EXHIBIT 10.25

               1994 STOCK OPTION AND RESTRICTED STOCK PLAN
      	              FOR EXECUTIVE AND KEY EMPLOYEES
	                                  OF
	                     PETCO ANIMAL SUPPLIES, INC.
              (amended and restated as of March 18, 1998)


Petco Animal Supplies, Inc., a corporation organized under the laws of the 
State of Delaware, hereby adopts this Stock Option and Restricted Stock 
Plan for Executive and Key Employees of Petco Animal Supplies, Inc.  The 
purposes of this Plan are as follows:

(1)  To further the growth, development and financial success of the 
Company by providing additional incentives to certain of its executive and 
other key Employees who have been or will be given responsibility for the 
management or administration of the Company's business affairs, by 
assisting them to become owners of the Company's Common Stock and thus to 
benefit directly from its growth, development and financial success.

(2)  To enable the Company to obtain and retain the services of the type of 
professional, technical and managerial employees considered essential to 
the long-range success of the Company by providing and offering them an 
opportunity to become owners of the Company's Common Stock under restricted 
stock and options, including options that are intended to qualify as 
"incentive stock options" under Section 422 of the Code.

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Plan, they shall have the 
meaning specified below unless the context clearly indicates to the 
contrary.  The masculine pronoun shall include the feminine and neuter and 
the singular shall include the plural, where the context so indicates.

Section 1.1 - Additional Option

"Additional Option" shall mean an Option granted to an Optionee to purchase 
a number of shares of Common Stock equal to the number of shares of Common 
Stock tendered or relinquished by the Optionee in payment of the exercise 
price upon exercise of an Option and/or the number of shares of Common 
Stock tendered or relinquished in payment of the amount to be withheld 
under applicable federal, state and local income tax laws in connection 
with the exercise of an Option as described in Article XI.

Section 1.2 - Additional Option Feature

"Additional Option Feature" shall mean a feature of an Option that provides 
for the automatic grant of an Additional Option in accordance with the 
provisions described in Article XI.




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Section 1.3 - Board

"Board" shall mean the Board of Directors of the Company.

Section 1.4 - Code

"Code" shall mean the Internal Revenue Code of 1986, as amended.

Section 1.5 - Committee

"Committee" shall mean the Stock Option Committee of the Board, appointed 
as provided in Section 9.1.

Section 1.6 - Company

"Company" shall mean Petco Animal Supplies, Inc., a Delaware corporation.  
In addition, "Company" shall mean any corporation assuming, or issuing new 
employee stock options in substitution for, Incentive Stock Options, 
outstanding under the Plan, in a transaction to which Section 424(a) of the 
Code applies.

Section 1.7 - Consultant

"Consultant" means any person retained, hired or employed by the Company to 
provide advisory or other services to the Company, a Parent Corporation or 
a Subsidiary, either on a full-time or part-time basis, concurrently upon a 
Termination of Employment of such person.

Section 1.8 - Director

"Director" shall mean a member of the Board.

Section 1.9 - Employee

"Employee" shall mean any employee (as defined in accordance with the 
regulations and revenue rulings then applicable under Section 3401(c) of 
the Code) of the Company, or of any corporation which is then a Parent 
Corporation or a Subsidiary, whether such employee is so employed at the 
time this Plan is adopted or becomes so employed subsequent to the adoption 
of this Plan.

Section 1.10 - Exchange Act

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

Section 1.11 - Incentive Stock Option

"Incentive Stock Option" shall mean an Option which qualifies under Section 
422 of the Code and which is designated as an Incentive Stock Option by the 
Committee.




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Section 1.12 - Non-Qualified Option

"Non-Qualified Option" shall mean an Option which is not an Incentive Stock 
Option and which is designated as a Non-Qualified Option by the Committee.

Section 1.13 - Officer

"Officer" shall mean an officer of the Company, as defined in Rule 16a-1(f) 
under the Exchange Act, as such Rule may be amended in the future.

Section 1.14 - Option

"Option" shall mean an option to purchase Common Stock of the Company, 
granted under the Plan.  "Options" includes both Incentive Stock Options 
and Non-Qualified Options.

Section 1.15 - Optionee

"Optionee" shall mean an Employee or Consultant to whom an option is or was 
granted under the Plan.

Section 1.16 - Parent Corporation

"Parent Corporation" shall mean any corporation in an unbroken chain of 
corporations ending with the Company if each of the corporations other than 
the Company then 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.

Section 1.17 - Plan

"Plan" shall mean this 1994 Stock Option and Restricted Stock Plan for 
Executive and Key Employees of Petco Animal Supplies, Inc.

Section 1.18 - Restricted Stock

"Restricted Stock" shall mean shares of the Company's Common Stock issued 
pursuant to Article VII of the Plan.

Section 1.19 - Restricted Stockholder

"Restricted Stockholder" shall mean an Employee to whom Restricted Stock 
has been issued under the Plan.

Section 1.20 - Rule 16b-3

"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as 
such Rule may be amended in the future.




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Section 1.21 - Secretary

"Secretary" shall mean the Secretary of the Company.

Section 1.22 - Securities Act

"Securities Act" shall mean the Securities Act of 1933, as amended.

Section 1.23 - Stock Appreciation Rights

"Stock Appreciation Rights" shall mean a stock appreciation right granted 
under the Plan.

Section 1.24 - Subsidiary

"Subsidiary" shall mean any corporation in an unbroken chain of 
corporations beginning with the Company if each of the corporations other 
than the last corporation in the unbroken chain then 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.

Section 1.25 - Termination of Consultancy

"Termination of Consultancy" shall mean, as to a Consultant, the time when 
the consultancy relationship between the Employee and the Company, a Parent 
Corporation or a Subsidiary is terminated for any reason, with or without 
cause, including, but not by way of limitation, a termination by expiration 
or non-renewal of contractual agreement, resignation, discharge, death or 
retirement.  The Committee, in its absolute discretion, shall determine the 
effect of all other matters and questions relating to Termination of 
Consultancy.

Section 1.26 - Termination of Employment

"Termination of Employment" shall mean, as to an Optionee, the holder of a 
Stock Appreciation Right or a Restricted Stockholder, the time when the 
employee-employer relationship between the Employee and the Company, a 
Parent Corporation or a Subsidiary is terminated for any reason, with or 
without cause, including, but not by way of limitation, a termination by 
resignation, discharge, death or retirement, but excluding terminations 
where there is a simultaneous reemployment by the Company, a Parent 
Corporation or a Subsidiary.  The Committee, in its absolute discretion, 
shall determine the effect of all other matters and questions relating to 
Termination of Employment, including, but not by way of limitation, the 
question of whether a Termination of Employment resulted from a discharge 
for good cause, and all questions of whether particular leaves of absence 
constitute Terminations of Employment; provided, however, that, with 
respect to Incentive Stock Options, a leave of absence shall constitute a 
Termination of Employment if, and to the extent that, such leave of absence 
interrupts employment for the purposes of Section 422(a)(2) of the Code and 
the then applicable regulations and revenue rulings under said Section.




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ARTICLE II

SHARES SUBJECT TO PLAN

Section 2.1 - Shares Subject to Plan

For each of the five fiscal years from and including the fiscal year ended 
February 1, 1997, a number of shares of the Company's Common Stock, par 
value $.0001 per share, equal to the amount of 3.0% of the total number of 
issued and outstanding shares of Common Stock as of the last day of the 
immediately preceding fiscal year (the "3.0% Limit") shall become available 
for issuance under the Plan.  In addition, (i) any shares of the Company's 
Common Stock remaining from the 847,500 shares initially reserved in 
January 1994 for issuance under the Plan but which have not been issued; 
(ii) any shares of Common Stock relating to awards granted at any time 
under the Plan which have expired or have been cancelled, including but not 
limited to shares of Common Stock covered by Options which have expired or 
which have been cancelled without having been exercised and shares of 
Restricted Stock forfeited to the Company; (iii) any shares of Common Stock 
which are exchanged by an Optionee as full or partial payment to the 
Company in connection with the exercise of an Option awarded under the 
Plan; and (iv) any unused portion of the 3.0% Limit for any fiscal year, 
shall be added to the aggregate number of shares of Common Stock available 
for issuance in each fiscal year under the Plan.  To the extent that a 
Stock Appreciation Right shall have been exercised for cash, the number of 
shares subject to the related Option, or portion thereof, may again be 
optioned hereunder.  The number of shares of Common Stock which may be 
issued upon exercise of Options and Stock Appreciation Rights or as 
Restricted Stock granted to any single Employee shall not exceed 750,000.  
In no event, except as subject to adjustment as provided in Section 2.2, 
shall more than three million shares of Common Stock be cumulatively 
available for issuance pursuant to the exercise of Options awarded under 
the Plan which qualify as "incentive stock options" under the Code.

Section 2.2 - Changes in Company's Shares

In the event that the outstanding shares of Common Stock of the Company are 
hereafter changed into or exchanged for a different number or kind of 
shares or other securities of the Company, or of another corporation, by 
reason of reorganization, merger, consolidation, recapitalization, 
reclassification, stock split-up, stock dividend or combination of shares, 
appropriate adjustments shall be made by the Committee in the number and 
kind of shares for the purchase of which Options may be granted and in the 
number and kind of shares of Restricted Stock that may be issued, including 
adjustments of the limitations in Section 2.1 on the maximum number and 
kind of shares which may be issued on exercise of Options or as Restricted 
Stock.




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ARTICLE III

GRANTING OF OPTIONS

Section 3.1 - Eligibility

Any executive or other key Employee of the Company or of any corporation 
which is then a Parent Corporation or a Subsidiary shall be eligible to be 
granted Options, except as provided in Section 3.2.  However, no option 
shall be granted to any Employee who owns stock possessing more than 10% of 
the total combined voting power of all classes of stock of the Company, any 
Parent Corporation or any Subsidiary.

Section 3.2 - Qualification of Incentive Stock Options

No Incentive Stock Option shall be granted unless such Option, when 
granted, qualifies as an "incentive stock option" under Section 422 of the 
Code.

Section 3.3 - Granting of Options

(a)  The Committee shall from time to time, in its absolute discretion:

(i)  Determine which Employees are executive or other key Employees and 
select from among the executive or other key Employees (including those to 
whom Options and/or Stock Appreciation Rights have been previously granted 
and/or Restricted Stock has previously been issued under the Plan) such of 
them as in its opinion should be granted Options; and

(ii)  Determine the number of shares to be subject to such Options granted 
to such selected executive or other key Employees, and determine whether 
such Options are to be Incentive Stock Options or Non-Qualified Options; 
and

(iii)  Determine the terms and conditions of such Options, consistent with 
the Plan.

(b)  Upon the selection of an executive or other key Employee to be granted 
an Option, the Committee shall instruct the Secretary to issue such Option 
and may impose such conditions on the grant of such Option as it deems 
appropriate.  Without limiting the generality of the preceding sentence, 
the Committee may, in its discretion and on such terms as it deems 
appropriate, require as a condition on the grant of an Option to an 
Employee that the Employee surrender for cancellation some or all of the 
unexercised Options which have been previously granted to him.  An Option 
the grant of which is conditioned upon such surrender may have an option 
price lower (or higher) than the option price of the surrendered Option, 
may cover the same (or a lesser or greater) number of shares as the 
surrendered Option, may contain such other terms as the Committee deems 
appropriate and shall be exercisable in accordance with its terms, without 
regard to the number of shares, price, option period or any other term or 
condition of the surrendered Option.  Without limiting the generality of 
the preceding sentence, the Committee may, in its discretion and on such 
terms as it deems appropriate, require as a condition on the issuance of 
Restricted Stock to an Employee that the Employee surrender for 
cancellation some or all of the Restricted Stock that has been previously 
granted to him.




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ARTICLE IV

TERMS OF OPTIONS

Section 4.1 - Option Agreement

Each Option shall be evidenced by a written Stock Option Agreement, which 
shall be executed by the Optionee and an authorized Officer of the Company 
and which shall contain such terms and conditions as the Committee shall 
determine, consistent with the Plan.  Stock Option Agreements evidencing 
Incentive Stock Options shall contain such terms and conditions as may be 
necessary to qualify such Options as "incentive stock options" under 
Section 422 of the Code.

Section 4.2 - Option Price

(a)  The price of the shares subject to each Option shall be set by the 
Committee; provided, however, that the price per share shall be not less 
than 100% of the fair market value of such shares on the date such Option 
is granted; provided, further, that, in the case of an Incentive Stock 
Option, the price per share shall not be less than 110% of the fair market 
value of such shares on the date such Option is granted in the case of an 
individual then owning (within the meaning of Section 424(d) of the Code) 
more than 10% of the total combined voting power of all classes of stock of 
the Company, any Subsidiary or any Parent Corporation.

(b)  For purposes of the Plan, the fair market value of a share of the 
Company's Common Stock as of a given date shall be: (i) the closing price 
of a share of the Company's Common Stock on the principal exchange on which 
shares of the Company's Common Stock are then trading, if any, on the 
trading day previous to such date, or, if shares were not traded on the 
trading day previous to such date, then on the next preceding trading day 
during which a sale occurred; or (ii) if such Common Stock is not traded on 
an exchange but is quoted on NASDAQ or a successor quotation system, (1) 
the last sales price (if the Company's Common Stock is then listed as a 
National Market Issue under the NASD National Market System) or (2) the 
mean between the closing representative bid and asked prices (in all other 
cases) for the Company's Common Stock on the trading day previous to such 
date as reported by NASDAQ or such successor quotation system; or (iii) if 
such Common Stock is not publicly traded on an exchange and not quoted on 
NASDAQ or a successor quotation system, the mean between the closing bid 
and asked prices for the Company's Common Stock, on the day previous to 
such date, as determined in good faith by the Committee; or (iv) if the 
Company's Common Stock is not publicly traded, the fair market value 
established by the Committee acting in good faith; provided, however, that 
the fair market value of the shares of the Company's Common Stock granted 
concurrent with the closing of the Company's initial public offering shall 
be deemed to be the initial public offering price of the shares of Common 
Stock sold in such initial public offering.

Section 4.3 - Commencement of Exercisability

(a)  Except as the Committee may otherwise provide, no Option may be 
exercised in whole or in part during the first six months after such Option 
is granted.

(b)  Subject to the provisions of Sections 4.3(a), 4.3(c), and 10.3, 
Options shall become exercisable at such times and in such installments 



<PAGE> 8
(which may be cumulative) as the Committee shall provide in the terms of 
each individual Option; provided, however, that by a resolution adopted 
after an Option is granted the Committee may, on such terms and conditions 
as it may determine to be appropriate and subject to Sections 4.3(a), 
4.3(c), and 10.3, accelerate the time at which such Option or any portion 
thereof may be exercised.

(c)  No portion of an Option which is unexercisable at the later to occur 
of (i) Termination of Employment, or (ii) Termination of Consultancy, shall 
thereafter become exercisable.

(d)  To the extent that the aggregate fair market value of stock with 
respect to which "incentive stock options" (within the meaning of Section 
422 of the Code, but without regard to Section 422(d) of the Code) are 
exercisable for the first time by an Optionee during any calendar year 
(under the Plan and all other incentive stock option plans of the Company, 
any Subsidiary and any Parent Corporation) exceeds $100,000, such options 
shall be taxed as Non-Qualified Options.  The rule set forth in the 
preceding sentence shall be applied by taking options into account in the 
order in which they were granted.  For purposes of this Section 4.3(d), the 
fair market value of stock shall be determined as of the time that the 
option with respect to such stock is granted.

Section 4.4 - Expiration of Options

(a)  No Option may be exercised to any extent by anyone after the first to 
occur of the following events:

(i)  The expiration of ten years from the date the Option was granted; or

(ii)  With respect to an Incentive Stock Option in the case of an Optionee 
owning (within the meaning of Section 424(d) of the Code), at the time the 
Incentive Stock Option was granted, more than 10% of the total combined 
voting power of all classes of stock of the Company, any Subsidiary or any 
Parent Corporation, the expiration of five years from the date the 
Incentive Stock Option was granted; or

(iii)  Except in the case of any Optionee who is disabled (within the 
meaning of Section 22(e)(3) of the Code), the expiration of three months 
from the date of the later to occur of (i) the Optionee's Termination of 
Employment for any reason, or (ii) the Optionee's Termination of 
Consultancy for any reason, other than such Optionee's death unless the 
Optionee dies within said three-month period; or

(iv)  In the case of an Optionee who is disabled (within the meaning of 
Section 22(e)(3) of the Code), the expiration of one year from the later to 
occur of (i) the date of the Optionee's Termination of Employment for any 
reason, or (ii) the date of Optionee's Termination of Consultancy for any 
reason, other than such Optionee's death unless the Optionee dies within 
said one-year period; or

(v)  The expiration of one year from the date of the Optionee's death.

(b)  Subject to the provisions of Section 4.4(a), the Committee shall 
provide, in the terms of each individual Option, when such Option expires 
and becomes unexercisable; and (without limiting the generality of the 3



<PAGE> 9
foregoing) the Committee may provide in the terms of individual Options 
that said Options expire immediately upon a Termination of Employment or a 
Termination of Consultancy for any reason.

Section 4.5 - Consideration

In consideration of the granting of an Option, the Optionee shall agree, in 
the written Stock Option Agreement, to remain in the employ of the Company, 
a Parent Corporation or a Subsidiary for a period of at least one year 
after the Option is granted.  Nothing in this Plan or in any Stock Option 
Agreement hereunder shall confer upon any Optionee any right to continue in 
the employ of the Company, any Parent Corporation or any Subsidiary or 
shall interfere with or restrict in any way the rights of the Company, its 
Parent Corporations and its Subsidiaries, which are hereby expressly 
reserved, to discharge any Optionee at any time for any reason whatsoever, 
with or without cause.

Section 4.6 - Adjustments in Outstanding Options

In the event that the outstanding shares of the stock subject to Options 
are changed into or exchanged for a different number or kind of shares of 
the Company or other securities of the Company by reason of merger, 
consolidation, recapitalization, reclassification, stock split-up, stock 
dividend or combination of shares, the Committee shall make an appropriate 
and equitable adjustment in the number and kind of shares as to which all 
outstanding Options, or portions thereof then unexercised, shall be 
exercisable, to the end that after such event the Optionee's proportionate 
interest shall be maintained as before the occurrence of such event.  Such 
adjustment in an outstanding Option shall be made without change in the 
total price applicable to the Option or the unexercised portion of the 
Option (except for any change in the aggregate price resulting from 
rounding-off of share quantities or prices) and with any necessary 
corresponding adjustment in Option price per share; provided, however, 
that, in the case of Incentive Stock Options, each such adjustment shall be 
made in such manner as not to constitute a "modification" within the 
meaning of Section 424(h)(3) of the Code.  Any such adjustment made by the 
Committee shall be final and binding upon all Optionees, the Company and 
all other interested persons.

Section 4.7 - Merger, Consolidation, Acquisition, Liquidation or 
Dissolution

Notwithstanding the provisions of Section 4.6, in its absolute discretion, 
and on such terms and conditions as it deems appropriate, the Committee may 
provide by the terms of any Option that such Option cannot be exercised 
after the merger or consolidation of the Company with or into another 
corporation, the acquisition by another corporation or person of all or 
substantially all of the Company's assets or 80% or more of the Company's 
then outstanding voting stock or the liquidation or dissolution of the 
Company; and if the Committee so provides, it may, in its absolute 
discretion and on such terms and conditions as it deems appropriate, also 
provide, either by the terms of such Option or by a resolution adopted 
prior to the occurrence of such merger, consolidation, acquisition, 
liquidation or dissolution, that, for some period of time prior to such 
event, such Option shall be exercisable as to all shares covered thereby, 
notwithstanding anything to the contrary in Section 4.3(a), Section 4.3(b) 
and/or any installment provisions of such Option.




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ARTICLE V

EXERCISE OF OPTIONS

Section 5.1 - Person Eligible to Exercise

During the lifetime of the Optionee, only he may exercise an Option (or any 
portion thereof) granted to him.  After the death of the Optionee, any 
exercisable portion of an Option may, prior to the time when such portion 
becomes unexercisable under the Plan or the applicable Stock Option 
Agreement, be exercised by his personal representative or by any person 
empowered to do so under the deceased Optionee's will or under the then 
applicable laws of descent and distribution.

Section 5.2 - Partial Exercise

At any time and from time to time prior to the time when any exercisable 
Option or exercisable portion thereof becomes unexercisable under the Plan 
or the applicable Stock Option Agreement, such Option or portion thereof 
may be exercised in whole or in part; provided, however, that the Company 
shall not be required to issue fractional shares and the Committee may, by 
the terms of the Option, require any partial exercise to be with respect to 
a specified minimum number of shares.

Section 5.3 - Manner of Exercise

An exercisable Option, or any exercisable portion thereof, may be exercised 
solely by delivery to the Secretary or his office of all of the following 
prior to the time when such Option or such portion becomes unexercisable 
under the Plan or the applicable Stock Option Agreement:

(a)  Notice in writing signed by the Optionee or other person then entitled 
to exercise such Option or portion, stating that such Option or portion is 
exercised, such notice complying with all applicable rules established by 
the Committee; and

(b)  (i)  Full payment (in cash or by check) for the shares with respect to 
which such Option or portion is thereby exercised; or 

(ii)  With the consent of the Committee, (A) shares of the Company's Common 
Stock owned by the Optionee duly endorsed for transfer to the Company, or 
(B) shares of the Company's Common Stock issuable to the Optionee upon 
exercise of the Option, with a fair market value (as determined under 
Section 4.2(b)) on the date of Option exercise equal to the aggregate 
Option price of the shares with respect to which such Option or portion is 
thereby exercised; or

(iii)  With the consent of the Committee, a full recourse promissory note 
bearing interest (at no less than such rate as shall then preclude the 
imputation of interest under the Code or any successor provision) and 
payable upon such terms as may be prescribed by the Committee.  The 
Committee may also prescribe the form of such note and the security to be 
given for such note.  No Option may, however, be exercised by delivery of a 
promissory note or by a loan from the Company when or where such loan or 
other extension of credit is prohibited by law; or




<PAGE> 11
(iv)  With the consent of the Committee, any combination of the 
consideration provided in the foregoing subsections (i), (ii) and (iii); 
and

(c)	The payment to the Company (or other employer corporation) of all 
amounts which it is required to withhold under federal, state or local law 
in connection with the exercise of the Option; with the consent of the 
Committee, (i) shares of the Company's Common Stock owned by the Optionee 
duly endorsed for transfer, or (ii) shares of the Company's Common Stock 
issuable to the Optionee upon exercise of the Option, valued at fair market 
value (as determined under Section 4.2(b)) as of the date of Option 
exercise, may be used to make all or part of such payment;

(d)  Such representations and documents as the Committee, in its absolute 
discretion, deems necessary or advisable to effect compliance with all 
applicable provisions of the Securities Act and any other federal or state 
securities laws or regulations.  The Committee may, in its absolute 
discretion, also take whatever additional actions it deems appropriate to 
effect such compliance including, without limitation, placing legends on 
share certificates and issuing stop-transfer orders to transfer agents and 
registrars; and

(e)  In the event that the Option or portion thereof shall be exercised 
pursuant to Section 5.1 by any person or persons other than the Optionee, 
appropriate proof of the right of such person or persons to exercise the 
Option or portion thereof.

Section 5.4 - Conditions to Issuance of Stock Certificates

The shares of stock issuable and deliverable upon the exercise of an 
Option, or any portion thereof, may be either previously authorized but 
unissued shares or issued shares which have then been reacquired by the 
Company.  The Company shall not be required to issue or deliver any 
certificate or certificates for shares of stock purchased upon the exercise 
of any Option or portion thereof prior to fulfillment of all of the 
following conditions:

(a)  The admission of such shares to listing on all stock exchanges on 
which such class of stock is then listed; and

(b)  The completion of any registration or other qualification of such 
shares under any state or federal law or under the rulings or regulations 
of the Securities and Exchange Commission or any other governmental 
regulatory body, which the Committee shall, in its absolute discretion, 
deem necessary or advisable; and

(c)  The obtaining of any approval or other clearance from any state or 
federal governmental agency which the Committee shall, in its absolute 
discretion, determine to be necessary or advisable; and

(d)  The payment to the Company (or other employer corporation) of all 
amounts which it is required to withhold under federal, state or local law 
in connection with the exercise of the Option; and

(e)  The lapse of such reasonable period of time following the exercise of 
the Option as the Committee may establish from time to time for reasons of 
administrative convenience.




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Section 5.5 - Rights as Shareholders

The holders of Options shall not be, nor have any of the rights or 
privileges of, shareholders of the Company in respect of any shares 
purchasable upon the exercise of any part of an Option unless and until 
certificates representing such shares have been issued by the Company to 
such holders.

Section 5.6 - Transfer Restrictions

Unless otherwise approved in writing by the Committee, no shares acquired 
upon exercise of any Option by any Officer may be sold, assigned, pledged, 
encumbered or otherwise transferred until at least six months have elapsed 
from (but excluding) the date that such Option was granted.  The Committee, 
in its absolute discretion, may impose such other restrictions on the 
transferability of the shares purchasable upon the exercise of an Option as 
it deems appropriate.  Any such other restriction shall be set forth in the 
respective Stock Option Agreement and may be referred to on the 
certificates evidencing such shares.  The Committee may require the 
Employee to give the Company prompt notice of any disposition of shares of 
stock, acquired by exercise of an Incentive Stock Option, within two years 
from the date of granting such Option or one year after the transfer of 
such shares to such Employee.  The Committee may direct that the 
certificates evidencing shares acquired by exercise of an Incentive Stock 
Option refer to such requirement to give prompt notice of disposition.

ARTICLE VI

STOCK APPRECIATION RIGHTS

Section 6.1 - Grant of Stock Appreciation Rights

A Stock Appreciation Right may be granted to any Employee who receives a 
grant of an Option under the Plan.  A Stock Appreciation Right may be 
granted in connection and simultaneously with the grant of an Option or 
with respect to a previously granted Option.  A Stock Appreciation Right 
shall be subject to such terms and conditions not inconsistent with the 
Plan as the Committee shall impose, including the following:

(a)  A Stock Appreciation Right shall be related to a particular Option and 
shall be exercisable only to the extent the related Option is exercisable.

(b)  A Stock Appreciation Right shall be granted to the Optionee to the 
maximum extent of 100% of the number of shares subject to the 
simultaneously or previously granted Option.

(c)  A Stock Appreciation Right shall entitle the Optionee (or other person 
entitled to exercise the Option pursuant to Section 5.1) to surrender 
unexercised a portion of the Option to which the Stock Appreciation Right 
relates to the Company and to receive from the Company in exchange therefor 
an amount, payable in shares of the Company's Common Stock (valued pursuant 
to Section 4.2(b)), or, in the discretion of the Committee, in cash, 
determined by multiplying the lesser of (i) the difference obtained by 



<PAGE> 13
subtracting the Option exercise price per share of the Company's Common 
Stock subject to the related Option from the fair market value (as 
determined under Section 4.2(b)) of a share of the Company's Common Stock 
on the date of exercise of the Stock Appreciation Right or (ii) two times 
the Option exercise price per share of the Company's Common Stock subject 
to the related Option, by the number of shares of the Company's Common 
Stock subject to the related Option with respect to which the Stock 
Appreciation Right shall have been exercised.

Section 6.2 - Exercise of Stock Appreciation Rights

Except in the case of death or disability (within the meaning of Section 
22(e)(3) of the Code) of the Optionee, no Stock Appreciation Right shall be 
exercisable during the first six months after a Stock Appreciation Right is 
granted with respect to an outstanding Option.

ARTICLE VII

ISSUANCE OF RESTRICTED STOCK

Section 7.1 - Eligibility

Any executive or other key Employee of the Company or of any corporation 
which is then a Parent Corporation or a Subsidiary, shall be eligible to be 
issued Restricted Stock.

Section 7.2 - Issuance of Restricted Stock

(a)  The Committee shall from time to time, in its absolute discretion:

(i)  Determine which Employees are executive or key Employees and select 
from among the executive or key Employees (including those to whom Options 
and/or Stock Appreciation Rights have been previously granted and/or 
Restricted Stock has been previously issued) such of them as in its opinion 
should be issued Restricted Stock; and

(ii)  Determine the number of shares of Restricted Stock to be issued to 
such selected executive or key Employees; and

(iii)  Determine the terms and conditions applicable to such Restricted 
Stock, consistent with the Plan.

(b)  Shares issued as Restricted Stock may be either previously authorized 
but unissued shares or issued shares that have been reacquired by the 
Company.  Legal consideration, but no other cash payment, shall be required 
for each issuance of Restricted Stock.

(c)  Upon the selection of an executive or key Employee to be issued 
Restricted Stock, the Committee shall instruct the Secretary to issue such 
Restricted Stock and may impose such conditions on the issuance of such 
Restricted Stock as it deems appropriate.




<PAGE> 14
ARTICLE VIII

TERMS OF RESTRICTED STOCK

Section 8.1 - Restricted Stock Agreement

Restricted Stock shall be issued only pursuant to a written Restricted 
Stock Agreement, which shall be executed by the Restricted Stockholder and 
an authorized Officer of the Company and which shall contain such terms and 
conditions as the Committee shall determine, consistent with the Plan.

Section 8.2 - Consideration

As partial consideration for the issuance of the Restricted Stock, the 
Restricted Stockholder shall agree, in the written Restricted Stock 
Agreement, to remain in the employ of the Company, a Parent Corporation or 
a Subsidiary for a period at least one year after the Restricted Stock is 
issued.  Nothing in this Plan or in any Restricted Stock Agreement 
hereunder shall confer upon any Restricted Stockholder any right to 
continue in the employ of the Company, any Parent Corporation or any 
Subsidiary or shall interfere with or restrict in any way the rights of the 
Company, its Parent Corporations and its Subsidiaries, which are hereby 
expressly reserved, to terminate or discharge any Restricted Stockholder at 
any time for any reason whatsoever, with or without cause.

Section 8.3 - Rights as Shareholders

Upon delivery of the shares of Restricted Stock to the escrow holder 
pursuant to Section 8.7, the Restricted Stockholder shall have all the 
rights of a stockholder with respect to said shares, subject to the 
restrictions in his Restricted Stock Agreement, including the right to vote 
the shares and to receive all dividends or other distributions paid or made 
with respect to the shares.

Section 8.4 - Restrictions

All shares of Restricted Stock issued under this Plan (including any shares 
received by Restricted Stockholders as a result of stock dividends, stock 
splits or any other forms of recapitalization) shall be subject to such 
restrictions as the Committee shall provide in the terms of each individual 
Restricted Stock Agreement; provided, however, that by a resolution adopted 
after the Restricted Stock is issued, the Committee may, on such terms and 
conditions as it may determine to be appropriate and subject to Section 
10.3, remove any or all of the restrictions imposed by the terms of the 
Restricted Stock Agreement.  All restrictions imposed pursuant to this 
Section 8.4 shall expire within ten years of the date of issuance.  
Restricted Stock may not be sold or encumbered until all restrictions are 
terminated or expire.




<PAGE> 15
Section 8.5 - Forfeiture of Restricted Stock

The Committee shall provide in the terms of each individual Restricted 
Stock Agreement that the Restricted Stock then subject to restrictions 
under the Restricted Stock Agreement be forfeited by the Restricted 
Stockholder back to the Company immediately upon the later to occur of (i) 
a Termination of Employment for any reason, or (ii) a Termination of 
Consultancy for any reason; provided, however, that provision may be made 
that no such forfeiture shall occur in the event of a Termination of 
Employment or Termination of Consultancy because of the Employee's normal 
retirement, death, total disability or early retirement with the consent of 
the Board.

Section 8.6 - Merger, Consolidation, Acquisition, Liquidation or 
Dissolution

Upon the merger or consolidation of the Company with or into another 
corporation, the acquisition by another corporation or person of all or 
substantially all of the Company's assets or 80% or more of the Company's 
then outstanding voting stock or the liquidation of the Company, the 
Committee may determine, at its sole discretion, that the restrictions 
imposed under the Restricted Stock Agreement upon some or all shares of 
Restricted Stock shall immediately expire and/or that some or all of such 
shares shall cease to be subject to forfeiture under Section 8.5.

Section 8.7 - Escrow

The Secretary or such other escrow holder as the Committee may appoint 
shall retain physical custody of the certificates representing Restricted 
Stock until all of the restrictions imposed under the Restricted Stock 
Agreement expire or shall have been removed; provided, however, that in no 
event shall any Restricted Stockholder retain physical custody of any 
certificates representing Restricted Stock issued to him.

Section 8.8 - Legend

In order to enforce the restrictions imposed upon shares of Restricted 
Stock hereunder, the Committee shall cause a legend or legends to be placed 
on certificates representing all shares of Restricted Stock that are still 
subject to restrictions under Restricted Stock Agreements, which legend or 
legends shall make appropriate reference to the conditions imposed thereby.

ARTICLE IX

ADMINISTRATION

Section 9.1 - Stock Option Committee

The Stock Option Committee shall consist of two or more Non-Employee 
Directors, appointed by and holding office at the pleasure of the Board, 
each of whom is both a "non-employee director" as defined by Rule 16b-3 and 
an "outside director" for purposes of Section 162(m) of the Code.  
Appointment of Committee members shall be effective upon acceptance of 
appointment.  Committee members may resign at any time by delivering 
written notice to the Board.  Vacancies in the Committee shall be filled by 
the Board.




<PAGE> 16
Section 9.2 - Duties and Powers of Committee

It shall be the duty of the Committee to conduct the general administration 
of the Plan in accordance with its provisions.  The Committee shall have 
the power to interpret the terms of the Plan, the Options, the Stock 
Appreciation Rights and the Restricted Stock and to adopt such rules for 
the administration, interpretation and application of the Plan as are 
consistent therewith and to interpret, amend or revoke any such rules.  Any 
such interpretations and rules in regard to Incentive Stock Options shall 
be consistent with the basic purpose of the Plan to grant "incentive stock 
options" within the meaning of Section 422 of the Code.  The Board shall 
have no right to exercise any of the rights or duties of the Committee 
under the Plan.

Section 9.3 - Majority Rule

The Committee shall act by a majority of its members in office.  The 
Committee may act either by vote at a meeting or by a memorandum or other 
written instrument signed by a majority of the Committee.

Section 9.4 - Compensation; Professional Assistance; Good Faith Actions 

Members of the Committee shall receive such compensation for their services 
as members as may be determined by the Board.  All expenses and liabilities 
incurred by members of the Committee in connection with the administration 
of the Plan shall be borne by the Company.  The Committee may employ 
attorneys, consultants, accountants, appraisers, brokers or other persons.  
The Committee, the Company and its Officers and Directors shall be entitled 
to rely upon the advice, opinions or valuations of any such persons.  All 
actions taken and all interpretations and determinations made by the 
Committee in good faith shall be final and binding upon all Optionees, all 
Restricted Stockholders, the Company and all other interested persons.  No 
member of the Committee shall be personally liable for any action, 
determination or interpretation made in good faith with respect to the 
Plan, the Options, the Stock Appreciation Rights or the Restricted Stock 
and all members of the Committee shall be fully protected by the Company in 
respect to any such action, determination or interpretation.

ARTICLE X

OTHER PROVISIONS

Section 10.1 - Options, Stock Appreciation Rights and Restricted Stock Not 
Transferable

No Option, Stock Appreciation Right, Restricted Stock or interest or right 
therein or part thereof shall be liable for the debts, contracts or 
engagements of the Optionee, the holder of the Stock Appreciation Right, 
the Restricted Stockholder or his successors in interest or shall be 
subject to disposition by transfer, alienation, anticipation, pledge, 
encumbrance, assignment or any other means whether such disposition be 
voluntary or involuntary or by operation of law by judgment, levy, 
attachment, garnishment or any other legal or equitable proceedings 
(including bankruptcy), and any attempted disposition thereof shall be null 
and void and of no effect; provided, however, that nothing in this Section 
10.1 shall prevent transfers by will or by the applicable laws of descent 
and distribution.




<PAGE> 17
Section 10.2 - Amendment, Suspension or Termination of the Plan 

The Plan, including without limitation any agreement, instrument or 
document executed  pursuant to the Plan, may be wholly or partially amended 
or otherwise modified, suspended or terminated at any time or from time to 
time by the Committee.  However, without approval of the Company's 
shareholders given within 12 months before or after the action by the 
Committee, no action of the Committee may increase any limit imposed in 
Section 2.1 on the maximum number of shares which may be issued on exercise 
of Options or Stock Appreciation Rights or as Restricted Stock, materially 
modify the eligibility requirements of Section 3.1, reduce the minimum 
Option price requirements of Section 4.2(a) or extend the limit imposed in 
this Section 10.2 on the period during which Options or Stock Appreciation 
Rights may be granted or Restricted Shares may be issued, or amend or 
modify the Plan in a manner requiring shareholder approval under Rule 16b-
3.  Neither the amendment, suspension nor termination of the Plan shall, 
without the consent of the holder of the Option or Stock Appreciation 
Rights or the Restricted Stockholder, impair any rights or obligations 
under any Option or Stock Appreciation Rights theretofore granted or under 
any Restricted Stock theretofore issued, as the case may be.  No Option or 
Stock Appreciation Rights may be granted and no Restricted Stock may be 
issued, during any period of suspension nor after termination of the Plan, 
and in no event may any Option or Stock Appreciation Rights be granted or 
may any Restricted Stock be issued, under this Plan after the first to 
occur of the following events:

(a)  The expiration of ten years from the date the Plan is adopted by the 
Board; or

(b)  The expiration of ten years from the date the Plan is approved by the 
Company's shareholders under Section 10.3.

Section 10.3 - Approval of Plan by Shareholders

This Plan will be submitted for the approval of the Company's shareholders 
within 12 months after the date of the Board's initial adoption of the 
Plan.  Options and Stock Appreciation Rights may be granted and Restricted 
Stock may be issued prior to such shareholder approval; provided, however, 
that such Options and Stock Appreciation Rights shall not be exercisable 
prior to the time when the Plan is approved by the shareholders; provided, 
further, that if such approval has not been obtained at the end of said 12-
month period, all Options and Stock Appreciation Rights previously granted 
and all Restricted Stock previously issued under the Plan shall thereupon 
be cancelled and become null and void.  The Company shall take such actions 
with respect to the Plan as may be necessary to satisfy the requirements of 
Rule 16b-3(b).




<PAGE> 18
Section 10.4 - Effect of Plan Upon Other Option and Compensation Plans

The adoption of this Plan shall not affect any other compensation or 
incentive plans in effect for the Company, any Parent Corporation or any 
Subsidiary.  Nothing in this Plan shall be construed to limit the right of 
the Company, any Parent Corporation or any Subsidiary (a) to establish any 
other forms of incentives or compensation for employees of the Company, any 
Parent Corporation or any Subsidiary or (b) to grant or assume options or 
stock appreciation rights or to issue restricted stock otherwise than under 
this Plan in connection with any proper corporate purpose, including, but 
not by way of limitation, the grant or assumption of options or stock 
appreciation rights or the issuance of restricted stock in connection with 
the acquisition by purchase, lease, merger, consolidation or otherwise, of 
the business, stock or assets of any corporation, firm or association.

Section 10.5 - Titles

Titles are provided herein for convenience only and are not to serve as a 
basis for interpretation or construction of the Plan.

Section 10.6 - Conformity to Securities Laws

The Plan is intended to conform to the extent necessary with all provisions 
of the Securities Act and the Exchange Act and any and all regulations and 
rules promulgated by the Securities and Exchange Commission thereunder, 
including without limitation Rule 16b-3.  Notwithstanding anything herein 
to the contrary, the Plan shall be administered, and Options and Stock 
Appreciation Rights shall be granted and may be exercised and Restricted 
Stock may be issued, only in such a manner as to conform to such laws, 
rules and regulations.  To the extent permitted by applicable law, the 
Plan, Options and Stock Appreciation Rights granted and Restricted Stock 
issued hereunder shall be deemed amended to the extent necessary to conform 
to such laws, rules and regulations.

ARTICLE XI

ADDITIONAL OPTIONS

Section 11.1 - Additional Options

(a)  The Committee may, at or after the date of grant of an Option, grant 
Additional Options.  Additional Options may be granted with respect to any 
outstanding Option.

(b)  If, with the consent of the Committee pursuant to Section 5.3(b)(ii), 
an Optionee exercises an Option that has an Additional Option Feature by 
tendering or relinquishing shares of Common Stock and/or when shares of 
Common Stock are tendered or relinquished in payment for the amount to be 
withheld under applicable federal, state and local income tax laws (at 
withholding rates not to exceed the Optionee's applicable marginal tax 
rates) in connection with the exercise of an Option, the Optionee shall 
automatically be granted an Additional Option.  The Additional Option shall 
be subject to the following provisions:

(i)  The Additional Option shall cover the number of shares of Common Stock 
equal to the sum of (A) the number of shares of Common Stock tendered or 



<PAGE> 19
relinquished as consideration upon the exercise of the Option to which such 
Additional Option Feature relates, and (B) the number of shares of Common 
Stock tendered or relinquished in payment of the amount to be withheld 
under applicable federal, state and local income tax laws in connection 
with the exercise of the Option to which such Additional Option Feature 
relates;

(ii)  The Additional Option will have an Additional Option Feature unless 
the Committee directs otherwise;

(iii)  The Additional Option exercise price shall be 100% of the fair 
market value per share (as determined under Section 4.2(b)) on the date the 
Employee tenders or relinquishes shares of Common Stock to exercise the 
Option that has the Additional Option Feature and/or tenders or 
relinquishes shares of Common Stock in payment of income tax withholding on 
the exercise of an Option that has the Additional Option Feature; and

(iv)  The Additional Option shall have the same termination date and other 
termination provisions as the underlying Option that had the Additional 
Option Feature.