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                                                                    EXHIBIT 10.9


                        GULF SOUTH MEDICAL SUPPLY, INC.

                                1997 STOCK PLAN


         1.      PURPOSE.  The purpose of the Gulf South Medical Supply, Inc.
1997 Stock Plan (the "Plan") is to encourage key employees of Gulf South
Medical Supply, Inc. (the "Company") and of any present or future parent or
subsidiary of the Company (collectively, "Related Corporations") and other
individuals who render services to the Company or a Related Corporation, by
providing opportunities to participate in the ownership of the Company and its
future growth through (a) the grant of options which qualify as "incentive
stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of
1986, as amended (the "Code"); (b) the grant of options which do not qualify as
ISOs ("Non-Qualified Options"); (c) awards of stock in the Company ("Awards");
and (d) opportunities to make direct purchases of stock in the Company
("Purchases").  Both ISOs and Non-Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options."  Options, Awards and
authorizations to make Purchases are referred to hereafter collectively as
"Stock Rights."  As used herein, the terms "parent" and "subsidiary" mean
"parent corporation" and "subsidiary corporation," respectively, as those terms
are defined in Section 424 of the Code.

         2.      ADMINISTRATION OF THE PLAN.

                          A.      BOARD OR COMMITTEE ADMINISTRATION.  The Plan
                 shall be administered by the Board of Directors of the Company
                 (the "Board") or, subject to paragraph 2(D) (relating to
                 compliance with Section 162(m) of the Code), by a committee
                 appointed by the Board (the "Committee").   Hereinafter, all
                 references in this Plan to the "Committee" shall mean the
                 Board if no Committee has been appointed.  Subject to
                 ratification of the grant or authorization of each Stock Right
                 by the Board (if so required by applicable state law), and
                 subject to the terms of the Plan, the Committee shall have the
                 authority to (i) determine to whom (from among the class of
                 employees eligible under paragraph 3 to receive ISOs) ISOs
                 shall be granted, and to whom (from among the class of
                 individuals and entities eligible under paragraph 3 to receive
                 Non-Qualified Options and Awards and to make Purchases)
                 Non-Qualified Options, Awards and authorizations to make
                 Purchases may be granted; (ii) determine the time or times at
                 which Options or Awards shall be granted or Purchases made;
                 (iii) determine the purchase price of shares subject to each
                 Option or Purchase, which prices shall not be less than the
                 minimum price specified in paragraph 6; (iv) determine whether
                 each Option granted shall be an ISO or a Non-Qualified Option;
                 (v) determine (subject to paragraph 7) the time or times when
                 each Option shall become exercisable and the duration of the
                 exercise period; (vi) extend the period during which
                 outstanding Options may be exercised; (vii) determine whether
                 restrictions such as repurchase options are to be imposed on
                 shares subject to Options, Awards and Purchases and the nature
                 of such restrictions, if any, and (viii) interpret the Plan
                 and prescribe and rescind rules and regulations relating to
                 it.  If the Committee
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                 determines to issue a Non-Qualified Option, it shall take
                 whatever actions it deems necessary, under Section 422 of the
                 Code and the regulations promulgated thereunder, to ensure
                 that such Option is not treated as an ISO.  The interpretation
                 and construction by the Committee of any provisions of the
                 Plan or of any Stock Right granted under it shall be final
                 unless otherwise determined by the Board.  The Committee may
                 from time to time adopt such rules and regulations for
                 carrying out the Plan as it may deem advisable.  No member of
                 the Board or the Committee shall be liable for any action or
                 determination made in good faith with respect to the Plan or
                 any Stock Right granted under it.

                          B.      COMMITTEE ACTIONS.  The Committee may select
                 one of its members as its chairman, and shall hold meetings at
                 such time and places as it may determine.  A majority of the
                 Committee shall constitute a quorum and acts of a majority of
                 the members of the Committee at a meeting at which a quorum is
                 present, or acts reduced to or approved in writing by all the
                 members of the Committee (if consistent with applicable state
                 law), shall be the valid acts of the Committee.  From time to
                 time the Board may increase the size of the Committee and
                 appoint additional members thereof, remove members (with or
                 without cause) and appoint new members in substitution
                 therefor, fill vacancies however caused, or remove all members
                 of the Committee and thereafter directly administer the Plan.

                          C.      GRANT OF STOCK RIGHTS TO BOARD MEMBERS.
                 Stock Rights may be granted to members of the Board.  All
                 grants of Stock Rights to members of the Board shall in all
                 respects be made in accordance with the provisions of this
                 Plan applicable to other eligible persons. Members of the
                 Board who either (i) are eligible to receive grants of Stock
                 Rights pursuant to the Plan or (ii) have been granted Stock
                 Rights may vote on any matters affecting the administration of
                 the Plan or the grant of any Stock Rights pursuant to the
                 Plan, except that no such member shall act upon the granting
                 to himself or herself of Stock Rights, but any such member may
                 be counted in determining the existence of a quorum at any
                 meeting of the Board during which action is taken with respect
                 to the granting to such member of Stock Rights.

                          D.      PERFORMANCE-BASED COMPENSATION.  The Board,
                 in its discretion, may take such action as may be necessary to
                 ensure that Stock Rights granted under the Plan qualify as
                 "qualified performance- based compensation" within the meaning
                 of Section 162(m) of the Code and applicable regulations
                 promulgated thereunder ("Performance-Based Compensation").
                 Such action may include, in the Board's discretion, some or
                 all of the following (i) if the Board determines that Stock
                 Rights granted under the Plan generally shall constitute
                 Performance-Based Compensation,  the Plan shall be
                 administered, to the extent required for such Stock Rights to
                 constitute Performance-Based Compensation, by a Committee
                 consisting solely of two or more "outside directors" (as
                 defined in applicable regulations promulgated under Section
                 162(m) of the Code), (ii) if any
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                 Non-Qualified Options with an exercise price less than the
                 fair market value per share of Common Stock are granted under
                 the Plan and the Board determines that such Options should
                 constitute Performance- Based Compensation, such options shall
                 be made exercisable only upon the attainment of a pre-
                 established, objective performance goal established by the
                 Committee, and such grant shall be submitted for, and shall be
                 contingent upon stockholder approval and (iii) Stock Rights
                 granted under the Plan may be subject to such other terms and
                 conditions as are necessary for compensation recognized in
                 connection with the exercise or disposition of such Stock
                 Right or the disposition of Common Stock acquired pursuant to
                 such Stock Right, to constitute Performance-Based
                 Compensation.

         3.      ELIGIBLE EMPLOYEES AND OTHERS.  ISOs may be granted only to
employees of the Company or any Related Corporation.  Non-Qualified Options,
Awards and authorizations to make Purchases may be granted to any employee,
officer or director (whether or not also an employee) or consultant of the
Company or any Related Corporation.  The Committee may take into consideration
a recipient's individual circumstances in determining whether to grant a Stock
Right.  The granting of any Stock Right to any individual or entity shall
neither entitle that individual or entity to, nor disqualify such individual or
entity from, participation in any other grant of Stock Rights.

         4.      STOCK.  The stock subject to Stock Rights shall be authorized
but unissued shares of Common Stock of the Company, par value $.01 per share
(the "Common Stock"), or shares of Common Stock reacquired by the Company in
any manner.  The aggregate number of shares which may be issued pursuant to the
Plan is 850,000, subject to adjustment as provided in paragraph 13.  If any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable
in whole or in part or shall be repurchased by the Company, the unpurchased
shares of Common Stock subject to such Option shall again be available for
grants of Stock Rights under the Plan.

         No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 595,000 shares of Common Stock
under the Plan during any fiscal year of the Company.  If any Option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or
in part or shall be repurchased by the Company, the shares subject to such
Option shall be included in the determination of the aggregate number of shares
of Common Stock deemed to have been granted to such employee under the Plan.

         5.      GRANTING OF STOCK RIGHTS.  Stock Rights may be granted under
the Plan at any time on or after March 3, 1997 and prior to March 4, 2007.  The
date of grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant.





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         6.      MINIMUM OPTION PRICE; ISO LIMITATIONS.

                          A.      PRICE FOR NON-QUALIFIED OPTIONS, AWARDS AND
                 PURCHASES.  Subject to paragraph 2(D) (relating to compliance
                 with Section 162(m) of the Code), the exercise price per share
                 specified in the agreement relating to each Non-Qualified
                 Option granted, and the purchase price per share of stock
                 granted in any Award or authorized as a Purchase, under the
                 Plan may not be less than the minimum legal consideration
                 required therefor under the laws of any jurisdiction in which
                 the Company or its successors in interest may be organized.

                          B.      PRICE FOR ISOS.  The exercise price per share
                 specified in the agreement relating to each ISO granted under
                 the Plan shall not be less than the fair market value per
                 share of Common Stock on the date of such grant.  In the case
                 of an ISO to be granted to an employee owning stock possessing
                 more than ten percent (10%) of the total combined voting power
                 of all classes of stock of the Company or any Related
                 Corporation, the price per share specified in the agreement
                 relating to such ISO shall not be less than one hundred ten
                 percent (110%) of the fair market value per share of Common
                 Stock on the date of grant.  For purposes of determining stock
                 ownership under this paragraph, the rules of Section 424(d) of
                 the Code shall apply.

                          C.      $100,000 ANNUAL LIMITATION ON ISO VESTING.
                 Each eligible employee may be granted Options treated as ISOs
                 only to the extent that, in the aggregate under this Plan and
                 all incentive stock option plans of the Company and any
                 Related Corporation, ISOs do not become exercisable for the
                 first time by such employee during any calendar year with
                 respect to stock having a fair market value (determined at the
                 time the ISOs were granted) in excess of $100,000.  The
                 Company intends to designate any Options granted in excess of
                 such limitation as Non-Qualified Options, and the Company
                 shall issue separate certificates to the optionee with respect
                 to Options that are Non-Qualified Options and Options that are
                 ISOs.

                          D.      DETERMINATION OF FAIR MARKET VALUE.  If, at
                 the time an Option is granted under the Plan, the Company's
                 Common Stock is publicly traded, "fair market value" shall be
                 determined as of the date of grant or, if the prices or quotes
                 discussed in this sentence are unavailable for such date, the
                 last business day for which such prices or quotes are
                 available prior to the date of grant and shall mean (i) the
                 average (on that date) of the high and low prices of the
                 Common Stock on the principal national securities exchange on
                 which the Common Stock is traded, if the Common Stock is then
                 traded on a national securities exchange; or (ii) the last
                 reported sale price (on that date) of the Common Stock on the
                 Nasdaq National Market, if the Common Stock is not then traded
                 on a national securities exchange; or (iii) the closing bid
                 price (or average of bid prices) last quoted (on that date) by
                 an established quotation service for over-the-counter
                 securities, if the Common Stock is not reported on the Nasdaq
                 National Market.  If the Common





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                 Stock is not publicly traded at the time an Option is granted
                 under the Plan, "fair market value" shall mean the fair value
                 of the Common Stock as determined by the Committee after
                 taking into consideration all factors which it deems
                 appropriate, including, without limitation, recent sale and
                 offer prices of the Common Stock in private transactions
                 negotiated at arm's length.

         7.      OPTION DURATION.  Subject to earlier termination as provided
in paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as
determined under paragraph 6(B).  Subject to earlier termination as provided in
paragraphs 9 and 10, the term of each ISO shall be the term set forth in the
original instrument granting such ISO, except with respect to any part of such
ISO that is converted into a Non-Qualified Option pursuant to paragraph 16.

         8.      EXERCISE OF OPTION.  Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:

                          A.      VESTING.  The Option shall either be fully
                 exercisable on the date of grant or shall become exercisable
                 thereafter in such installments as the Committee may specify.

                          B.      FULL VESTING OF INSTALLMENTS.  Once an
                 installment becomes exercisable, it shall remain exercisable
                 until expiration or termination of the Option, unless
                 otherwise specified by the Committee.

                          C.      PARTIAL EXERCISE.  Each Option or installment
                 may be exercised at any time or from time to time, in whole or
                 in part, for up to the total number of shares with respect to
                 which it is then exercisable.

                          D.      ACCELERATION OF VESTING.  The Committee shall
                 have the right to accelerate the date that any installment of
                 any Option becomes exercisable; provided that the Committee
                 shall not, without the consent of an optionee, accelerate the
                 permitted exercise date of any installment of any Option
                 granted to any employee as an ISO (and not previously
                 converted into a Non-Qualified Option pursuant to paragraph
                 16) if such acceleration would violate the annual vesting
                 limitation contained in Section 422(d) of the Code, as
                 described in paragraph 6(C).

         9.      TERMINATION OF EMPLOYMENT.  Unless otherwise specified in the
agreement relating to such ISO, if an ISO optionee ceases to be employed by the
Company and all Related Corporations other than by reason of death or
disability as defined in paragraph 10, no further installments of his or her
ISOs shall become exercisable, and his or her ISOs shall terminate on



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the earlier of (a) three months after the  date of termination of his or her
employment, or (b)  their specified expiration dates, except to the extent that
such ISOs (or unexercised installments thereof) have been converted into
Non-Qualified Options pursuant to paragraph 16.  For purposes of this paragraph
9, employment shall be considered as continuing uninterrupted during any bona
fide leave of absence (such as those attributable to illness, military
obligations or governmental service) provided that the period of such leave
does not exceed 90 days or, if longer, any period during which such optionee's
right to reemployment is guaranteed by statute or by contract.  A bona fide
leave of absence with the written approval of the Committee shall not be
considered an interruption of employment under this paragraph 9, provided that
such written approval contractually obligates the Company or any Related
Corporation to continue the employment of the optionee after the approved
period of absence.  ISOs granted under the Plan shall not be affected by any
change of employment within or among the Company and Related Corporations, so
long as the optionee continues to be an employee of the Company or any Related
Corporation.  Nothing in the Plan shall be deemed to give any grantee of any
Stock Right the right to be retained in employment or other service by the
Company or any Related Corporation for any period of time.

         10.     DEATH; DISABILITY.

                          A.      DEATH.  If an ISO optionee ceases to be
                 employed by the Company and all Related Corporations by reason
                 of his or her death, any ISO owned by such optionee may be
                 exercised, to the extent otherwise exercisable on the date of
                 death, by the estate, personal representative or beneficiary
                 who has acquired the ISO by will or by the laws of descent and
                 distribution, until the earlier of (i) the specified
                 expiration date of the ISO or (ii) 180 days from the date of
                 the optionee's death.

                          B.      DISABILITY.  If an ISO optionee ceases to be
                 employed by the Company and all Related Corporations by reason
                 of his or her disability, such optionee shall have the right
                 to exercise any ISO held by him or her on the date of
                 termination of employment, for the number of shares for which
                 he or she could have exercised it on that date, until the
                 earlier of (i) the specified expiration date of the ISO or
                 (ii) 180 days from the date of the termination of the
                 optionee's employment.  For the purposes of the Plan, the term
                 "disability" shall mean "permanent and total disability" as
                 defined in Section 22(e)(3) of the Code or any successor
                 statute.

         11.     ASSIGNABILITY.  No ISO shall be assignable or transferable by
the optionee except by will or by the laws of descent and distribution, and
during the lifetime of the optionee shall be exercisable only by such optionee.
Stock Rights other than ISOs shall be transferable to the extent set forth in
the agreement relating to such Stock Right.

         12.     TERMS AND CONDITIONS OF OPTIONS.  Options shall be evidenced
by instruments (which need not be identical) in such forms as the Committee may
from time to time approve.  Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11


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hereof and may contain such other provisions as the Committee deems advisable
which are not inconsistent with the Plan, including restrictions applicable to
shares of Common Stock issuable upon exercise of Options.  The Committee may
specify that any Non-Qualified Option shall be subject to the restrictions set
forth herein with respect to ISOs, or to such other termination and
cancellation provisions as the Committee may determine.  The Committee may from
time to time confer authority and responsibility on one or more of its own
members and/or one or more officers of the Company to execute and deliver such
instruments.  The proper officers of the Company are authorized and directed to
take any and all action necessary or advisable from time to time to carry out
the terms of such instruments.

         13.     ADJUSTMENTS.  Upon the occurrence of any of the following
events, an optionee's rights with respect to Options granted to such optionee
hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the written agreement between the optionee and the
Company relating to such Option:

                          A.      STOCK DIVIDENDS AND STOCK SPLITS.  If the
                 shares of Common Stock shall be subdivided or combined into a
                 greater or smaller number of shares or if the Company shall
                 issue any shares of Common Stock as a stock dividend on its
                 outstanding Common Stock, the number of shares of Common Stock
                 deliverable upon the exercise of Options shall be
                 appropriately increased or decreased proportionately, and
                 appropriate adjustments shall be made in the purchase price
                 per share to reflect such subdivision, combination or stock
                 dividend.

                          B.      CONSOLIDATIONS OR MERGERS.  If the Company is
                 to be consolidated with or acquired by another entity in a
                 merger or other reorganization in which the holders of the
                 outstanding voting stock of the Company immediately preceding
                 the consummation of such event, shall, immediately following
                 such event, hold, as a group, less than a majority of the
                 voting securities of the surviving or successor entity, or in
                 the event of a sale of all or substantially all of the
                 Company's assets or otherwise (each, an "Acquisition"), the
                 Committee or the board of directors of any entity assuming the
                 obligations of the Company hereunder (the "Successor Board"),
                 shall, as to outstanding Options, either (i) make appropriate
                 provision for the continuation of such Options by substituting
                 on an equitable basis for the shares then subject to such
                 Options either (a) the consideration payable with respect to
                 the outstanding shares of Common Stock in connection with the
                 Acquisition, (b) shares of stock of the surviving or successor
                 corporation or (c) such other securities as the Successor
                 Board deems appropriate, the fair market value of which shall
                 not materially exceed the fair market value of the shares of
                 Common Stock subject to such Options immediately preceding the
                 Acquisition; or (ii) terminate all Options in exchange for a
                 cash payment to be paid by the entity assuming the obligations
                 of the Company hereunder equal to the excess of the fair
                 market value of the shares subject to such Options (to the
                 extent then exercisable or to be exercisable as a result of
                 the Acquisition) over the exercise price thereof; or (iii)
                 take any other action as may



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                 be consistent with this Plan, the original instruments
                 granting such Options and tax and accounting rules applicable
                 thereto.

                          C.      RECAPITALIZATION OR REORGANIZATION.  In the
                 event of a recapitalization or reorganization of the Company
                 (other than a transaction described in subparagraph B above)
                 pursuant to which securities of the Company or of another
                 corporation are issued with respect to the outstanding shares
                 of Common Stock, an optionee upon exercising an Option shall
                 be entitled to receive for the purchase price paid upon such
                 exercise the securities he or she would have received if he or
                 she had exercised such Option prior to such recapitalization
                 or reorganization.

                          D.      MODIFICATION OF ISOS.  Notwithstanding the
                 foregoing, any adjustments made pursuant to subparagraphs A, B
                 or C with respect to ISOs shall be made only after the
                 Committee, after consulting with counsel for the Company,
                 determines whether such adjustments would constitute a
                 "modification" of such ISOs (as that term is defined in
                 Section 424 of the Code) or would cause any adverse tax
                 consequences for the holders of such ISOs.  If the Committee
                 determines that such adjustments made with respect to ISOs
                 would constitute a modification of such ISOs or would cause
                 adverse tax consequences to the holders, it may refrain from
                 making such adjustments.

                          E.      DISSOLUTION OR LIQUIDATION.  In the event of
                 the proposed dissolution or liquidation of the Company, each
                 Option will terminate immediately prior to the consummation of
                 such proposed action or at such other time and subject to such
                 other conditions as shall be determined by the Committee.

                          F.      ISSUANCES OF SECURITIES.  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 subject to Options.  No adjustments shall be made for
                 dividends paid in cash or in property other than securities of
                 the Company.

                          G.      FRACTIONAL SHARES.  No fractional shares
                 shall be issued under the Plan and the optionee shall receive
                 from the Company cash in lieu of such fractional shares.

                          H.      ADJUSTMENTS.  Upon the happening of any of
                 the events described in subparagraphs A, B or C above, the
                 class and aggregate number of shares set forth in paragraph 4
                 hereof that are subject to Stock Rights which previously have
                 been or subsequently may be granted under the Plan shall also
                 be appropriately adjusted to reflect the events described in
                 such subparagraphs.  The Committee or the Successor Board
                 shall determine the specific adjustments to be made under


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                 this paragraph 13 and, subject to paragraph 2, its
                 determination shall be conclusive.

         14.     MEANS OF EXERCISING OPTIONS.  An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company
at its principal office address, or to such transfer agent as the Company shall
designate.  Such notice shall identify the Option being exercised and specify
the number of shares as to which such Option is being exercised, accompanied by
full payment of the purchase price therefor either (a) in United States dollars
in cash or by check, (b) at the discretion of the Committee, through delivery
of shares of Common Stock having a fair market value equal as of the date of
the exercise to the cash exercise price of the Option, (c) at the discretion of
the Committee, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the lowest
applicable Federal rate, as defined in Section 1274(d) of the Code, (d) at the
discretion of the Committee and consistent with applicable law, through the
delivery of an assignment to the Company of a sufficient amount of the proceeds
from the sale of the Common Stock acquired upon exercise of the Option and an
authorization to the broker or selling agent to pay that amount to the Company,
which sale shall be at the participant's direction at the time of exercise, or
(e) at the discretion of the Committee, by any combination of (a), (b), (c) and
(d) above.  If the Committee exercises its discretion to permit payment of the
exercise price of an ISO by means of the methods set forth in clauses (b), (c),
(d) or (e) of the preceding sentence, such discretion shall be exercised in
writing at the time of the grant of the ISO in question.  The holder of an
Option shall not have the rights of a shareholder with respect to the shares
covered by such Option until the date of issuance of a stock certificate to
such holder for such shares.  Except as expressly provided above in paragraph
13 with respect to changes in capitalization and stock dividends, no adjustment
shall be made for dividends or similar rights for which the record date is
before the date such stock certificate is issued.

         15.     TERM AND AMENDMENT OF PLAN.  This Plan was adopted by the
Board on March 3, 1997, subject, with respect to the validation of ISOs granted
under the Plan, to approval of the Plan by the stockholders of the Company at
the next Meeting of Stockholders or, in lieu thereof, by written consent.  If
the approval of stockholders is not obtained prior to March 3, 1998, any grants
of ISOs under the Plan made prior to that date will be Non-Qualified Options.
The Plan shall expire at the end of the day on March 3, 2007 (except as to
Options outstanding on that date).  Subject to the provisions of paragraph 5
above, Options may be granted under the Plan prior to the date of stockholder
approval of the Plan.  The Board may terminate or amend the Plan in any respect
at any time, except that, without the approval of the stockholders obtained
within 12 months before or after the Board adopts a resolution authorizing any
of the following actions: (a)  the provisions of paragraph 3 regarding
eligibility for grants of ISOs may not be modified; (b) the provisions of
paragraph 6(B) regarding the exercise price at which shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); and (c) the expiration date of the Plan may not be extended. Except as
otherwise provided in this paragraph 15, in no event may action of the Board or
stockholders alter or impair


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the rights of a grantee, without such grantee's consent, under any Stock Right
previously granted to such grantee.

         16.     MODIFICATIONS OF ISOS; CONVERSION OF ISOS INTO NON-QUALIFIED
OPTIONS. Subject to paragraph 13(D), without the prior written consent of the
holder of an ISO, the Committee shall not alter the terms of such ISO
(including the means of exercising such ISO) if such alteration would
constitute a modification (within the meaning of Section 424(h)(3) of the
Code).  The Committee, at the written request or with the written consent of
any optionee, may in its discretion take such actions as may be necessary to
convert such optionee's ISOs (or any installments or portions of installments
thereof) that have not been exercised on the date of conversion into
Non-Qualified Options at any time prior to the expiration of such ISOs,
regardless of whether the optionee is an employee of the Company or a Related
Corporation at the time of such conversion.  Such actions may include, but
shall not be limited to, extending the exercise period or reducing the exercise
price of the appropriate installments of such ISOs.  At the time of such
conversion, the Committee (with the consent of the optionee) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Committee in its discretion may determine, provided that such conditions shall
not be inconsistent with this Plan.  Nothing in the Plan shall be deemed to
give any optionee the right to have such optionee's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Committee takes appropriate action.  Upon the taking of such action, the
Company shall issue separate certificates to the optionee with respect to
Options that are Non-Qualified Options and Options that are ISOs.

         17.     APPLICATION OF FUNDS.  The proceeds received by the Company
from the sale of shares pursuant to Options granted and Purchases authorized
under the Plan shall be used for general corporate purposes.

         18.     NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.  By accepting
an ISO granted under the Plan, each optionee agrees to notify the Company in
writing immediately after such optionee makes a Disqualifying Disposition (as
described in Sections 421, 422 and 424 of the Code and regulations thereunder)
of any stock acquired pursuant to the exercise of ISOs granted under the Plan.
A Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

         19.     WITHHOLDING OF ADDITIONAL INCOME TAXES.  Upon the exercise of
a Non-Qualified Option, the transfer of a Non-Qualified Stock Option pursuant
to an arm's-length transaction, the grant of an Award, the making of a Purchase
of Common Stock for less than its fair market value, the making of a
Disqualifying Disposition (as defined in paragraph 18), the vesting or transfer
of restricted stock or securities acquired on the exercise of an Option
hereunder, or the making of a distribution or other payment with respect to
such stock or securities, the Company may withhold taxes in respect of amounts
that constitute compensation includible in gross income.  The Committee in its
discretion may condition (i) the exercise of an Option, (ii) the transfer of a
Non-Qualified Stock Option, (iii) the grant of an Award, (iv) the making of a
Purchase of Common Stock for less than its fair market value, or (v) the
vesting or

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transferability of restricted stock or securities acquired by exercising an
Option, on the grantee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the grantee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
grantee's delivery of previously held shares of Common Stock or the withholding
from the shares of Common Stock otherwise deliverable upon exercise of a Option
shares having an aggregate fair market value equal to the amount of such
withholding taxes.

         20.     GOVERNMENTAL REGULATION.  The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval
of any governmental authority required in connection with the authorization,
issuance or sale of such shares.

         Government regulations may impose reporting or other obligations on
the Company with respect to the Plan.  For example, the Company may be required
to send tax information statements to employees and former employees that
exercise ISOs under the Plan, and the Company may be required to file tax
information returns reporting the income received by grantees of Options in
connection with the Plan.

         21.     GOVERNING LAW.  The validity and construction of the Plan and
the instruments evidencing Stock Rights shall be governed by the laws of
Delaware, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.