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                                                                    EXHIBIT 10.1


                         ENDOCARE, INC. 1995 STOCK PLAN


1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to:

   (a) Attract and retain the best available personnel for positions of
substantial responsibility,

   (b) Provide additional incentives to Employees and Consultants, and

   (c) Promote the success of the Company's business.

Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Committee at the time of grant. Stock
Purchase Rights may also be granted under the Plan.

2. DEFINITIONS. As used herein, the following definitions shall apply:

   (a) "APPLICABLE LAWS" means the legal requirements relating to the
administration of stock option plans under federal and state corporate and
securities laws and the Code.

   (b) "BOARD" means the Board of Directors of the Company.

   (c) "CODE" means the Internal Revenue Code of 1986, as amended.

   (d) "COMMITTEE" means a committee appointed by the Board in accordance with
Section 4 of this Plan.

   (e) "COMMON STOCK" means the Common Stock of the Company.

   (f) "COMPANY" means ENDOcare, Inc., a Delaware corporation.

   (g) "CONSULTANT" means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services and who is compensated for
such services. The term "Consultant" shall not include Directors who are paid
only a director's fee by the Company or who are not compensated by the Company
for their services as Directors.

   (h) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that the
employment or consulting relationship with the Company, any Parent, or
Subsidiary, is not interrupted or terminated. Continuous Status as an Employee
or Consultant shall not be considered interrupted in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent,

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any Subsidiary, or any successor. A leave of absence approved by the Company
shall include sick leave, military leave, or any other personal leave approved
by an authorized representative of the Company. If reemployment upon expiration
of a leave of absence approved by the Company is not guaranteed by statute or
contract, on the ninety-first (91st) day of such leave any Incentive Stock
Option held by the Participant shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.

   (i) "DIRECTOR" means a member of the Board.

   (j) "DISABILITY" means total and permanent disability as defined in Code
Section 22(e)(3).

   (k) "EMPLOYEE" means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

   (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

   (m) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:

       (i)   If the Common Stock is admitted to trading or listed on a national
   securities exchange, Fair Market Value shall be the last reported sale price
   regular way, or if no such reported sale takes place on that day, the average
   of the last reported bid and ask prices regular way, in either case on the
   principal national securities exchange on which the Common Stock is admitted
   to trading or listed.

       (ii)  If not admitted to trading or listed on any national securities
   exchange, Fair Market Value shall be the last sale price on that day of the
   Common Stock reported on the Nasdaq National Market or the Nasdaq SmallCap
   Market ("Nasdaq Stock Market") or, if no such reported sale takes place on
   that day, the average of the closing bid and ask prices on that day.

       (iii) If not included on the Nasdaq Stock Market, Fair Market Value shall
   be the average of the closing bid and ask prices of the Common Stock on that
   day reported by the Nasdaq electronic bulletin board, or any comparable
   system on that day.

       (iv)  If the Common Stock is not included on the Nasdaq electronic
   bulletin board or any comparable system, Fair Market Value shall be the
   closing bid and ask prices on that day as furnished by any member of the

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   National Association of Securities Dealers, Inc. selected from time to time
   by the Company for that purpose.

   (n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

   (o) "NONSTATUTORY STOCK OPTION" means an Option that is not intended to
qualify as an Incentive Stock Option.

   (p) "NOTICE OF GRANT" means a written notice evidencing certain terms and
conditions of an individual Option or Stock Purchase Right grant. The Notice of
Grant is part of the Option Agreement or Restricted Stock Purchase Agreement
(whichever is applicable).

   (q) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

   (r) "OPTION" means a stock option granted pursuant to the Plan.

   (s) "OPTION AGREEMENT" means a written agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of this Plan.

   (t) "OPTIONED STOCK" means the Common Stock subject to an Option or Stock
Purchase Right.

   (u) "OPTIONEE" means an Employee or Consultant who holds an outstanding
Option or Stock Purchase Right.

   (v) "PARENT" means a "parent corporation," whether now or hereafter existing,
as defined in Section 424(e) of the Code.

   (w) "PLAN" means this ENDOcare, Inc. 1995 Stock Plan.

   (x) "RESTRICTED STOCK" means shares of Common Stock acquired pursuant to a
grant of Stock Purchase Rights under Section 11 of this Plan.

   (y) "RESTRICTED STOCK PURCHASE AGREEMENT" means a written agreement between
the Company and the Optionee evidencing the terms and restrictions applying to
Common Stock purchased under a Stock Purchase Right. The Restricted Stock
Purchase Agreement is subject to the terms and conditions of this Plan.

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   (z) "RULE 16B-3" means Rule 16b-3 under the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.

   (aa) "SECTION 16(B)" means Section 16(b) of the Exchange Act.

   (ab) "SHARE" means a share of the Common Stock.

   (ac) "STOCK PURCHASE RIGHT" means the right to purchase Common Stock pursuant
to Section 11 of this Plan, as evidenced by a Restricted Stock Purchase
Agreement.

   (ad) "SUBSIDIARY" means a "subsidiary corporation", whether now or hereafter
existing, as defined in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN.

   (a) Subject to the provisions of Section 13 of this Plan, the maximum
aggregate number that may be issued under the Plan is two million (2,000,000)
Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

   (b) If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated).

4. ADMINISTRATION OF THE PLAN.

   (a) PROCEDURE.

       (i)  MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule 16b-3, the Plan
   may be administered by different bodies with respect to (A) Directors,
   Officers who are not Directors, and as to (B) Employees who are neither
   Directors nor Officers.

       (ii) ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS SUBJECT TO
   SECTION 16(B). With respect to Option or Stock Purchase Right grants made to
   Employees who are also Officers or Directors subject to Section 16(b) of the
   Exchange Act, the Plan shall be administered by (A) the Board, if the Board
   may administer the Plan under Rule 16b-3 or (B) a committee designated by the
   Board to administer the Plan, which committee shall be constituted to comply
   with the rules under Rule 16b-3. Once appointed, such Committee shall
   continue to serve in its designated capacity until otherwise directed by the
   Board. The Board may increase the size of the 

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   Committee and appoint additional members, remove members (with or without
   cause) and substitute new members, fill vacancies (however caused), and
   remove all members of the Committee and thereafter directly administer the
   Plan. Additionally, to the extent possible and advisable, the Committee shall
   be composed of "outside directors" as that term is used in Section 162(m) of
   the Code.

       (iii) ADMINISTRATION WITH RESPECT TO OTHER PERSONS. With respect to
   Option or Stock Purchase Right grants made to Employees or Consultants who
   are neither Directors nor Officers of the Company, the Plan shall be
   administered by (A) the Board or (B) a committee designated by the Board,
   which committee shall be constituted to satisfy Applicable Laws. Once
   appointed, such Committee shall serve in its designated capacity until
   otherwise directed by the Board. The Board may increase the size of the
   Committee and appoint additional members, remove members (with or without
   cause) and substitute new members, fill vacancies (however caused), and
   remove all members of the Committee and thereafter directly administer the
   Plan, all to the extent permitted by Applicable Laws.

   (b) POWERS OF THE COMMITTEE. Subject to the provisions of this Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Committee shall have the authority, in its discretion to:

       (i)   Determine the Fair Market Value of the Common Stock in accordance
   with Section 2(m) of this Plan;

       (ii)  Select the Consultants and Employees to whom Options and Stock
   Purchase Rights may be granted hereunder;

       (iii) Determine whether and to what extent Options and Stock Purchase
   Rights or any combination thereof, are granted hereunder;

       (iv)  Determine the number of shares of Common Stock to be covered by 
   each Option and Stock Purchase Right granted hereunder;

       (v)   Approve forms of agreement for use under the Plan;

       (vi) Determine the terms and conditions, not inconsistent with the terms
   of the Plan, of any award granted hereunder. Such terms and conditions
   include, but are not limited to, the exercise price, the time or times when
   Options or Stock Purchase Rights may be exercised (which may be based on
   performance criteria), any vesting acceleration or waiver of forfeiture
   restrictions, and any restriction or limitation regarding any Option or Stock

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   Purchase Right or the shares of Common Stock relating thereto, based in each
   case on such factors as the Committee, in its sole discretion, shall
   determine;

       (vii)  Construe and interpret the terms of the Plan and awards granted
   pursuant to the Plan;

       (viii) Prescribe, amend and rescind rules and procedures relating to the
   Plan;

       (ix)   Modify or amend each Option or Stock Purchase Right (subject to
   the limits of Section 16 of this Plan), including the discretionary authority
   to extend the post-termination exercisability period of Options longer than
   is otherwise provided for in the Plan;

       (x)    Authorize any person to execute on behalf of the Company the
   Notice of Grant;

       (xi)   Determine the terms and restrictions applicable to Options and
   Stock Purchase Rights and any Restricted Stock; and

       (xii)  Take all other actions deemed necessary or advisable for
   administering the Plan.

   (c) EFFECT OF COMMITTEE'S DECISION. The Committee's decisions, determinations
and interpretations shall be final and binding on all Optionees and any other
holders of Options or Stock Purchase Rights.

   5. ELIGIBILITY. Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Employees and Consultants. Incentive Stock Options may be granted
only to Employees. If otherwise eligible, an Employee or Consultant who has been
granted an Option or Stock Purchase Right may be granted additional Options or
Stock Purchase Rights.

   6. LIMITATIONS.

       (a) Each Option shall be designated in the written option agreement as
   either an Incentive Stock Option or a Nonstatutory Stock Option. However,
   notwithstanding such designation, to the extent that the aggregate Fair
   Market Value of the Shares with respect to which Incentive Stock Options are
   exercisable for the first time by the Optionee during any calendar year
   (under all plans of the Company and any Parent or Subsidiary) exceeds one
   hundred thousand dollars ($100,000), such Options shall be treated as
   Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive
   Stock Options shall be taken into account in the order in which they were
   granted, and the Fair Market Value of the Shares shall be determined as of
   the time the Option with respect to such Shares is granted. 

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       (b) Neither the Plan nor any Option or Stock Purchase Right shall confer
   upon an Optionee any right with respect to continuing the Optionee's
   employment or consulting relationship with the Company, nor shall they
   interfere in any way with the Optionee's right or the Company's right to
   terminate such employment or consulting relationship at any time, with or
   without cause.

       (c) The following limitations shall apply to grants of Options and Stock
   Purchase Rights to Participants:

           (i)   No Participant shall be granted in any fiscal year of the
       Company (commencing in fiscal year 1996) Options and Stock Purchase
       Rights to purchase more than one hundred thousand (100,000) Shares.

           (ii)  In connection with his or her initial employment by the Company
       or a Parent or Subsidiary, a Participant may be granted Options and Stock
       Purchase Rights to purchase up to an additional one hundred thousand
       (100,000) Shares which shall not count against the limit set forth in
       Subsection (i) immediately above.

           (iii) The foregoing limitations shall be adjusted proportionately in
       connection with any change in the Company's capitalization as described
       in Section 13 of this Plan.

       (d) In the event that the date of grant of an Option is not a trading
   day, the exercise price per Share shall be the Fair Market Value on the next
   trading day immediately following the date of grant of the Option.

   7. TERM OF PLAN. The Plan became effective on October 31, 1995. It shall
continue in effect for a term of ten (10) years (October 30, 2005) unless
terminated earlier under Section 16 of this Plan. If the number of shares that
can be issued under the Plan and/or the class of individuals eligible to receive
Incentive Stock Options is changed, stockholder approval must again be obtained.

   8. TERM OF OPTION. The term of each Option shall be stated in the Notice of
Grant. However, in the case of an Incentive Stock Option, the term shall be ten
(10) years from the date of grant or such shorter term as may be provided in the
Notice of Grant. Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary (determined using the
constructive ownership rules of Section 424(d) of the Code), the term of the
Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Notice of Grant.


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   9. OPTION EXERCISE PRICE AND CONSIDERATION.

       (a) EXERCISE PRICE. The per Share exercise price for the Shares to be
   issued pursuant to exercise of an Option shall be determined by the
   Committee, subject to the following limits:

           (i)   In the case of an Incentive Stock Option granted to any
       Employee other than an Employee described in Paragraph 9(a)(iii) below,
       the per Share exercise price shall be no less than one hundred percent
       (100%) of the Fair Market Value per Share on the date of grant.

           (ii)  In the case of a Nonstatutory Stock Option granted to an
       Optionee other than as described in Paragraph 9(a)(iii) below, the per
       Share exercise price shall be determined by the Committee, but in any
       event shall not be less than eighty-five percent (85%) of the Fair Market
       Value per Share on the date of grant.

           (iii) In the case of either an Incentive Stock Option or a Non
       Statutory Option, granted to any Optionee who, at the time the Option is
       granted, owns stock possessing more than ten percent (10%) of the total
       combined voting power of all classes of stock of the Company or any
       Parent or Subsidiary, the per Share exercise price shall be no less than
       one hundred ten percent (110%) of the Fair Market Value per Share on the
       date of grant.

       (b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is granted,
   the Committee shall fix the period within which the Option may be exercised
   and shall determine any conditions which must be satisfied before the Option
   may be exercised. In so doing, the Committee may specify that an Option may
   not be exercised until the completion of a service period. Notwithstanding
   anything herein to the contrary, all Options shall vest with respect to at
   least 20% of the total number of Shares subject to the Option per year over a
   period of not longer than five years from the date the Option is granted.

       (c) FORM OF CONSIDERATION. The Committee shall determine the acceptable
   form of consideration for exercising an Option, including the method of
   payment. In the case of an Incentive Stock Option, the Committee shall
   determine the acceptable form of consideration at the time of grant. Such
   consideration may consist of:

           (i)   Cash;

           (ii)  Check;

           (iii) Promissory note;


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           (iv)   Other Shares which (A) have been owned by the Optionee for
       more than six months on the date of surrender and (B) have a Fair Market
       Value on the date of surrender equal to the aggregate exercise price of
       the Shares as to which said Option shall be exercised;

           (v)    Delivery of a properly executed exercise notice together with
       such other documentation as the Committee and the broker, if applicable,
       shall require to effect an exercise of the Option and delivery to the
       Company of the sale or loan proceeds required to pay the exercise price;

           (vi)   A reduction in the amount of any Company liability to the
       Optionee, including any liability attributable to the Optionee's
       participation in any Company-sponsored deferred compensation program or
       arrangement;

           (vii)  Any combination of the foregoing methods of payment; or

           (viii) Such other consideration and method of payment for the
       issuance of Shares selected by the Board of Directors that is permissible
       under Applicable Law.

   10. EXERCISE OF OPTION.

       (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted
   hereunder shall be exercisable according to the terms of the Plan and at such
   times and under such conditions as determined by the Committee and set forth
   in the Option Agreement.

       (b) An Option may not be exercised for a fraction of a Share.

       (c) An Option shall be deemed exercised when the Company receives (i)
   written notice of exercise (in accordance with the Option Agreement) from the
   person entitled to exercise the Option, and (ii) full payment for the Shares
   with respect to which the Option is exercised. Full payment may consist of
   any consideration and method of payment authorized by the Committee and
   permitted by the Option Agreement and the Plan. Shares issued upon exercise
   of an Option shall be issued in the name of the Optionee or, if requested by
   the Optionee, in the name of the Optionee and his or her spouse. Until the
   stock certificate evidencing such Shares is issued (as evidenced by the
   appropriate entry on the books of the Company or of a duly authorized
   transfer agent of the Company), no right to vote or receive dividends or any
   other rights as a stockholder shall exist with respect to the Optioned Stock,
   notwithstanding the exercise of the Option. The Company shall issue (or cause
   to be issued) such stock certificate promptly after the Option is exercised.
   No adjustment will be made for a dividend or other right for which the record
   date is prior to the date the stock certificate is issued. 

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       (d) Exercising an Option in any manner shall decrease the number of
   Shares thereafter available, both for purposes of the Plan and for sale under
   the Option, by the number of Shares as to which the Option is exercised.

       (e) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. Upon
   termination of an Optionee's Continuous Status as an Employee or Consultant,
   other than upon the Optionee's death or Disability, the Optionee may exercise
   his or her Option, but only within such period of time as is specified in the
   Notice of Grant, and only to the extent that the Optionee was entitled to
   exercise it at the date of termination (but in no event later than the
   expiration of the term of such Option as set forth in the Notice of Grant).
   In the absence of a specified time in the Notice of Grant, the Option shall
   remain exercisable for three (3) months following the Optionee's termination.
   In the case of an Incentive Stock Option, such period of time for exercise
   shall not exceed three (3) months from the date of termination. If, on the
   date of termination, the Optionee is not entitled to exercise the Optionee's
   entire Option, the Shares covered by the unexercisable portion of the Option
   shall revert to the Plan. If, after termination, the Optionee does not
   exercise all of his or her Option within the time specified in the Option,
   the Option shall terminate, and the remaining Shares covered by such Option
   shall revert to the Plan.

       (f) Notwithstanding the above, in the event of an Optionee's change in
   status from Consultant to Employee or Employee to Consultant, an Optionee's
   Continuous Status as an Employee or Consultant shall not automatically
   terminate solely as a result of such change in status. However, in such
   event, an Incentive Stock Option held by the Optionee shall cease to be
   treated as an Incentive Stock Option and shall be treated for tax purposes as
   a Nonstatutory Stock Option on the ninety-first (91st) day following such
   change of status.

       (g) DISABILITY OF OPTIONEE. In the event that an Optionee's Continuous
   Status as an Employee or Consultant terminates as a result of the Optionee's
   Disability, the Optionee may exercise his or her Option at any time within
   twelve (12) months from the date of such termination, but only to the extent
   that the Optionee was entitled to exercise it at the date of such termination
   (but in no event later than the expiration of the term of such Option as set
   forth in the Notice of Grant). If, at the date of termination, the Optionee
   is not entitled to exercise his or her entire Option, the Shares covered by
   the unexercisable portion of the Option shall revert to the Plan. If, after
   termination, the Optionee does not exercise the full amount of his or her
   Option within the time specified in the Option, the Option shall terminate,
   and the Shares covered by such Option shall revert to the Plan.

       (h) DEATH OF OPTIONEE. In the event of the death of an Optionee, the
   Option may be exercised at any time within twelve (12) months following the
   date of death (but in no event later than the expiration of the term of such
   Option as set forth in the Notice of Grant), by the Optionee's estate or by a
   person who acquired the right


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   to exercise the Option by bequest or inheritance, but only to the extent
   that the Optionee was entitled to exercise the Option at the date of death.
   If, at the time of death, the Optionee was not entitled to exercise his or
   her entire Option, the Shares covered by the unexercisable portion of the
   Option shall immediately revert to the Plan. If, after death, the Optionee's
   estate or a person who acquired the right to exercise the Option by bequest
   or inheritance does not exercise the full amount of the Option within the
   time specified in the Option, the Option shall terminate, and the remaining
   Shares covered by such Option shall revert to the Plan.

   11. STOCK PURCHASE RIGHTS.

       (a) RIGHTS TO PURCHASE. Stock Purchase Rights may be issued either alone,
   in addition to, or in tandem with other awards granted under the Plan and/or
   cash awards made outside of the Plan. After the Committee determines that it
   will offer a Stock Purchase Right under the Plan, it shall advise the
   Optionee in writing, by means of a Notice of Grant, of the terms, conditions
   and restrictions related to the offer, including the number of Shares that
   the Optionee shall be entitled to purchase, the price to be paid, and the
   time within which the Optionee must accept such offer. The offer shall be
   accepted by execution of a Restricted Stock Purchase Agreement in the form
   determined by the Committee.

       (b) REPURCHASE OPTION. Unless the Committee determines otherwise, the
   Restricted Stock Purchase Agreement shall grant the Company a repurchase
   option exercisable upon the voluntary or involuntary termination of the
   Optionee's employment with the Company for any reason (including death or
   Disability). The purchase price for Shares repurchased pursuant to the
   Restricted Stock Purchase Agreement shall be the original price paid by the
   Optionee and may be paid by cancellation of any indebtedness of the Optionee
   to the Company. The repurchase option shall lapse at the rate set forth in
   the Restricted Stock Purchase Agreement.

       (c) OTHER PROVISIONS. The Restricted Stock Purchase Agreement shall
   contain such other terms, provisions and conditions not inconsistent with the
   Plan as may be determined by the Committee in its sole discretion. In
   addition, the provisions of Restricted Stock Purchase Agreements need not be
   the same with respect to each Optionee.

       (d) RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right is exercised,
   the Optionee shall have the rights equivalent to those of a stockholder, and
   shall be a stockholder when his or her purchase is entered upon the records
   of the duly authorized transfer agent of the Company. No adjustment will be
   made for a dividend or other right for which the record date is prior to the
   date the Stock Purchase Right is exercised.


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   12. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. An Option or
Stock Purchase Right may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised during the lifetime of the Optionee
only by the Optionee.

   13. ADJUSTMENTS

       (a) In the event of any change in the capitalization of the Company
   affecting its Common Stock (e.g., a stock split, reverse stock split, stock
   dividend, recapitalization, combination, or reclassification), there shall be
   an adjustment to:

           (i)   The number and/or kind of Shares covered by each outstanding
       Option or Stock Purchase Right;

           (ii)  The aggregate number and/or kind of Shares may be granted under
       this Plan; and

           (iii) The exercise price per Share in respect of each outstanding
       Option or Stock Purchase Right.

       (b) The Committee may also make such adjustments in the event of a
   spin-off or other distribution of Company assets to stockholders (other than
   normal cash dividends).

   14. EXTRAORDINARY EVENTS

       (a) The Plan as well as each outstanding Option and Stock Purchase Right
   shall terminate upon the occurrence of any of the following events
   ("Extraordinary Events"):

           (i)   The dissolution, liquidation, or sale of all (or substantially
       all) of the assets of the Company;

           (ii)  Any reorganization, merger, or consolidation in which the
       Company does not survive;

           (iii) The acquisition by any person or group (as defined in Section
       13d of the Exchange Act) of beneficial ownership of more than fifty
       percent (50%) of the Company Stock; or

           (iv)  Any reorganization, merger, or consolidation in which the
       Company does survive but the Shares outstanding immediately preceding the
       transaction are converted by virtue of the transaction into other
       property, whether in the form of securities, cash, or otherwise. 


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       However, in no case will an Extraordinary Event be deemed to have
       occurred as a result of a sale of stock to the Company or to a holding
       company established by the Company.

       (b) If an Extraordinary Event occurs, all Options shall become fully
   exercisable and all limitations upon Restricted Stock shall terminate. Each
   Participant shall have the right to exercise any unexpired Option(s) and/or
   Stock Purchase Right prior to the Extraordinary Event, however, the
   effectiveness of any such exercise shall be:

           (i) Conditioned upon:

               (A) The Extraordinary Event actually occurring; and
     
               (B) The Committee's receipt of the notice of exercise within the 
       time period established by the Committee; and

           (ii) Delayed until immediately prior to the Extraordinary Event.

   15. DATE OF GRANT. The date of grant of an Option or Stock Purchase Right
shall be, for all purposes, the date on which the Committee makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Committee. The Notice of Grant shall be provided to
each Optionee within a reasonable time after the date of such grant.

   16. AMENDMENT AND TERMINATION.

       (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
   suspend or terminate the Plan.

       (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
   suspension or termination of the Plan, Option, or Stock Purchase Right shall
   impair the rights of any Optionee, unless mutually agreed otherwise between
   the Optionee and the Committee.

   17. CONDITIONS UPON ISSUANCE OF SHARES.

       (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise
   of an Option or Stock Purchase Right unless the exercise of such Option or
   Stock Purchase Right and the issuance and delivery of such Shares shall
   comply with all relevant provisions of law, including, without limitation,
   the Securities Act of 1933, as amended, the Exchange Act as well as the rules
   and regulations promulgated thereunder, Applicable Laws, and the requirements
   of any stock exchange or quotation 

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   system upon which the Shares may then be listed or quoted, and shall be
   further subject to the approval of counsel for the Company with respect to
   such compliance.

       (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
   Option or Stock Purchase Right, the Company may require the person exercising
   such Option or Stock Purchase Right to represent and warrant at the time of
   any such exercise that the Shares are being purchased only for investment and
   without any present intention to sell or distribute such Shares if, in the
   opinion of counsel for the Company, such a representation is required.

   18.       LIABILITY OF COMPANY.

       (a) INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
   authority from any regulatory body having jurisdiction, which authority is
   deemed by the Company's counsel to be necessary to the lawful issuance and
   sale of any Shares hereunder, shall relieve the Company of any liability in
   respect of the failure to issue or sell such Shares as to which such
   requisite authority shall not have been obtained.

       (b) GRANTS EXCEEDING ALLOTTED SHARES. If the Optioned Stock covered by an
   Option or Stock Purchase Right exceeds, as of the date of grant, the number
   of Shares which may be issued under the Plan without additional stockholder
   approval, such Option or Stock Purchase Right shall be void with respect to
   such excess Optioned Stock, unless stockholder approval of an amendment
   sufficiently increasing the number of Shares subject to the Plan is timely
   obtained.

   19. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

   20. FINANCIAL STATEMENTS. Each Optionee shall receive financial statements of
the Company at least annually.


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