EXHIBIT 10.1
                          WHITMAN EDUCATION GROUP, INC.
                             1996 STOCK OPTION PLAN


     1. PURPOSES.

     The purposes of this 1996 Stock Option Plan (the "Plan") are to attract and
retain the best available personnel for positions of substantial responsibility,
to  provide  additional  incentive  to  the  Employees  of  the  Company  or its
Subsidiaries as well as other  individuals who perform  services for the Company
or its  Subsidiaries,  and to promote  the  success of the  Company's  business.
Options granted hereunder may be either Incentive Stock Options or Non-Qualified
Stock Options,  at the discretion of the Committee and as reflected in the terms
of the written option agreement.

     2. DEFINITIONS.

     As used herein, the following definitions shall apply:

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

     "COMMON STOCK" shall mean the common stock,  no par value per share, of the
Company.

     "COMPANY"  shall  mean  Whitman   Education  Group,   Inc.,  a  New  Jersey
corporation.

     "COMMITTEE" shall mean the committee appointed by the Board of Directors in
accordance with Section 4(a) of the Plan.

     "CONTINUOUS   STATUS  AS  AN  EMPLOYEE"  shall  mean  the  absence  of  any
interruption  or termination  of service as an Employee.  Service as an Employee
shall not be  considered  interrupted  for purposes of the Plan,  in the case of
sick leave,  military leave, or any other bona fide leave of absence approved by
the Committee.

     "DISABLED" or  "DISABILITY"  shall mean a physical or mental  disability as
defined in Section 22(e)(3) of the Code.

     "EMPLOYEE"  shall  mean  any  person,  including  officers  and  directors,
employed by the Company or any Parent or Subsidiary. The payment of a director's
fee by the Company  shall not be  sufficient  to  constitute  the  recipient  an
"employee" of the Company.

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

     "INCENTIVE  STOCK OPTION" shall mean a stock option  intended to qualify as
an "incentive stock option" within the meaning of Section 422 of the Code.


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     "NON-QUALIFIED  STOCK  OPTION"  shall mean a stock  option not  intended to
qualify as an "incentive  stock option" within the meaning of Section 422 of the
Code.

     "OPTION" shall mean a stock option granted pursuant to the Plan.

     "OPTIONED STOCK" shall mean the Common Stock subject to an Option.

     "OPTIONEE" shall mean the recipient of an Option.

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

     "RULE  16B-3"  shall  mean Rule 16b-3  promulgated  by the  Securities  and
Exchange Commission under the Exchange Act or any successor rule.

     "SHARE" shall mean a share of Common Stock,  as adjusted in accordance with
Section 13 of the Plan.

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

     3. STOCK.

     Subject to the provisions of Section 13 of the Plan, the maximum  aggregate
number of Shares which may be issued under the Plan is  1,500,000.  If an Option
should  expire  or become  unexercisable  for any  reason  without  having  been
exercised in full,  the  unpurchased  Shares which were subject  thereto  shall,
unless the Plan shall have been  terminated,  become available for further grant
under the Plan.

     4. ADMINISTRATION.

     (a) COMMITTEE.  The Plan at all times shall be  administered by a Committee
appointed by the Company's  Board of Directors.  The Committee  shall consist of
not  less  than  two  members  of the  Board  of  Directors,  each  of whom is a
"non-employee  director"  as defined in Rule 16b-3 and an "outside  director" as
defined for purposes of Section 162(m) of the Code.

     (b) POWERS OF THE  COMMITTEE.  Subject to the  provisions of the Plan,  the
Committee shall have the authority,  in its  discretion:  (i) to grant Incentive
Stock Options or Non- Qualified Stock Options; (ii) to determine the fair market
value of the Common Stock;  (iii) to determine  the exercise  price per Share of
Options to be granted;  (iv) to determine  the persons to whom,  and the time or
times at  which,  Options  shall be  granted  and the  number  of  Shares  to be
represented by each Option;  (v) to determine the vesting schedule of Options to
be granted; (vi) to prescribe,  amend and rescind rules and regulations relating


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to  the  Plan;  (vii) to  determine  the  terms and  provisions  of  each Option
granted under the Plan (which need not be  identical);  (viii) to accelerate the
exercise  date of any Option;  (ix) to authorize any person to execute on behalf
of the Company any  instrument  required  to  effectuate  the grant of an Option
previously  granted by the Committee;  (x) subject to the provisions of the Plan
and subject to such additional limitations and restrictions as the Committee may
impose,  to delegate  to specific  members of  management  or to a committee  of
management  personnel the authority to determine:  (a) the persons to whom,  and
the time and times at which,  Options  shall be granted and the number of Shares
to be represented by each Option;  (b) the vesting schedule of Options;  (c) the
term of Options,  and (d) other terms and  conditions  of any Options;  provided
that the  Committee  shall not have the  authority to delegate such matters with
respect  to awards to be  granted  to any  person  subject  to Section 16 of the
Exchange Act or any "covered  employee"  under Section  162(m) of the Code;  and
(xi) to interpret the Plan and make all other determinations deemed necessary or
advisable  for the  administration  of the Plan.  The  Committee may require the
voluntary  surrender of all or any portion of any Option  granted under the Plan
as a condition precedent to a grant of a new Option to such Optionee. Subject to
the  provisions of the Plan,  such new Option shall be exercisable at the price,
during the period and on such other terms and conditions as are specified by the
Committee  at the time the new Option is granted.  Upon  surrender,  the Options
surrendered  shall be unexercisable  and the Shares  previously  subject to such
Options shall be available for the grant of other Options.

     (c) EFFECT OF THE COMMITTEE'S DECISION.  All decisions,  determinations and
interpretations of the Committee shall be final and binding on all Optionees.

     5. ELIGIBILITY.

     Incentive  Stock  Options may be granted only to  Employees.  Non-Qualified
Stock Options may be granted to Employees, non-Employee directors (in accordance
with the  provisions of Section 8 of the Plan or otherwise in the  discretion of
the  Committee),  independent  contractors  and agents.  Any person who has been
granted an Option may, if he is  otherwise  eligible,  be granted an  additional
Option or  Options.  Subject to the  provisions  of Section 15 of the Plan,  the
maximum  number of Shares with respect to which Options may be granted under the
Plan  to any  Employee  in  any  calendar  year  is 1 % of  the  authorized  and
outstanding Shares of Common Stock on the date of adoption of the Plan.

     6. DOLLAR LIMITATION.

     Except  as  otherwise  provided  under  the Code,  to the  extent  that the
aggregate  fair market value of stock for which  Incentive  Stock Options (under
all stock  option  plans of the  Company  and of any Parent or  Subsidiary)  are
exercisable  for the first time by an Employee  during any calendar year exceeds
$100,000,  such Options shall be treated as  Non-Qualified  Stock  Options.  For
purposes of this limitation, (a) the fair market value of stock is determined as
of the time the Option is granted;  (b) the limitation is applied by taking into
account Options in the order in which they were granted, and (c) Incentive Stock
Options granted before 1987 are not to be taken into account.

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     7. RIGHTS OF OPTIONEES.

     The Plan  shall not confer  upon any  Optionee  any right  with  respect to
continuation  of  employment  by the Company,  nor shall it interfere in any way
with his right or the Company's right to terminate his employment at any time.

     8. AUTOMATIC GRANT OF OPTION TO NON-EMPLOYEE DIRECTORS.

     Subject  to  Section  3 of the  Plan,  each  person  who is a  non-Employee
director of the Company on the first  business day following any annual  meeting
of  shareholders  of the  Company  and who is not a common law  employee  of the
Company or of any Subsidiary shall automatically  receive on such date an Option
to acquire  7,500  Shares and the person who is serving as the  Chairman  of the
Board of Directors  on such day  following  any annual  meeting and who is not a
common law  employee of the Company or any  Subsidiary  shall  automatically  be
granted options to acquire 37,500 Shares, as adjusted in accordance with Section
15 of the Plan.  The  exercise  price for the  Shares to be issued  pursuant  to
Options granted under this Section 8 shall be as set forth in Section  11(a)(ii)
of the Plan. The Options granted pursuant to this Section 8 shall have a term of
ten years from the date of grant. The foregoing  formula may not be amended more
than once every six months other than to comport  with changes in the Code,  the
Employee  Retirement  Income  Security  Act of 1974,  as  amended,  or the rules
thereunder.  Non-Employee  directors  shall have the right,  if they so wish, to
decline receipt of any Options to be granted under this Section 8.

     9. TERM OF PLAN.

     The Plan shall become effective upon its adoption by the Board of Directors
of the Company;  provided that, if the Plan is not approved by the  shareholders
of the Company in accordance  with Section 20 of the Plan within 12 months after
the date of adoption by the Board of Directors, the Plan and any Options granted
thereunder  shall terminate and become null and void. The Plan shall continue in
effect until July 25, 2006 unless sooner  terminated in accordance  with Section
17 of the Plan.

     10. TERM OF OPTION.

     The term of each Option  shall be ten years from the date of grant  thereof
or, except for Options  granted  pursuant to Section 8 of the Plan, such shorter
term as may be determined by the Committee. However, in the case of an Incentive
Stock Option granted to an Employee who,  immediately before the Incentive Stock
Option is granted,  owns stock representing more than 10% of the voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive  Stock  Option  shall be five years from the date of grant  thereof or
such shorter time as may be determined by the Committee.




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     11. EXERCISE PRICE AND CONSIDERATION.

     (a) The per Share  exercise  price of the Shares to be issued  pursuant  to
exercise of an Option shall be such price as is determined by the Committee, but
shall be subject to the following:

          (i) In the  case of an  Incentive  Stock  Option:  (A)  granted  to an
     Employee who,  immediately before the grant of such Incentive Stock Option,
     owns stock representing more than 10% of the 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 110% of the fair market  value per Share on the
     date of  grant;  and (B)  granted  to any  other  Employee,  the per  share
     exercise price shall be no less than the fair market value per Share on the
     date of grant.

          (ii) In the  case  of a  Non-Qualified  Stock  Option,  the per  Share
     exercise price shall be no less than the fair market value per Share on the
     date of  grant  and,  with  respect  to  Options  granted  to  non-Employee
     directors as provided in Section 8 of the Plan,  shall be equal to the fair
     market value per Share on the date of the grant.

     (b)  Notwithstanding  Section  11(a) of the Plan,  in the event the Company
substitutes  an Option  for a stock  option  issued by  another  corporation  in
connection  with a  corporate  transaction,  such  as a  merger,  consolidation,
acquisition  of property  or stock,  separation  (including  a spin-off or other
distribution  of  stock  or  property),  reorganization  (whether  or  not  such
reorganization  comes within the  definition  of such term in Section 368 of the
Code) or partial or complete  liquidation  involving  the Company and such other
corporation,  the  exercise  price  of  such  substituted  Option  shall  be  as
determined  by the  Committee in its  discretion  (subject to the  provisions of
Section  424(a) of the Code in the case of a stock  option that was  intended to
qualify as an  "incentive  stock  option")  to  preserve,  on a per share  basis
immediately  after such  corporate  transaction,  the same ratio of fair  market
value per option  share to exercise  price per share which  existed  immediately
prior to such  corporate  transaction  under the  option  issued  by such  other
corporation.

     (c) The fair market value per Share shall be determined by the Committee in
its discretion; provided, however, that if the Common Stock is listed on a stock
exchange,  the fair market  value per Share  shall be the closing  price on such
exchange  on the date of grant of the  Option,  as  reported  in the Wall Street
Journal.

     (d) The  consideration to be paid for the Shares to be issued upon exercise
of an Option shall  consist of cash or check in an amount equal to the aggregate
exercise  price of the Shares as to which said Option shall be exercised or such
other consideration as the Committee shall determine.  Payment may also be made,
in the discretion of the Committee,  by delivery (including by facsimile) to the
Company or its designated agent of an executed  irrevocable option exercise form
together with  irrevocable  instructions  to a  broker-dealer  designated by the
Company to sell (or margin) a  sufficient  portion of the Shares and deliver the

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sale  (or  margin  loan)  proceeds  directly  to  the  Company  to  pay  for the
exercise  price;  provided that Optionees  subject to Section 16 of the Exchange
Act shall not be  entitled  to make  payment  by such  method  until  either the
holders of a majority of the outstanding  shares of the Company entitled to vote
have  approved an  amendment  to the Plan  permitting  payment by such method or
counsel to the  Company  has advised  the  Committee  that such  approval is not
required by Rule 16b-3. For purposes of this Section 11(d), the exercise date of
such Option shall be the date on which such documents have been delivered to the
Company or its designated agent.

     12. EXERCISE OF OPTION.

     (a)  Procedure  for  Exercise.   Any  Option  granted  hereunder  shall  be
exercisable  at such  times and  under  such  conditions  as  determined  by the
Committee, including performance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of the Plan. An Option may
not be  exercised  for a fraction  of a Share.  An Option  shall be deemed to be
exercised  when written notice of such exercise has been given to the Company in
accordance  with the terms of the Option by the person  entitled to exercise the
Option  and full  payment  for the  Shares  with  respect to which the Option is
exercised has been  received by the Company.  Full payment may, as authorized by
the  Committee,  consist of any  consideration  and method of payment  allowable
under Section 11(d) of the Plan.

     (b) Rights as a Shareholder.  Until the issuance, which in no event (except
as  provided  in Section 18 of the Plan) will be delayed  more than 30 days from
the date of the exercise of the Option, of the stock certificate evidencing such
Shares (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  shareholder  shall exist with respect to the
Optioned Stock,  notwithstanding  the exercise of the Option. 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,  except as provided in the Plan.  Exercise
of an Option in any manner  shall  result in a decrease  in the number of Shares
which  thereafter  may be 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.

     13. TERMINATION OF EMPLOYMENT.

     (a)  Termination of Status as an Employee.  If an Employee  ceases to be in
Continuous Status as an Employee, other than (i) by reason of retirement or (ii)
as a result of a  termination  by the Company for  deliberate,  willful or gross
misconduct,  any Option held by such Employee shall be exercisable within twelve
(12) months after the date he ceases to be in  Continuous  Status as an Employee
(or such shorter or longer time as may be  determined  by the  Committee) to the
extent the Employee  was entitled to exercise  such Option as of the date of his
termination of employment.

     (b)  Retirement  of Optionee.  If any Employee  ceases to be in  Continuous
Status as an Employee by reason of such Employee's  retirement,  any Option held

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by  such  Employee shall  be  exercisable within  36  months  after the date  he
ceases to be in  Continuous  Status as an  Employee  to the  extent  that he was
entitled to exercise such Option as of the date of his retirement.  For purposes
of the Plan,  "retirement"  means  termination  of services as an Employee at or
after age 65 other than as a result of deliberate, willful or gross misconduct.

     (c) Death or Disability of Optionee. Subject to the provisions of the Plan,
any  Option  held by an  Optionee  at the  time of his  death  may be  exercised
subsequently  by the legal  representative  of the  Optionee's  estate or by the
person or persons who  acquired  the right to exercise  the Option by bequest or
inheritance,  but only to the extent the Optionee was entitled to exercise  such
Option as of the date of his death.  In the event of the death or  disability of
an  Optionee  during the time period  specified  in Section  13(a) or 13(b),  as
applicable,  the  Option  may be  exercised,  at any time  within  three  months
following the date of his death or disability,  by the Optionee, or, in the case
of death, by the legal representative of the Optionee's estate or by a person or
persons who acquired the right to exercise the option by bequest or inheritance,
but only to the extent the Optionee  was entitled to exercise  such Option as of
the date of his death or disability.

     (d) Termination for Misconduct.  If any Employee ceases to be in Continuous
Status  as  an  Employee  as a  result  of a  termination  by  the  Company  for
deliberate,  willful or gross misconduct, any Option held by such Employee shall
terminate  immediately  and  automatically  on the date of his termination as an
Employee unless otherwise determined by the Committee.

     (e)  Expiration  of  Options.  None of the events  described  above in this
Section 13 shall extend the period of  exercisability  of the Option  beyond the
expiration  date  thereof.  To the extent that an Optionee  was not  entitled to
exercise  an  Option  on the date he  ceased  to be in  Continuous  Status as an
Employee or the date of the  Optionee's  death,  or if he does not exercise such
Option (which he was entitled to exercise)  within the time period  specified in
this  Section  13,  the  Option  shall  terminate  and  become  null  and  void.
Notwithstanding  the provisions of Section 13(a), 13(b) or 13(d) of the Plan, no
Options shall be exercisable after an Optionee ceases to be in Continuous Status
as an  Employee in the event the  Optionee  shall have during the time period in
which his  Options are  exercisable,  engaged in  deliberate  action  which,  as
determined by the  Committee,  causes  substantial  harm to the interests of the
Company  or  constitutes  a breach  of any  obligation  of the  Optionee  to the
Company. In such event, the Optionee shall forfeit all rights to any unexercised
Option as of the date of such deliberate action.

     14. NON-TRANSFERABILITY OF OPTIONS.

     An Option may not be sold, pledged, assigned, hypothecated, transferred, or
disposed  of in any  manner  other  than by will or by the laws of  descent  and
distribution  or, in the case of a  Non-Qualified  Stock  Option,  pursuant to a
qualified  domestic  relations  order as  defined  in the Code or Title I of the
Employee  Retirement  Income  Security  Act of 1974,  as  amended,  or the rules
thereunder,  and, except with respect to a qualified domestic relations order as
aforesaid,  may be exercised,  during the lifetime of the Optionee,  only by the
Optionee.


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     15.  ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION;   
          CHANGE  IN  CONTROL; DISSOLUTION.

     (a) Subject to any required action by the shareholders of the Company, each
of (i) the number of shares of Common Stock covered by each outstanding  Option,
(ii) the  number of  shares  of Common  Stock  which  have been  authorized  for
issuance  under the Plan but as to which no  Options  have yet been  granted  or
which have been  returned  to the Plan upon  cancellation  or  expiration  of an
Option,  (iii)  the  price  per  share of  Common  Stock  covered  by each  such
outstanding  Option,  (iv) the number of shares of Common Stock to be granted to
non-Employee  directors  pursuant to Section 8 of the Plan,  and (v) the maximum
number of Shares with respect to which  Options may be granted to any  Employee,
shall be proportionately  adjusted for any increase or decrease in the number of
issued shares of Common Stock  resulting  from a stock split or the payment of a
stock  dividend  with  respect  to the  Common  Stock or any other  increase  or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by  the  Company;  provided,  however,  that  (a)  each  such
adjustment with respect to an Incentive Stock Option shall comply with the rules
of Section  424(a) of the Code (or any successor  provision) and (b) in no event
shall any  adjustment  be made which would  render any  Incentive  Stock  Option
granted  hereunder other than an "incentive  stock option" as defined in Section
422  of  the  Code;  and  provided  further,  however,  that  conversion  of any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt  of  consideration."  Such  adjustment  shall  be  made  by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive.  Except as expressly  provided herein, no issuance by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.

     (b) If: (1) any person (as defined for purposes of Section  13(d) and 14(d)
of the  Exchange  Act,  but  excluding  the Company and any of its  wholly-owned
subsidiaries)  acquires  direct  or  indirect  ownership  of 50% or  more of the
combined  voting power of the then  outstanding  securities  of the Company as a
result  of  a  tender  or  exchange  offer,  open  market  purchases,  privately
negotiated  purchases  or  otherwise;  or (2) the  shareholders  of the  Company
approve (i) any  consolidation  or merger of the Company in which the Company is
not the surviving  corporation  (other than a merger of the Company in which the
holders  of  Common  Stock  immediately  prior  to  the  merger  have  the  same
proportionate  ownership  of the  surviving  corporation  immediately  after the
merger), or (ii) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of the assets
of the  Company  to an  entity  which is not a  wholly-owned  subsidiary  of the
Company, then the exercisability of each Option outstanding under the Plan shall
be automatically  accelerated so that each such Option shall,  immediately prior
to the specified  effective  date of any of the foregoing  transactions,  become
fully  exercisable  with respect to the total  number of Shares  subject to such
Option and may be  exercisable  for all or any portion of such Shares.  Upon the
consummation of any of such transaction,  all outstanding Options under the Plan
shall,  to the  extent  not  previously  exercised,  either  be  assumed  by the
successor  corporation or parent thereof or be replaced with a comparable option
to purchase  shares of the capital stock of the successor  corporation or parent
thereof.

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     (c) In the event of the proposed dissolution or liquidation of the Company,
all outstanding Options will terminate  immediately prior to the consummation of
such proposed action, unless otherwise provided by the Committee.

     16. TIME FOR GRANTING OPTIONS.

     The date of grant of an  Option  shall be the date on which  the  Committee
makes the determination granting such Option or such later date as the Committee
may specify. Notice of the determination shall be given to each Employee to whom
an Option is so granted within a reasonable time after the date of such grant.

     17. AMENDMENT AND TERMINATION OF THE PLAN.

     (a)  Subject to the  limitations  set forth in  Section 8 of the Plan,  the
Committee  may terminate or amend the Plan from time to time in such respects as
the Committee may deem  advisable;  provided  that,  the following  revisions or
amendments  shall require  approval of the Company's  shareholders in accordance
with Section 20 of the Plan: (i) any increase in the number of Shares subject to
the Plan,  other than in connection  with an adjustment  under Section 15 of the
Plan; (ii) any change in the designation of the class of persons  eligible to be
granted  Options;  (iii) any  material  increase  in the  benefits  accruing  to
participants  under the Plan;  or (iv) any  increase  in the  maximum  number of
Shares with respect to which Options may be granted to any Employee.

     (b) Effect of Amendment or  Termination.  No  amendment or  termination  or
modification  of the Plan  shall in any manner  affect  any  Option  theretofore
granted without the consent of the Optionee, except that the Committee may amend
or modify the Plan in a manner that does affect Options theretofore granted upon
a finding by the Committee  that such amendment or  modification  is in the best
interest of shareholders or Optionees.

     18. CONDITIONS UPON ISSUANCE OF SHARES.

     Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance  and  delivery of such Shares  pursuant
thereto  shall comply with all relevant  provisions of law,  including,  without
limitation,  the Securities Act of 1933, as amended, the Exchange Act, the rules
and  regulations  promulgated  thereunder,  and the  requirements  of any  stock
exchange upon which the Shares may then be listed,  and shall be further subject
to the advice of counsel for the Company with respect to such  compliance.  As a
condition  to the  exercise  of an Option,  the  Company  may require the person
exercising such Option 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 by law.



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     19. OPTION AGREEMENTS.

     Options shall be evidenced by written option agreements in such form as the
Committee  shall  approve.   Such  agreements  shall  contain  such  provisions,
including, without limitation,  restrictions upon the exercise of the option, as
the Committee shall determine.

     20. SHAREHOLDER APPROVAL.

     The  effectiveness  of  the  Plan  shall  be  subject  to  approval  by the
shareholders of the Company,  in a separate vote, within twelve months after the
date the Plan is adopted. The approval of such shareholders of the Company shall
be solicited  substantially in accordance with Section 14(a) of the Exchange Act
and the rules and regulations promulgated thereunder,  and shall be obtained, at
a duly held shareholders'  meeting,  by the affirmative vote of the holders of a
majority of the  outstanding  shares of the Company  present or represented  and
entitled to vote thereon.

     21. INDEMNIFICATION OF COMMITTEE MEMBERS.

     In addition  to such other  rights of  indemnification  as they may have as
Directors,  the members of the  Committee  shall be  indemnified  by the Company
against  the  reasonable  expenses,   including  attorneys'  fees  actually  and
necessarily  incurred in  connection  with the  defense of any  action,  suit or
proceeding,  or in connection with any appeal  therein,  to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan or any Option  granted  thereunder,  and  against  all
amounts paid by them in settlement thereof (provided such settlement is approved
to the  extent  required  by  and in the  manner  provided  by the  Articles  of
Incorporation  or Bylaws of 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  did not act in  good  faith  and in a  manner  he  reasonably
believed to be in and not opposed to the best interests of the Company; provided
that within 60 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.

     22. OTHER COMPENSATION PLANS.

     The  adoption  of the Plan  shall  not  affect  any other  stock  option or
incentive  or  other  compensation  plans  in  effect  for  the  Company  or any
Subsidiary,  nor shall the Plan preclude the Company from establishing any other
forms of incentive or other  compensation  for  employees  and  directors of the
Company or any Subsidiary.

     23. HEADINGS.

     Headings of Articles and Sections  hereof are inserted for  convenience and
reference; they constitute no part of the Plan.

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<PAGE>




     24. WITHHOLDING.

     The Company and any Subsidiary may, to the extent  permitted by law, deduct
from any  payments or transfers of any kind due to an Optionee the amount of any
federal,  state, local or foreign taxes required by any governmental  regulatory
authority  to be withheld or otherwise  deducted  with respect to the Options or
the Optioned Stock.

     25. GOVERNING LAW.

     The Plan, the Options  granted  hereunder and all related  matters shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of New Jersey.

     26. COMPLIANCE WITH RULE 16b-3.

     It is the intent of the Company  that this plan  comply in all  respects to
Rule 16b-3,  as amended (or any successor  rule),  in connection with any Option
granted  to a  person  who  is  subject  to  Section  16 of  the  Exchange  Act.
Accordingly,  any provision of this Plan or any Option  agreement  that does not
comply  with the  requirements  of Rule  16b-3 (or any  successor  rule) as then
applicable to any such person shall be construed or deemed amended to the extent
necessary to conform to such requirements,  except that such automatic amendment
shall not apply to any other  participant in the Plan who is not (at the time of
such application) subject to Section 16 of the Exchange Act. Any action taken by
the Committee pursuant to the Plan that does not comply with the requirements of
Rule 16b-3 (or any successor rule) shall be null and void.

     27. RESERVATION OF SHARES

     The  Company  shall,  during  the term of the Plan and any  Option  granted
hereunder,  reserve and keep available a number of Shares as shall be sufficient
to satisfy the requirements of the Plan.



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