property, or other forms of payment shall be issued hereunder with
respect to any Award unless counsel for the Company shall be satisfied that such
issuance will be in compliance with applicable federal, state, local and foreign
legal, securities exchange and other applicable requirements.

     (e) It is the intent of the Company  that the Plan  comply in all  respects
with Rule 16b-3 under the Exchange Act, that any ambiguities or  inconsistencies
in  construction of the Plan be interpreted to give effect to such intention and
that if any  provision  of the Plan is found not to be in  compliance  with Rule
16b-3,  such provision  shall be deemed null and void to the extent  required to
permit the Plan to comply with Rule 16b-3.

     (f) The Company and its Affiliates  shall have the right to deduct from any
payment made under the Plan,  any  federal,  state,  local or foreign  income or
other taxes  required by law to be withheld  with  respect to such  payment.  It
shall be a condition to the  obligation  of the Company to issue Common  Shares,
Other Company  Securities or property,  other  securities or property,  or other
forms of payment,  or any  combination  thereof,  upon  exercise,  settlement or
payment of any Award under the Plan, that the participant (or any beneficiary or
person entitled to act) pay to the Company,  upon its demand, such amount as may

<PAGE>

be  requested  by the Company for the purpose of  satisfying  any  liability  to
withhold federal,  state,  local or foreign income or other taxes. If the amount
requested  is not paid,  the Company may refuse to issue  Common  Shares,  Other
Company Securities or property,  other securities or property, or other forms of
payment, or any combination thereof. Notwithstanding anything in the Plan to the
contrary,  the Committee may, in its discretion,  permit an eligible participant
(or any  beneficiary or person entitled to act) to elect to pay a portion or all
of the amount  requested  by the  Company  for such  taxes with  respect to such
Award,  at such  time  and in such  manner  as the  Committee  shall  deem to be
appropriate  including,  but not  limited  to, by  authorizing  the  Company  to
withhold,  or agreeing to surrender to the Company on or about the date such tax
liability is determinable,  Common Shares, Other Company Securities or property,
other  securities  or property,  or other forms of payment,  or any  combination
thereof,  owned by such person or a portion of such forms of payment  that would
otherwise be distributed, or have been distributed, as the case may be, pursuant
to such Award to such person,  having a fair market value equal to the amount of
such taxes.

     (g) The expenses of the Plan shall be borne by the Company.  However, if an
Award  is  made to an  individual  employed  by or  performing  services  for an
Affiliate:

                (i) if such Award results in payment of cash to the participant,
           such Affiliate  shall pay to the Company an amount equal to such cash
           payment  unless  the  Committee  shall  otherwise  determine  in  its
           discretion;

                (ii) if the Award  results in the issuance by the Company to the
           participant of Common Shares,  Other Company  Securities or property,
           other  securities  or  property,  or other forms of  payment,  or any
           combination thereof, such Affiliate shall, unless the Committee shall
           otherwise  determine in its discretion,  pay to the Company an amount
           equal  to  the  fair  market  value  thereof,  as  determined  by the
           Committee,  on the date such Common Shares,  other Company Securities
           or property, other securities or property, or other forms of payment,
           or any  combination  thereof,  are  issued  (or in  the  case  of the
           issuance  of  Restricted  Stock or of Common  Shares,  Other  Company
           Securities or property,  or other  securities  or property,  or other
           forms of payment subject to transfer and forfeiture conditions, equal
           to the fair  market  value  thereof  on the date on which they are no
           longer subject to applicable restrictions), minus the amount, if any,
           received  by the  Company in respect of the  purchase  of such Common
           Shares,  Other Company  Securities or property,  other  securities or
           property or other forms of payment, or any combination  thereof,  all
           as the Committee shall determine in its discretion; and

                (iii) the foregoing  obligations  of any such  Affiliate  entity
           shall survive and remain in effect and binding on such entity even if
           its status as an Affiliate of the Company should  subsequently cease,
           except as otherwise agreed by the Company and the entity.

     (h) The Plan  shall be  unfunded.  The  Company  shall not be  required  to
establish  any  special or  separate  fund or to make any other  segregation  of
assets to assure  the  payment  of any Award  under the Plan,  and rights to the

<PAGE>

payment of Awards shall be no greater than the rights of the  Company's  general
creditors.

     (i)  By  accepting  any  Award  or  other  benefit  under  the  Plan,  each
participant  and each person claiming under or through him shall be conclusively
deemed to have indicated his acceptance and ratification of, and consent to, any
action taken by the Company, the Board or the Committee or its delegates.

     (j)  Fair  market  value  in  relation  to  Common  Shares,  Other  Company
Securities or property,  other  securities or property or other forms of payment
of Awards under the Plan or any  combination  thereof,  as of any specific  time
shall  mean  such  value as  determined  by the  Committee  in  accordance  with
applicable law.

     (k) The masculine  pronoun includes the feminine and the singular  includes
the plural wherever appropriate.

     (l) The  appropriate  officers of the  Company  shall cause to be filed any
reports,  returns or other information  regarding Awards hereunder or any Common
Shares issued  pursuant  hereto as may be required by Section 13 or 15(d) of the
Exchange Act (or any successor provision) or any other applicable statute,  rule
or regulation.

     (m) The validity, construction,  interpretation,  administration and effect
of the Plan, and of its rules and  regulations,  and rights relating to the Plan
and to Awards granted under the Plan, shall be governed by the substantive laws,
but not the choice of law rules, of the State of Delaware.


     19. PLAN AMENDMENT OR  SUSPENSION.  The Plan may be amended or suspended in
whole  or in part at any  time  and  from  time  to  time by the  Board,  but no
amendment  shall  be  effective  unless  and  until  the  same  is  approved  by
stockholders  of the Company  where the failure to obtain  such  approval  would
adversely  affect the  compliance of the Plan with Rule 16b-3 under the Exchange
Act and with other  applicable  law. No  amendment  of the Plan shall  adversely
affect in a material  manner any right of any  participant  with  respect to any
Award theretofore granted without such participant's written consent,  except as
permitted under Paragraph 11.


     20. PLAN  TERMINATION.  This Plan shall  terminate  upon the earlier of the
following dates or events to occur:

     (a) upon the adoption of a resolution of the Board terminating the Plan; or

     (b) ten years from the date the Plan is  initially  approved and adopted by
the  stockholders  of the  Company  in  accordance  with  Paragraph  21  hereof;
provided,  however, that the Board may, prior to the expiration of such ten-year
period, extend the term of the Plan for an additional period of up to five years

<PAGE>

for the grant of Awards other than Incentive  Stock  Options.  No termination of
the Plan shall  materially  alter or impair any of the rights or  obligations of
any person,  without his consent,  under any Award theretofore granted under the
Plan except that  subsequent to  termination of the Plan, the Committee may make
amendments permitted under Paragraph 11.


     21. SHAREHOLDER  ADOPTION.  The Plan shall be submitted to the stockholders
of the Company  for their  approval  and  adoption at a meeting to be held on or
before December 31, 1993, or at any adjournment  thereof.  The Plan shall not be
effective  and no Award  shall be made  hereunder  unless and until the Plan has
been so approved and adopted.  The stockholders shall be deemed to have approved
and  adopted  the Plan only if it is  approved  and  adopted at a meeting of the
stockholders  duly held by vote taken in the manner  required by the laws of the
State of Delaware and the applicable Federal securities laws.