<PAGE>   1
                                                                EXHIBIT 10.12

                           DISCOUNT AUTO PARTS, INC.

                              AMENDED AND RESTATED
                             1995 STOCK OPTION PLAN


                                   ARTICLE 1

                                    General


         1.1     Purpose.  This incentive stock option and nonqualified stock
option plan (the "Plan") is established to promote the interests of Discount
Auto Parts, Inc. (the "Company") and its stockholders by enabling the Company,
through the granting of stock options, to attract and retain executive and
other key team members of the Company and its subsidiaries, and to provide
additional incentive to such team members to increase their stock ownership in
the Company.  It is intended that those Options issued pursuant to the
provisions of the Plan relating to incentive stock options shall constitute
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder,
or any statute or regulation of similar import.

         1.2     Definitions.  The following words and terms as used herein
shall have that meaning set forth therefor in this Section 1.2 unless a
different meaning is clearly required by the context.  Whenever appropriate,
words used in the singular shall be deemed to include the plural and vice
versa, and the masculine gender shall be deemed to include the feminine gender.

                 (a)      "Board" or "Board of Directors" shall mean the Board
of Directors of the Company.

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

                 (c)      "Committee" shall mean the Compensation and Benefits
Committee of the Board or such other committee as may be appointed by the Board
as the Committee in accordance with Section 1.3(a).

                 (d)      "Common Stock" shall mean the common stock, $.01 par
value, of the Company.

                 (e)      "Company" shall mean Discount Auto Parts, Inc., a
Florida corporation, and any successor.

                 (f)      "Eligible Employee" shall mean any individual
employed by the Company or any Subsidiary who meets the eligibility
requirements of Section 1.4.  The Committee shall have the sole power to
determine who is and who is not an Eligible Employee.

                 (g)      "Fair market value" of the shares of Common Stock
shall mean the closing price, on the date in question (or, if no shares are
traded on such day, on the next preceding day on which shares were traded), of
the Common Stock as reported on the Composite Tape, or if not reported thereon,
then such price as reported in the trading reports of the principal securities
exchange in the United States on which such stock is listed, or if such stock
is not listed on a securities exchange in the United States, the mean between
the dealer closing "bid" and "ask" prices on the over-the-counter market as
reported by the National Association of Security Dealers Automated Quotation
System (NASDAQ), or NASDAQ's
<PAGE>   2

successor, or if not reported on NASDAQ, the fair market value of such stock as
determined by the Committee in good faith and based on all relevant factors.

                 (h)      "ISO" shall mean an incentive stock option granted in
accordance with the provisions of Article 2 of this Plan.

                 (i)      "NSO" shall mean a nonqualified stock option granted
in accordance with the provisions of Article 3 of this Plan.

                 (j)      "Option" shall mean an ISO or a NSO.

                 (k)      "Optionee" shall mean an Eligible Employee to whom an
Option is granted under the Plan.

                 (l)      "Plan" shall mean the Discount Auto Parts, Inc. 1995
Stock Option Plan, as set forth herein and as amended from time to time.

                 (m)      "Subsidiary" shall mean any corporation that at the
time qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" contained in Section 424(f) of the Code.

                 (n)      "10% Stockholder" is defined in Section 2.2.

         1.3     Administration.

                 (a)      The incentive stock option and nonqualified stock
option provisions of the Plan shall be administered by a committee appointed by
the Board of Directors (the "Committee").  The Committee shall consist of not
less than two (2) nor more than five (5) persons, each of whom shall be a
member of the Company's Board of Directors and none of whom shall be eligible
to participate under the Plan.  The Board of Directors may from time to time
remove members from, or add members to, the Committee.  Vacancies on the
Committee, howsoever caused, shall be filled by the Board of Directors.

                 (b)      The Committee shall select one of its members as
chairman, and shall hold meetings at such time and places as it may determine.
The acts of a majority of the Committee at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of the
Committee, shall be valid acts of the Committee.

                 (c)      Subject to the provisions of the Plan, the Committee
shall have full authority, in its discretion: (1) to determine the employees of
the Company and its Subsidiaries to whom Options shall be granted; (2) to
determine the time or times at which Options shall be granted; (3) to determine
whether an Eligible Employee shall be granted an incentive stock option, a
nonqualified stock option or any combination thereof; (4) to determine the
option price of the shares subject to each Option; (5) to determine the time or
times when each Option becomes exercisable and the duration of any Option
period; and (6) to interpret the Plan and the Options granted hereunder, and to
prescribe, amend and rescind rules and regulations with respect thereto.  The
interpretation and construction by the Committee of any provision of the Plan
over which it has discretionary authority or of any Option granted hereunder
shall be final and conclusive.



                                     2.
<PAGE>   3

                 (d)      No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option granted hereunder.

         1.4     Eligible Employees.  An Option may be granted to any executive
or other key employee of the Company or of any Subsidiary (who may or may not
be an officer or member of the Board), with the exceptions only of (a) with
respect to the incentive stock options granted under the Plan, employees who
cannot qualify for the benefits of incentive stock options under Section 422 of
the Code, and (b) with respect to all provisions of the Plan, members of the
Committee and any other members of the Board who are not otherwise employees of
the Company.

         1.5     Stock Subject to the Plan.

                 (a)      The stock subject to the Options under the Plan shall
be authorized and unissued shares of Common Stock.  The aggregate number of
shares that may be issued upon the exercise of Options granted under the Plan
shall not exceed 900,000 shares of Common Stock, which limitation shall be
subject to adjustment as provided in Section 4.1.

                 (b)      If an Option is surrendered or for any other reason
ceases to be exercisable in whole or in part, the shares of Common Stock that
are subject to such Option, but as to which the Option has not been exercised,
shall again become available for offering under the Plan.

                 (c)      The maximum number of shares of Common Stock for
which options may be granted under the Plan to any one person shall be
[250,000].


                                   ARTICLE 2

                Terms and Conditions of Incentive Stock Options

         Any incentive stock option ("ISO") granted pursuant to the Plan shall
be authorized by the Committee and shall be evidenced by certificates or
agreements in such form as the Committee from time to time shall approve, which
certificates or agreements shall comply with and be subject to the terms and
conditions hereinafter specified.

         2.1     Number of Shares.  Each ISO shall state the number of shares
to which it pertains.

         2.2     Option Price.  Each ISO shall state the option price, which
price shall be determined by the Committee in its discretion.  In no event,
however, shall such price be less than 100% of the fair market value of the
shares of Common Stock on the date of the granting of the ISO; or, in the case
of an individual who owns (at the time the Option is granted) more than 10% of
the total combined voting power of all classes of stock of the Company or of a
parent or subsidiary corporation (a "10% Stockholder"), shall such price be
less than 110% of such fair market value.

         2.3     Method of Payment.  Each ISO shall state the method of payment
of the ISO price upon the exercise of the ISO.  The method of payment stated in
the ISO shall include payment (a) in United States dollars in cash or by check,
bank draft or money order payable to the order of the Company, or (b) 





                                       3.
<PAGE>   4

in the discretion of and in the manner determined by the Committee, by the
delivery of shares of Common  Stock already owned by the Optionee, or (c) by
any other legally permissible means acceptable to the Committee at the time of
grant of the ISO, or (d) in the discretion of the Committee, through a
combination of (a), (b) and (c) of this Section 2.3.  If the option price is
paid in whole or in part through the delivery of shares of Common Stock, the
decision of the Committee with respect to the fair market value of such shares
shall be final and conclusive. [To the extent permitted by applicable law and
regulations, the Board and/or the Committee may, in their respective
discretions, approve an arrangement with a brokerage firm under which such
brokerage firm, on behalf of the person electing to exercise the options, pays
to the Company the full purchase price of the shares being purchased together
with an amount equal to any taxes which the Company is required to withhold in
connection with the exercise of the option and the Company, pursuant to an
irrevocable notice from such person, delivers the shares being purchased to
such brokerage firm.]

         2.4     Term and Exercise of Options.  No ISO shall be exercisable
either in whole or in part prior to twelve (12) months from the date it is
granted.  The Committee, in its discretion exercised at the time that it grants
an ISO, shall establish such further restrictions on when an ISO shall become
partially or fully exercisable; provided, however, that such vesting provisions
established by the Committee at the time of grant shall not permit the ISO to
be exercised more rapidly than would be permitted by the following chart:

<TABLE>
<CAPTION>
                                                               Exercisable Percentage
Number of Years From the                                        of Number of Shares
Date the ISO is Granted                                     Originally Covered by Option
-----------------------                                     ----------------------------

                                                            10% Stockholder   Other Optionee
                                                            ---------------   --------------
<S>                                                           <C>               <C>
Less than three years                                              0%                    0%
3 years but less than 4 years                                     50%                   25%
4 years but less than 5 years                                    100%                   50%
5 years but less than 6 years                                    100%                   75%
6 years or more                                                  100%                  100%
</TABLE>

         To the extent not exercised, exercisable installments of Options shall
be exercisable, in whole or in part, in any subsequent period, but not later
than the expiration date of the Option.  No ISO shall be exercisable after the
expiration of ten (10) years from the date it is granted; or, in the case of a
10% Stockholder, no ISO shall be exercisable after the expiration of five (5)
years from the date it is granted.  Not less than one hundred (100) shares may
be exercised at any one time unless the number exercised is the total number at
the time exercisable under the ISO.

         Within the limits described above, the Committee may impose additional
requirements on the exercise of ISOs, including, but without limitation, the
expiration date of the Option.  When it deems special circumstances to exist,
the Committee in its discretion also may accelerate the time at which an ISO
may be exercised if, under previously established exercise terms, such ISO was
not immediately exercisable in full, even if the acceleration would permit the
ISO to be exercised more rapidly than the minimum vesting period set forth
above in the chart would permit.

         2.5     Additional Limitations on Exercise of Options.  An Optionee
may hold and exercise more than one ISO, but only on the terms and subject to
the restrictions hereafter set forth.  The aggregate fair 





                                       4.
<PAGE>   5

market value (determined as of the time an ISO is granted) of the Common Stock
with respect to which ISOs are exercisable for the first time by any Eligible
Employee in any calendar year under this Plan and under all other incentive
stock option plans of the Company and any parent and subsidiary corporations of
the Company (as those terms are defined in Section 424 of the Code) shall not
exceed $100,000.

         2.6     Notice of Grant of Option.  Upon the granting of any ISO to an
employee, the Committee shall promptly cause such employee to be notified of
the fact that such ISO has been granted.  The date on which the Committee
approves the grant of an ISO shall be considered to be the date on which such
ISO is granted.

         2.7     Death or Other Termination of Employment.

                 (a)      In the event that an Optionee (1) shall cease to be
employed by the Company or a Subsidiary because of his or her discharge for
dishonesty, or because he or she violated any material provision of any
employment or other agreement between him or her and the Company or a
Subsidiary, or (2) shall voluntarily resign or terminate his or her employment
with the Company or a Subsidiary under or followed by such circumstances as
would constitute a breach of any material provision of any employment or other
agreement between him or her and the Company or the Subsidiary, or (3) shall
have committed an act of dishonesty not discovered by the Company or a
Subsidiary prior to the cessation of his or her employment but that would have
resulted in his or her discharge if discovered prior to such date, or (4)
shall, either before or after cessation of his or her employment with the
Company or a Subsidiary, without the written consent of his or her employer or
former employer, use (except for the benefit of his or her employer or former
employer) or disclose to any other person any confidential information relating
to the continuation or proposed continuation of his or her employer's or former
employer's business or any trade secrets of the Company or a Subsidiary
obtained as a result of or in connection with such employment, or (5) shall,
either before or after the cessation of his or her employment with the Company
or a Subsidiary, without the written consent of his or her employer or former
employer, directly or indirectly, give advice to, or serve as an employee,
director, officer, partner or trustee of, or in any similar capacity with, or
otherwise directly or indirectly participate in the management, operation, or
control of, or have any direct or indirect financial interest in, any
corporation, partnership or other organization that directly or indirectly
competes in any respect with the Company or any Subsidiary, then forthwith from
the happening of any such event, any ISO then held by him or her shall
terminate and become void to the extent that it then remains unexercised.  In
the event that an Optionee shall cease to be employed by the Company or a
Subsidiary for any reason other than his or her death or one or more of the
reasons set forth in the immediately preceding sentence, subject to the
conditions that no Option shall be exercisable after the expiration of ten (10)
years from the date it is granted, or, in the case of a 10% Stockholder, five
(5) years from the date it is granted, such Optionee shall have the right to
exercise the ISO at any time within three (3) months after such termination of
employment to the extent his or her right to exercise such ISO had accrued
pursuant to this Article 2 at the date of such termination and had not
previously been exercised; such three-month limit shall be increased to one (1)
year for any Optionee who ceases to be employed by the Company or a Subsidiary
because he or she is disabled (within the meaning of Section 22(e)(3) of the
Code) or who dies during the three-month period and the ISO may be exercised
within such extended time limit by the Optionee or, in the case of death, the
personal representative of the Optionee or by any person or persons who shall
have acquired the ISO directly from the Optionee by bequest or inheritance.
Whether an authorized leave of absence or absence for military or governmental
service shall





                                       5.
<PAGE>   6


constitute termination of employment for purposes of the Plan shall be
determined by the Committee, whose determination shall be final and conclusive.
  
                 (b)      In the event that an Optionee shall die while in the 
employ of the Company or a Subsidiary and shall not have fully exercised any
ISO, the ISO may be exercised, subject to the conditions that no ISO shall be
exercisable after the expiration of ten (10) years from the date it is granted,
or, in the case of a 10% Stockholder, five (5) years from the date it is
granted, to the extent that the Optionee's right to exercise such ISO had
accrued pursuant to this Article 2 at the time of his or her death and had not
previously been exercised, at any time within one (1) year after the Optionee's
death, by the personal representative of the Optionee or by any person or
persons who shall have acquired the ISO directly from the Optionee by bequest or
inheritance.

                 (c)      No ISO shall be transferable by the Optionee
otherwise than by will or the laws of descent and distribution.

                 (d)      During the lifetime of the Optionee, the ISO shall be
exercisable only by him or her and shall not be assignable or transferable and
no other person shall acquire any rights therein.

                 (e)      Transfers of employment between the Company and any
of its [Subsidiaries] [Affiliates] shall not be considered to be a termination
of employment for the purposes of this Plan.

         2.8     Rights as a Stockholder.  An Optionee shall have no rights as
a stockholder with respect to any shares covered by his or her ISO until the
date on which he or she becomes a record owner of the shares purchased upon the
exercise of the ISO (the "record ownership date").  No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior
to record ownership date, except as provided in Article 4.

         2.9     Modification, Extension and Renewal of Options.  Subject to
the terms and conditions and within the limitations of the Plan, the Committee
may modify, extend or renew outstanding ISOs granted under the Plan, or accept
the surrender of outstanding ISOs (to the extent not theretofore exercised) and
authorize the granting of new Options in substitution therefor (to the extent
not theretofore exercised).  The Committee shall not, however, modify any
outstanding ISO so as to specify a lower option price or accept the surrender
of outstanding ISOs and authorize the granting of new Options in substitution
therefor specifying a lower option price.  Notwithstanding the foregoing,
however, no modification of an ISO shall, without the consent of the Optionee,
adversely alter or otherwise impair any of the right or obligations under any
ISO theretofore granted under the Plan.

         2.10    Listing and Registration of Shares.  Each ISO shall be subject
to the requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
covered thereby upon any securities exchange or under any state or federal
laws, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such ISO or the issuance or purchase of shares thereunder, such ISO may not
be exercised unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.  Notwithstanding anything in the Plan to the
contrary, if the provisions of this Section 2.10 become operative, and if, as a





                                       6.
<PAGE>   7

result thereof, the exercise of an ISO is delayed, then and in that event, the
term of the ISO shall not be affected.

         2.11    Other Provisions.  The ISO certificates or agreements
authorized under the Plan shall contain such other provisions, including,
without limitation, restrictions upon the exercise of the ISO, as the Committee
shall deem advisable.  Any such certificate or agreement shall contain such
limitations and restrictions upon the exercise of the ISO as shall be necessary
in order that such ISO will be an incentive stock option as defined in Section
422 of the Code, or to conform to any change in the law.


                                   ARTICLE 3

               Terms and Conditions of Nonqualified Stock Options

         Any nonqualified stock option ("NSO") granted pursuant to the Plan
shall be authorized by the Committee and shall be evidenced by certificates or
agreements in such form as the Committee from time to time shall approve, which
certificates or agreements shall comply with and be subject to the terms and
conditions hereinafter specified.

         3.1     Number of Shares.  Each NSO shall state the number of shares
to which it pertains.

         3.2     Option Price.  Each NSO shall state the option price, which
price shall be determined by the Committee in its discretion.  In no event,
however, shall such price be less than 100% of the fair market value of the
shares of Common Stock on the date of the granting of the NSO.

         3.3     Method of Payment.  Each NSO shall state the method of payment
of the NSO price upon the exercise of the NSO.  The method of payment stated in
the NSO shall include payment (a) in United States dollars in cash or by check,
bank draft or money order payable to the order of the Company, or (b) in the
discretion of and in the manner determined by the Committee, by the delivery of
shares of Common Stock already owned by the Optionee, or (c) by any other
legally permissible means acceptable to the Committee at the time of the grant
of the NSO, or (d) in the discretion of the Committee, through a combination of
(a), (b) and (c) of this Section 3.3.  If the option price is paid in whole or
in part through the delivery of shares of Common Stock, the decision of the
Committee with respect to the fair market value of such shares shall be final
and conclusive.  [To the extent permitted by applicable law and regulations,
the Board and/or the Committee may, in their respective discretions, approve an
arrangement with a brokerage firm under which such brokerage firm, on behalf of
the person electing to exercise the options, pays to the Company the full
purchase price of the shares being purchased together with an amount equal to
any taxes which the Company is required to withhold in connection with the
exercise of the option and the Company, pursuant to an irrevocable notice from
such person, delivers the shares being purchased to such brokerage firm.]

         3.4     Term and Exercise of Options.  No NSO shall be exercisable
either in whole or in part prior to twelve (12) months from the date it is
granted.  The Committee, in its discretion exercised at the time that it grants
a NSO, shall establish such further restrictions on when a NSO shall become
partially or fully exercisable; provided, however, that such vesting provisions
established by the Committee at the 



                                      7.

<PAGE>   8

time of grant shall not permit the NSO to be exercised more rapidly than would
be permitted by the following chart:
                                    

<TABLE>
<CAPTION>
                                                                          Exercisable Percentage
         Number of Years From the                                          of Number of Shares
         Date the NSO is Granted                                      Originally Covered by Option                
         -----------------------                                      ----------------------------
         <S>                                                              <C>
         Less than three years                                                   0%
         3 years but less than 4 years                                           25%
         4 years but less than 5 years                                           50%
         5 years but less than 6 years                                           75%
         6 years or more                                                        100%
</TABLE>

         To the extent not exercised, exercisable installments of Options shall
be exercisable, in whole or in part, in any subsequent period, but not later
than the expiration date of the Option.  No NSO shall be exercisable after the
expiration of ten (10) years from the date it is granted.  Not less than one
hundred (100) shares may be exercised at any one time unless the number
exercised is the total number at the time exercisable under the NSO.

         Within the limits described above, the Committee may impose additional
requirements on the exercise of NSOs, including, but without limitation, the
expiration date of the Option.  When it deems special circumstances to exist,
the Committee in its discretion also may accelerate the time at which a NSO may
be exercised if, under previously established exercise terms, such NSO was not
immediately exercisable in full, even if the acceleration would permit the NSO
to be exercised more rapidly than the minimum vesting period set forth above in
the chart would permit.

         3.5     Notice of Grant of Option.  Upon the granting of any NSO to an
employee, the Committee shall promptly cause such employee to be notified of
the fact that such NSO has been granted.  The date on which the Committee
approves the grant of a NSO shall be considered to be the date on which such
NSO is granted.

         3.6     Death or Other Termination of Employment.

                 (a)      In the event that an Optionee (1) shall cease to be
employed by the Company or a Subsidiary because of his or her discharge for
dishonesty, or because he or she violated any material provision of any
employment or other agreement between him or her and the Company or a
Subsidiary, or (2) shall voluntarily resign or terminate his or her employment
with the Company or a Subsidiary under or followed by such circumstances as
would constitute a breach of any material provision of any employment or other
agreement between him or her and the Company or the Subsidiary, or (3) shall
have committed an act of dishonesty not discovered by the Company or a
Subsidiary prior to the cessation of his or her employment but that would have
resulted in his or her discharge if discovered prior to such date, or (4)
shall, either before or after cessation of his or her employment with the
Company or a Subsidiary, without the written consent of his or her employer or
former employer, use (except for the benefit of his or her employer or former
employer) or disclose to any other person any confidential information relating
to the continuation or proposed continuation of his or her employer's or former
employer's business or any trade secrets of the Company or a Subsidiary
obtained as a result of or in connection with such 





                                       8.
<PAGE>   9

employment, or (5) shall, either before or after the cessation of his or her
employment with the Company or a Subsidiary, without the written consent of his
or her employer or former employer, directly or indirectly, give advice to, or
serve as an employee, director, officer, partner or trustee of, or in any
similar capacity with, or otherwise directly or indirectly participate in the
management, operation or control of, or have any direct or indirect financial
interest in, any corporation, partnership or other organization that directly or
indirectly competes in any respect with the Company or any Subsidiary, then
forthwith from the happening of any such event, any NSO then held by him or her
shall terminate and become void to the extent that it them remains unexercised. 
In the event that an Optionee shall cease to be employed by the Company or a
Subsidiary for any reason other than his or her death or one or more of the
reasons set forth in the immediately preceding sentence, subject to the
condition that no Option shall be exercisable after the expiration of ten (10)
years from the date it is granted, such Optionee shall have the right to
exercise the NSO at any time within three (3) months after such termination of
employment to the extent his or her right to exercise such NSO had accrued
pursuant to this Article 3 at the date of such termination and had not
previously been exercised; such three-month limit shall be increased to one (1)
year for any Optionee who ceases to be employed by the Company or a Subsidiary
because he or she is disabled (within the meaning of Section 22(e)(3) of the
Code) or who dies during the three-month period and the NSO may be exercised
within such extended time limit by the Optionee or, in the case of death, the
personal representative of the Optionee or by any person or persons who shall
have acquired the NSO directly from the Optionee by bequest or inheritance. 
Whether an authorized leave of absence or absence for military or governmental
service shall constitute termination of employment for purposes of the Plan
shall be determined by the Committee, whose determination shall be final and
conclusive.

                 (b)      In the event that an Optionee shall die while in the
employ of the Company or a Subsidiary and shall not have fully exercised any
NSO, the NSO may be exercised, subject to the condition that no NSO shall be
exercisable after the expiration of ten (10) years from the date it is granted,
to the extent that the Optionee's right to exercise such NSO had accrued
pursuant to this Article 3 at the time of his or her death and had not
previously been exercised, at any time within one (1) year after the Optionee's
death, by the personal representative of the Optionee or by any person or
persons who shall have acquired the NSO directly from the Optionee by bequest
or inheritance.

                 (c)      No NSO shall be transferable by the Optionee
otherwise than by will or the laws of descent and distribution.

                 (d)      During the lifetime of the Optionee, the NSO shall be
exercisable only by him or her and shall not be assignable or transferable and
no other person shall acquire any rights therein.

                 (e)      Transfers of employment between the Company and any
of its [Subsidiaries] [Affiliates] shall not be considered to be a termination
of employment for the purposes of this Plan.

         3.7     Rights as a Stockholder.  An Optionee shall have no rights as
a stockholder with respect to any shares covered by his or her NSO until the
date on which he or she becomes a record owner of the shares purchased upon the
exercise of the NSO (the "record ownership date").  No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior
to the record ownership date, except as provided in Article 4.





                                      9.

<PAGE>   10

         3.8     Modification, Extension and Renewal of Options.  Subject to
the terms and conditions and within the limitations of the Plan, the Committee
may modify, extend or renew outstanding NSOs granted under the Plan, or accept
the surrender of outstanding NSOs, whether issued under this Plan or under any
other stock option plan of the Company (to the extent not theretofore
exercised) and authorize the granting of new Options in substitution therefor
(to the extent not theretofore exercised), including previously granted Options
having higher option prices.  Notwithstanding the foregoing, however, no
modification of a NSO shall, without the consent of the Optionee, adversely
alter or otherwise impair any of the rights or obligations under any NSO
theretofore granted under the Plan.

         3.9     Listing and Registration of Shares.  Each NSO shall be subject
to the requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
covered thereby upon any securities exchange or under any state or federal
laws, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such NSO or the issuance or purchase of shares thereunder, such NSO may not
be exercised unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.  Notwithstanding anything in the Plan to the
contrary, if the provisions of this Section 3.9 become operative, and if, as a
result thereof, the exercise of a NSO is delayed, then and in that event, the
term of the NSO shall not be affected.

         3.10    Other Provisions.  The NSO certificates or agreements
authorized under the Plan shall contain such other provisions, including,
without limitation, restrictions upon the exercise of the NSO, as the Committee
shall deem advisable.


                                   ARTICLE 4

                                 Miscellaneous

         4.1     Stock Adjustments.

                 (a)      In the event of any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split or other
division or consolidation of shares or the payment of a stock dividend (but
only on the Common Stock) or any other increase or decrease in the number of
such shares effected without any receipt of consideration by the Company, then,
in any such event, the number of shares of Common Stock that remain available
under the Plan, the number of shares of Common Stock covered by each
outstanding Option, the maximum number of shares as to which an Option or
Options may be granted to any one Optionee, and the purchase price per share of
Common Stock covered by each outstanding Option shall be proportionately and
appropriately adjusted for any such increase or decrease.

                 (b)      Subject to any required action by the stockholders,
if any change occurs in the shares of Common Stock by reason of any
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or of any similar change affecting the shares of Common
Stock, then, in any such event, the number and type of shares covered by each
outstanding Option, and the purchase price per share of Common Stock covered by
each outstanding Option, shall be proportionately and appropriately adjusted
for any such change.  A dissolution or liquidation of the Company shall cause
each outstanding Option to terminate.





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                 (c)      In the event of a change in the Common Stock as
presently constituted that is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any change shall be deemed to
be shares of Common Stock within the meaning of the Plan.

                 (d)      To the extent that the foregoing adjustments relate
to stock or securities of the Company, such adjustments shall be made by, and
in the discretion of, the Committee, whose determination in that respect shall
be final, binding and conclusive; provided, however, that any ISO granted
pursuant to pursuant to this Plan shall not be adjusted in a manner that causes
such ISO to fail to continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

                 (e)      Except as hereinabove expressly provided in this
Section 4.1, an Optionee shall have no rights by reason of any division or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease the number of shares of stock of any
class or by reason of any dissolution, liquidation, merger or consolidation, or
spin-off of assets or stock of another corporation; and any issuance by the
Company of shares of stock of any class, securities convertible into shares of
stock of any class, or warrants or options for shares of stock of any class
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to the
Option.

                 (f)      The grant of any Option pursuant to the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate, or to dissolve, to liquidate, to sell,
or to transfer all or any part of its business or assets.

         4.2     Term of the Plan.  The ISOs and NSOs may be granted pursuant
to the provisions of the Plan from time to time within a period of ten (10)
years from the date the Plan is adopted by the Board, or the date the Plan is
approved by the stockholders of the Company, whichever is earlier.

         4.3     Amendment of the Plan; Termination.  The Board may, insofar as
permitted by law, from time to time, with respect to any shares at the time not
subject to Options, suspend, discontinue or terminate the Plan or revise or
amend it in any respect whatsoever, except that, without approval of the
stockholders of the Company, no such revision or amendment shall change the
number of shares subject to the Plan, change the designation of the class of
employees eligible to receive Options, decrease the price at which Options may
be granted, otherwise materially increase the benefits accruing to Eligible
Employees under the Plan, or remove the administration of the Plan from the
Committee.  No termination or amendment of the Plan shall adversely affect the
rights of an Optionee under any then issued and outstanding Option, except with
the consent of such Optionee.  The foregoing prohibitions shall not be affected
by adjustments in shares and purchase price made in accordance with the
provisions of Section 4.1.  Furthermore, the Plan may not, without the approval
of the stockholders of the Company, be amended in any manner that will cause
Options issued under it to fail to meet, when appropriate, the requirements of
incentive stock options as defined in Section 422 of the Code.

         4.4     Application of Funds.  The proceeds received by the Company
from the sale of Common Stock pursuant to Options will be used for general
corporate purposes.




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         4.5     No Obligation to Exercise.  The granting of any Option under
the Plan shall impose no obligation upon any Optionee to exercise such Option.

         4.6     No Implied Rights to Employees.  The existence of the Plan,
and the granting of Options under the Plan, shall in no way give any employee
the right to continued employment, give any employee the right to receive any
Options or any additional Options under the Plan, or otherwise provide any
employee any rights not specifically set forth in the Plan or in any Options
granted under the Plan.

         4.7     Withholding.  Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company shall have
the right to require the Optionee to remit to the Company an amount sufficient
to satisfy any federal, state or local withholding tax liability prior to the
delivery of any certificate or certificates for such shares.  Whenever under
the Plan payments are to be made in cash, such payments shall be made net of an
amount sufficient to satisfy any federal, state or local withholding tax
liability.

         4.8     Conditions Precedent to Effectiveness.  The Plan shall become
effective upon the date that the Plan is adopted by the Board of Directors,
subject to the approval of the Plan by the stockholders of the Company within
12 months after its adoption by the Board.





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