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                 1994 BABY SUPERSTORE, INC. STOCK INCENTIVE PLAN
                  AMENDED AND RESTATED AS OF SEPTEMBER 30, 1996


I.  PURPOSES

A. The purposes of the 1994 Baby Superstore, Inc. Stock Incentive Plan are to
(i) provide an incentive and reward to key employees of the Company, and
consultants and advisors to the Company, who are and have been in a position to
contribute materially to improving the Company's profits, (ii) aid in the growth
of the Company, and (iii) encourage ownership of Shares by employees.

II.  DEFINITIONS

A. For purposes of this Plan the following terms shall have the definition which
is attributed to them below, unless another definition is clearly indicated by a
particular usage and context.

         1. "Agreement" means the written document issued by the Committee to a
         Participant whereby an Award is made to that Participant.

         2. "Award" means the issuance pursuant to this Plan of an Option, an
         SAR or Restricted Stock.

         3. "Awarded Shares" means Shares subject to outstanding Awards.

         4. "Board" means the Company's Board of Directors.

         5. "Cause" means theft or destruction of property of the Company, a
         Parent or Subsidiary, disregard of Company rules or policies, or
         conduct evidencing willful or wanton disregard of the interest of the
         Company. Such determination shall be made by the Committee based on
         information presented by the Company and the Participant and shall be
         final and binding on all parties to the Agreement.

         6. "Code" means the Internal Revenue Code of 1986, as amended.

         7. "Committee" means the Stock Incentive Plan Committee appointed by
         the Board pursuant to Section 3.1.


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         8. "Company" means Baby Superstore, Inc., a corporation incorporated
         under the laws of the state of South Carolina, and any successor
         thereto.

         9. "Consultant" means any person or entity that provides services to
         the Company as a consultant or advisor.

         10. "Effective Date of Grant" means the effective date on which the
         Committee makes an Award.

         11. "Employee" means any individual who performs services as a common
         law employee for the Company, a Parent or Subsidiary, and is included
         on the regular payroll of the Company, a Parent or Subsidiary.

         12. "Fair Market Value" means the value established by the Committee
         based upon such factors as the Committee in its sole discretion shall
         decide including, but not limited to, a valuation prepared by an
         independent third party appraiser selected or approved by the
         Committee. If at any time the Shares are traded on an established
         trading system, it means the last sale price reported on any stock
         exchange or over-the-counter trading system on which Shares are trading
         on a specified date or, if not so trading, the average of the closing
         bid and asked prices for a Share on a specified date. If no sale has
         been made on the specified date, then prices on the last preceding day
         on which any such sale shall have been made shall be used in
         determining fair market value under either method prescribed in the
         previous sentence.

         13. "Incentive Stock Option" means any option granted under this Plan
         which meets the requirements of Code ss. 422A and any regulations or
         rulings promulgated thereunder and is designated by the Committee as an
         Incentive Stock Option.

         14. "Nonqualified Stock Option" means any Option granted under this
         Plan which is not an Incentive Stock Option.

         15. "Option" means the right to purchase from the Company a stated
         number of Shares at a specified price.

         16. "Option Price" means the purchase price per Share subject to an
         Option and shall be fixed by the Committee.

         17. "Parent" means any corporation (other than the Company) in an
         unbroken chain of corporations ending with the Company if, at the time
         of the granting of the Award, each of the corporations (other than the
         Company) owns stock possessing 


                                      -2-

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         50% or more of the total combined voting power of all classes of stock
         in one of the other corporations in such chain within the meaning of
         Code ss. 425(e) and any regulations or rulings promulgated thereunder.

         18. "Participant" means an Employee or a Consultant who has received an
         Award under this Plan.

         19. "Permanent and Total Disability" shall have the same meaning as
         given to that term by Code ss. 22(e)(3) and any regulations or rulings
         promulgated thereunder.

         20. "Plan" means this 1994 Baby Superstore, Inc. Stock Incentive Plan,
         as evidenced herein and as amended from time to time.

         21. "Restricted Stock" means Shares issued to the Participant pursuant
         to Section 9 which are subject to the restrictions of this Plan and the
         Agreement.

         22. "Restriction Period" means a period commencing on the Effective
         Date of Grant and ending on such date or upon the achievement of such
         performance or other criteria as the Committee shall determine. The
         Restriction Period may, in the sole discretion of the Committee, be
         structured to provide for a release of restrictions in installments.

         23. "SAR" means stock appreciation rights issued to a Participant
         pursuant to Section 8.

         24. "SAR Price" means the base value established by the Committee for
         an SAR on the Effective Date of Grant used in determining the amount of
         benefit, if any, paid to a Participant.

         25. "Share" means one share of the common stock of the Company.

         26. "Subsidiary" means any corporation in an unbroken chain of
         corporations beginning with the Company if, at the time of the granting
         of the Award, each of the corporations (other than the last
         corporation) in the unbroken chain owns stock possessing 50% or more of
         the total combined voting power of all classes of stock in one of the
         other corporations in such chain, within the meaning of Code ss. 425(f)
         and any regulations or rulings promulgated thereunder.


                                      -3-

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         27. "1933 Act" means the Securities Act of 1933, as amended.

         28. "1934 Act" means the Securities Exchange Act of 1934, as amended.

III.  ADMINISTRATION

A. This Plan shall be administered by a Committee of not less than two members.
The members of the Committee shall be appointed by the Board. The Board may from
time to time remove members from or add members to the Committee. Vacancies on
the Committee, howsoever caused, shall be filled by the Board.

B. The action of a majority of the Committee at which a quorum is present, or an
action approved in writing by a majority of the Committee, shall be the valid
action of the Committee.

C. The Committee shall from time to time at its discretion designate the
Employees and Consultants who shall be Participants, determine all the terms and
conditions as set forth in Section 6.1 or otherwise, including the type of Award
to be made to each, the exercise period, expiration date and other applicable
time periods for each Award, the number of Shares subject to each Award, with
respect to each Option whether it is an Incentive Stock Option or Nonqualified
Stock Option and, if applicable, the Option Price or SAR Price and the general
terms of the Award.

D. The interpretation and construction by the Committee of any provisions of
this Plan or of any Option granted under it and all actions of the Committee
shall be final and binding on all parties hereto. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to this Plan or any Award granted under it.

IV.  ELIGIBILITY

A. Each Participant shall be an Employee who is a key employee or a Consultant
of the Company, a Parent or a Subsidiary as selected by the Committee in its
sole discretion from time to time.

B. A Participant may hold more than one Award, but only on the terms and subject
to the restrictions set forth in this Plan.

V.  SHARES SUBJECT TO AWARD


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A.  The securities subject to the Awards shall be 450,000 Shares.

B. In the event that any outstanding Award under this Plan expires or is
terminated for any reason, the Awarded Shares subject to that Award may again be
the subject of an Award under this Plan.

VI.  TERMS AND CONDITIONS

A. Awards granted pursuant to this Plan shall be authorized by the Committee
under terms and conditions approved by the Committee and shall be evidenced by
Agreements in such form as the Committee shall from time to time approve, which
Agreements shall contain or shall be subject to the following terms and
conditions, whether or not such terms and conditions are specifically included
therein:

         1. Number of Shares. Each Award shall state the number of Shares to
         which it pertains.

         2. Date. Each Award shall state the Effective Date of Grant.

         3. Price. With respect to each Award or portion thereof, which requires
         payment of an Option Price, it shall state the Option Price. With
         respect to an SAR, it shall state the SAR Price.

         4. Method and Time of Payment. With respect to an Award, or portion
         thereof, which requires payment of an Option Price, the Option Price
         shall be payable on the exercise of the Award and shall be paid in (i)
         cash, (ii) Shares, including Shares acquired pursuant to this Plan, or
         (iii) part in cash and part in Shares. Shares transferred in payment of
         the Option Price shall be valued as of date of transfer based on their
         Fair Market Value.

         5. Transfer of Option or Stock. No Award, Option, SAR, or Restricted
         Stock (prior to the expiration of the Restriction Period) shall be
         transferable by the Participant, except by will or the laws of descent
         and distribution upon the Participant's death and subject to any other
         limitations of this Plan. In addition to any other restriction
         hereunder or otherwise provided in the Agreement with the Participant,
         no Shares acquired pursuant to an Award of any type may be sold,
         transferred or otherwise disposed of prior to the end of the six month
         period which begins on the Effective Date of Grant of such Award.


                                      -5-


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         6. Recapitalization. The Committee shall make appropriate adjustments
         in the number of Awarded Shares or in the Option Price or SAR Price in
         order to give effect to changes made in the number of outstanding
         Shares as a result of a merger, consolidation, recapitalization,
         reclassification, combination, stock dividend, stock split, or other
         relevant change.

         7. Investment Purpose.

                  a. The Company shall not be obligated to sell or issue any
                  Shares pursuant to any Award unless such Shares are at that
                  time effectively registered or exempt from registration under
                  the 1933 Act. The determination of whether a Share is exempt
                  from registration shall be made by the Company's legal counsel
                  and its determination shall be conclusive and binding on all
                  parties to the Agreement.

                  b. Notwithstanding anything in this Plan to the contrary, each
                  Award under this Plan shall be granted on the condition that
                  the purchases of Shares thereunder shall be for investment
                  purposes and not with a view for resale or distribution except
                  that in the event the Shares subject to such Award are
                  registered under the 1933 Act, or in the event of a resale of
                  such Shares without such registration that would otherwise be
                  permissible, such condition shall be inoperative if in the
                  opinion of counsel for the Company such condition is not
                  required under the 1933 Act or any other applicable law,
                  regulation, or rule of any governmental agency.

         8. Other Provisions. Awards authorized under this Plan may contain any
         other provisions or restrictions as the Committee in its sole and
         absolute discretion shall deem advisable including, but not limited to:

                  a. Offering Options in tandem with or reduced by other
                  Options, SARs or other employee benefits and reducing one
                  Award by the exercise of another option, SAR or benefit; or

                  b. Providing for the issuance to the Participant upon exercise
                  of an Option and payment of the exercise price thereof with
                  previously owned Shares, of an additional Award for the number
                  of shares so delivered, having such other terms and conditions
                  not inconsistent with this Plan as the Committee shall
                  determine.


                                      -6-

<PAGE>


         9. Duration of Award. Each Award shall be for a term of up to ten years
         from the Effective Date of Grant as determined in the sole discretion
         of the Committee.

B. The Company may place such legends on stock certificates representing the
Shares as the Company, in its sole discretion, deems necessary or appropriate to
reflect restrictions under this Plan, the Agreement, the Code, the securities
laws or otherwise.

C. Notwithstanding any provision herein to the contrary, employment shall be at
the pleasure of the board of directors, of its designees, of the Company, a
parent or Subsidiary, as the case may be, at such compensation as the
appropriate board or designee shall determine. Nothing contained in this Plan or
in any Award granted pursuant to it shall confer upon any Participant any right
to continue in the employ of the Company, Parent or Subsidiary, as the case may
be, or to interfere in any way with the right of the Company, Parent or
Subsidiary to terminate employment at any time. So long as the Participant shall
continue to be an Employee or Consultant, the Award shall not be affected by any
change of the Participant's duties or position except to the extent the
Agreement with the Participant provides otherwise.

D. Any person entitled to exercise an Option or an SAR may do so in whole or in
part by delivering to the Company at its principal office, attention Corporate
Secretary, a written notice of exercise. The written notice shall specify the
number of shares for which an Option or SAR is being exercised.

         1. With respect to an Option, the notice shall be accompanied by full
         payment of the Option Price for the Shares being purchased.

         2. During the Participant's lifetime, an Option or SAR may be exercised
         only by the Participant, or on the Participant's behalf by the
         Participant's legal guardian.

E. Notwithstanding any provision herein to the contrary, in the event of a
Change of Control, all Options shall vest according to the terms and conditions
of this Section 6.5.

         1. Vesting. Any Option held by any employee of the Company (the
         "Optionee") shall vest at the earlier of a) the date or dates for
         vesting of shares provided in the Option Agreement or Agreements to
         which the Optionee is a signatory and b) the date of termination of the
         Optionee's employment with the Company or any successor thereto,
         provided that the 


                                      -7-

<PAGE>


         Optionee receives notice of termination during the period commencing on
         the Effective Date and ending on the fourth anniversary of such date,
         and that either the Optionee's employment is terminated by the Company
         other than for Cause, Disability, death, or Retirement, or the Optionee
         terminates employment for Good Reason.

         2. Change of Control. For purposes of this section 6.5, a "Change of
         Control" shall mean:

                  a. The acquisition by any individual, entity or group (within
                  the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 20% or more of
                  either (1) the then outstanding shares of common stock of the
                  Company (the "Outstanding Company Common Stock") or (2) the
                  combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities"); provided, however, that for purposes of this
                  subsection (i), the following acquisitions shall not
                  constitute a Change of Control: (1) any acquisition directly
                  from the Company, (2) any acquisition by the Company, (3) any
                  acquisition by any employee benefit plan (or related trust)
                  sponsored or maintained by the Company or any corporation
                  controlled by the Company or (4) any acquisition by any
                  corporation pursuant to a transaction which complies with
                  clauses (1), (2) and (3) of subsection (iii) of this Section
                  c; or

                  b. Individuals who, as of the date hereof, constitute the
                  Board (the "Incumbent Board") cease for any reason to
                  constitute at least a majority of the Board; provided,
                  however, that any individual becoming a director subsequent to
                  the date hereof whose election, or nomination for election by
                  the Company's shareholders, was approved by a vote of at least
                  a majority of the directors then comprising the Incumbent
                  Board shall be considered as though such individual were a
                  member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board; or


                                      -8-


<PAGE>


                  c. Consummation of a reorganization, merger or consolidation
                  or sale or other disposition of all or substantially all of
                  the assets of the Company (a "Business Combination"), in each
                  case, unless, following such Business Combination, (1) all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Outstanding Company
                  Common Stock and Outstanding Company Voting Securities
                  immediately prior to such Business Combination beneficially
                  own, directly or indirectly, more than 50% of, respectively,
                  the then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Business Combination (including, without limitation, a
                  corporation which as a result of such transaction owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be, (2) no Person
                  (excluding any corporation resulting from such Business
                  Combination or any employee benefit plan (or related trust) of
                  the Company or such corporation resulting from such Business
                  Combination) beneficially owns, directly or indirectly, 20% or
                  more of, respectively, the then outstanding shares of common
                  stock of the corporation resulting from such Business
                  Combination or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Business
                  Combination and (3) at least a majority of the members of the
                  board of directors of the corporation resulting from such
                  Business Combination were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board, providing for such Business Combination;
                  or

                  d. Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

         3. Effective Date. For purposes of this section 6.5, the "Effective
         Date" shall mean the date on which a Change of Control occurs.


                                      -9-


<PAGE>


         4. Disability. For purposes of this section 6.5, "Disability" shall
         mean the absence of the Optionee from the Optionee's duties with the
         Company on a full-time basis for 180 consecutive business days as a
         result of incapacity due to mental or physical illness which is
         determined to be total and permanent by a physician selected by the
         Company or its insurers and acceptable to the Optionee or the
         Optionee's legal representative.

         5. Retirement. For purposes of this section 6.5, "Retirement" shall
         mean the termination of employment by the Optionee due to his voluntary
         normal or early retirement under a pension plan sponsored by his
         Employer or its affiliates, as defined in such plan.

         6. Good Reason. For purposes of this section 6.5, "Good Reason" shall
         have the meaning ascribed to it in the Company's Director Severance
         Policy.

VII.  INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS

A. The Committee in its sole discretion may designate whether an Award to an
Employee is to be considered an Incentive Stock Option or a Nonqualified Stock
Option. An Award to a Consultant may be only a Nonqualified Stock Option. The
Committee may grant both an Incentive Stock Option and a Nonqualified Stock
Option to the same Employee. However, where both an Incentive Stock Option and a
Nonqualified Stock Option are awarded at one time, such Awards shall be deemed
to have been awarded in separate grants, shall be clearly identified, and in no
event will the exercise of one such Award affect the right to exercise the other
such Award except to the extent the Agreement with the Participant provides
otherwise.

B. Any Award to an Employee designated by the Committee as an Incentive Stock
Option will be subject to the general provisions applicable to all Awards
granted under this Plan. In addition, the aggregate Fair Market Value of Shares
(determined at the Effective Date of Grant) with respect to which Incentive
Stock Options granted under all Incentive Stock Option Plans of the Company, a
Parent or Subsidiary, are exercisable by the Employee for the first time during
any calendar year shall not exceed $100,000.

C. The Option Price shall be established by the Committee in its sole
discretion. With respect to an Incentive Stock Option, the Option Price shall
not be less than 100% of the Fair Market Value of a Share on the Effective Date
of Grant. With respect to a Nonqualified Stock Option, the Option Price shall
not be less 


                                      -10-


<PAGE>


than 50% of the Fair Market Value of a Share on the Effective Date of Grant.

D. Any Award to an Employee will be considered to be a Nonqualified Stock Option
to the extent that any or all of the grant is in conflict with Section 7.2 or
with any requirement for Incentive Stock Options pursuant to Code ss. 422A and
the regulations issued thereunder.

E.  An Option may be terminated as follows:

         1. During the period of continuous employment with the Company, Parent
         or Subsidiary, an Option will be terminated only if it has been fully
         exercised or it has expired by its terms.

         2. Upon termination of employment, the Option will terminate upon the
         earliest of (i) the full exercise of the Option, (ii) the expiration of
         the Option by its terms, and (iii) not more than three months following
         the date of employment termination; provided, however, should
         termination of employment (A) result from the death or Permanent and
         Total Disability of the Participant, such period shall be one year or
         (B) be for Cause, the Option will terminate on the date of employment
         termination. For purposes of this Plan, a leave of absence approved by
         the Company shall not be deemed to be termination of employment except
         with respect to an Incentive Stock Option as required to comply with
         Code ss. 422A and the regulations issued thereunder.

         3. Subject to the terms of the Agreement with the Participant, if a
         Participant shall die or becomes subject to a Permanent and Total
         Disability prior to the termination of employment with the Company,
         Parent or Subsidiary and prior to the termination of an Option, such
         Option may be exercised to the extent that the Participant shall have
         been entitled to exercise it at the time of death or disability, as the
         case may be, by the Participant, the estate of the Participant or the
         person or persons to whom the Option may have been transferred by will
         or by the laws of descent and distribution.

F. Except as otherwise expressly provided in the Agreement with the Participant,
in no event will the continuation of the term of an Option beyond the date of
termination of employment allow the Participant, or his beneficiaries or heirs,
to accrue additional rights under this Plan, or to purchase more Shares through
the exercise of an Option than could have been purchased on the day that
employment was terminated.


                                      -11-


<PAGE>


G. A Participant shall have no rights as a stockholder with respect to any
Shares subject to an Option until the date of the issuance of a stock
certificate to him for such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 6.1(f).

H. The continuous employment of a Consultant will be deemed terminated for
purposes of this Plan upon receipt of written notice from the Company to the
effect that the Company will no longer transact business with the Consultant.

VIII.  STOCK APPRECIATION RIGHTS

A.  The Committee, in its sole discretion, may grant to a Participant an SAR.

B. The SAR Price shall be established by the Committee in its sole discretion.
The SAR Price shall not be less than 100% of Fair Market Value of a Share on the
Effective Date of Grant for an SAR issued in tandem with an Incentive Stock
Option and for other SARs, shall not be less than 50% of Fair Market Value of a
Share on the Effective Date of Grant.

C. Upon exercise of an SAR, the Participant shall be entitled, subject to the
terms and conditions of this Plan and the Agreement, to receive the excess of
each Share being exercised under the SAR (i) the Fair Market Value of a Share on
the date of exercise over (ii) the SAR Price for such Share.

D. At the sole discretion of the Committee, the payment of such excess shall be
made in (i) cash, (ii) Shares, or (iii) a combination of cash and Shares. Shares
used for this payment shall be valued at their Fair Market Value on the date of
exercise of the applicable SAR.

E. An Award of an SAR shall be considered an Award for purposes of the number of
Shares subject to an Award pursuant to Section 5.1, unless the Agreement making
the Award of the SAR provides that the exercise of an SAR results in the
termination of an unexercised Option for the same number of Shares.

F.  An SAR may be terminated as follows:

         1. During the period of continuous employment with the Company, Parent
         or Subsidiary, an SAR will be terminated 


                                      -12-

<PAGE>


         only if it has been fully exercised or it has expired by its terms.

         2. Upon termination of employment, the SAR will terminate upon the
         earliest of (i) the full exercise of the SAR, (ii) the expiration of
         the SAR by its terms, and (iii) not more than three months following
         the date of employment termination; provided, however, should
         termination of employment (I) result from the death or Permanent and
         Total Disability of the Participant, such three month period shall be
         one year or (II) be for Cause, the SAR will terminate on the date of
         employment termination. For purposes of this Plan, a leave of absence
         approved by the Company shall not be deemed to be termination of
         employment unless otherwise provided in the Agreement or by the Company
         on the date of the leave of absence.

         3. Subject to the terms of the Agreement with the Participant if a
         Participant shall die or becomes subject to a Permanent and Total
         Disability prior to the termination of employment with the Company,
         Parent or Subsidiary and prior to the termination of an SAR, such SAR
         may be exercised to the extent that the Participant shall have been
         entitled to exercise it at the time of death or disability, as the case
         may be, by the Participant, the estate of the Participant or the person
         or persons to whom the SAR may have been transferred by will or by the
         laws of descent and distribution.

         4. Except as otherwise expressly provided in the Agreement with the
         Participant, in no event will the continuation of the term of an SAR
         beyond the date of termination of employment allow the Employee, or his
         beneficiaries or heirs, to accrue additional rights under this Plan,
         have additional SARs available for exercise or to receive a higher
         benefit than the benefit payable as if the SAR was exercised on the
         date of employment termination.

G. If an SAR which was considered an Award for purposes of Section 8.5 is
terminated or unexercised for any reason, the number of Shares of such SAR that
were unexercised shall be again available for Award under this Plan.

H. The Participant shall have no rights as a stockholder with respect to an SAR.
In addition, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or rights except as provided in Section 6.1(f).


                                      -13-


<PAGE>


IX.  RESTRICTED STOCK

A. The Committee may award to a Participant Restricted Stock under such terms or
conditions as the Committee, in its sole discretion, shall determine and as
otherwise provided herein.

B.  Restricted Stock shall be Shares which are subject to a Restriction Period.

C. Should the Participant terminate employment for any reason, all Restricted
Stock which is still subject to the Restriction Period shall be forfeited and
returned to the Company for no payment.

D. Upon such forfeiture, Shares representing such forfeited restricted Stock
shall become available for Award under the Plan.

E. The Committee may require under such terms and conditions as it deems
appropriate or desirable that the certificates for Restricted Stock awarded
under this Plan may be held by the Company or its designee until the Restriction
Period expires. In addition, the Committee may place upon such certificate such
legend as the Committee deems necessary or appropriate and may require as a
condition of any receipt of Restricted Stock that the Participant shall deliver
a stock power endorsed in blank relating to the Restricted Stock.

X.  AMENDMENT OR DISCONTINUANCE OF PLAN

A. The Board may at any time amend, suspend, or discontinue this Plan; provided,
however, that without further approval of the shareholders of the Company no
amendments by the Board shall:

                  1. Change the class of Employees eligible to participate; or

                  2. Except as provided in Section 5, increase the number of
                  Shares which may be subject to Options granted under this
                  Plan.

B. No amendment to this Plan shall alter or impair any Award granted under this
Plan without the consent of the holders thereof.

XI.  INDEMNIFICATION OF COMMITTEE

In addition to such other rights of indemnification as they may have as
Directors or as members of 


                                      -14-


<PAGE>


the Committee, the members of the Committee shall be indemnified by the Company
against the reasonable expenses, including attorneys' fees, actually incurred in
connection with the defense of any pending, threatened or possible action, suit
or proceeding, or in connection with any pending, threatened or possible appeal
therein, to which they or any of them may be a party by reason of any actual or
alleged action taken or failure to act under or in connection with this Plan or
any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Company) or paid
by them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee member is liable for gross negligence or
willful misconduct in the performance of his duties; provided that within sixty
days after institution of any such action, suit or proceeding a Committee member
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.

XII.  NO OBLIGATION TO EXERCISE OPTION OR SAR

The granting of an Option or SAR shall impose no obligation upon the Participant
to exercise such Option.

XIII.  EFFECTIVE DATE; DURATION OF PLAN

A.  This Plan shall become effective as of July 20, 1994.

B.  No Award may be made after the tenth anniversary of the effective date of
this Plan.

XIV.  EFFECT OF PLAN

The making of an Award under this Plan shall not give the Participant any right
to similar grants in future years or any right to be retained in the employ of
the Company, the Parent or a Subsidiary, but a Participant shall remain subject
to discharge to the same extent as if this Plan were not in effect.




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