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                                                               EXHIBIT 10.1.3

                                   RESTATED                     
                               TELXON CORPORATION
                             1990 STOCK OPTION PLAN
                       AS AMENDED THROUGH AND EFFECTIVE
                            AS OF AUGUST 31, 1995



     1.   PURPOSE OF THE PLAN.   The purpose of this plan is to
promote the best interests of the Company and its stockholders by
enabling the Company and its Subsidiaries to attract and retain
highly qualified personnel through rewarding valued employees with
the opportunity, pursuant to Options granted under the plan, to
acquire a proprietary interest in the Company and thereby encourage
them to put forth their maximum efforts for the continued success
and growth of the Company.


     2.   DEFINITIONS.  In addition to such other capitalized terms
as are defined elsewhere in this plan, the following terms shall
when used in this Plan have the respective meanings set forth
below:


          (a) "Act" means the Securities Exchange Act of 1934, as
     amended from time to time.


          (b) "Authorized Shares" means the maximum aggregate
     number of shares of Common Stock specified in Section 3(a) as
     being authorized for issuance and sale under Options granted
     pursuant to the plan, subject to adjustment thereof in
     accordance with Section 12 of the Plan.


          (c) "Board"  means the Board of Directors of the Company.


          (d) "Code" means the Internal Revenue Code of 1986, as
     amended from time to time.


          (e) "Commission" means the United States Securities and
     Exchange Commission.


          (f) "Committee" means the Committee appointed by the
     Board in accordance with Paragraph (a) of Section 4 of the
     Plan, if a Committee is appointed.  If, with respect to any
     individual grant of Options under this Plan, any member or
     members of the Committee would cause such Committee not to
     satisfy the disinterested administration requirement of
     Rule 16b-3, as then applicable to the Company under the Act,
     or the "outside director" administration requirement of Code
     Section 162(m)(4)(C) and the regulations thereunder, then in such
     event the Committee shall be comprised of the Committee
     without such member or members.  If no Committee has been
     appointed, any reference to the "Committee" shall be deemed a
     reference to the "Board".

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      (g) "Common Stock" means the Common Stock, par value
$.01 per share, of the Company.


      (h) "Company" means Telxon Corporation, a Delaware
corporation.


      (i) "Continuous Employment" means with respect to any
Employee, the continued employment of such Employee by the Company or any
Subsidiary without interruption or termination after the grant of an
Option to such Employee.  Continuous Employment shall not be considered
interrupted in the case of sick leave, military leave or any other leave
of absence approved by the Board (provided that such leave is for a period
of not more than ninety (90) days or re-employment upon the expiration of
such leave is mandated by contract or statute) or in the case of
transfers between locations of the Company or between the Company, any
Subsidiary or any of their respective successors.
   

      (j) "Employee" means any person, including officers and
directors who are also officers, employed by the Company or
any Subsidiary. The payment of director's fees by the Company
shall not be sufficient to constitute a person as an
"Employee" of the Company.


      (k) "Option" means a right granted to an Employee
pursuant to the Plan to purchase a specified number of shares
of Common Stock at a specified price during a specified period
and on such other terms and conditions as may be specified
pursuant to the Plan. Options may be granted as Tax Qualified
Options or as Options which do not qualify as Tax Qualified
Options.


      (l) "Option Agreement" means the written agreement
evidencing an Option by and between the Company and the
Optionee as required by Section 14.


      (m) "Optioned Stock" means the Company Stock subject to
an Option.


      (n) "Optionee" means an Employee who receives an Option.


      (o) "Plan" means this 1990 Stock Option Plan.


      (p) "Predecessor Plan" means the Company's 1988 Stock
Option Plan.


      (q) "Repricing Transaction" means any grant(s) of
Option(s) reasonably related to any prior or potential
Option(s), whether by an exchange of existing Options or
Options with new terms; the grant of new Options in tandem
with previously granted Options that will operate to cancel
the previously granted Options upon exercise, repricing of
previously granted Options or any other grant which would be
required to be reported as a repricing under Item 402(i) of
Regulation S-K promulgated under the Act; but excluding any
repricing occurring through the operation of the antidilution
provisions of Section 12 of the Plan.


      (r) "Rule 16b-3" means Rule 16b-3 promulgated by the
Commission under the Act or any similar successor regulation
exempting certain transactions involving stock-based
compensation arrangements from the liability provisions of



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Section 16 of the Act, as adopted and amended from time to
time and as interpreted by formal or informal opinions of, and
releases published or other interpretive advice provided by,
the Staff of the Commission.


      (s) "Section 16 Person" means an Employee who is subject
to Section 16 of the Act, as interpreted by the rules and
regulations promulgated by the Commission thereunder, as
adopted and amended from time to time, and by formal or
informal opinions of, and releases published or other
interpretive advice provided by, the Staff of the Commission.


      (t) "Securities Law Requirements" means the Act and the
rules and regulations promulgated by the Commission
thereunder, as adopted and amended from time to time,
including but not limited to Rule 16b-3, and as interpreted by
formal or informal opinions of, and releases published or
other interpretive advice provided by, the Staff of the
Commission, and the requirements of any stock exchange,
automated interdealer quotation system or other recognized
securities market on which the Common Stock is listed or
traded or in which the Common Stock is included, as adopted
and amended from time to time and as interpreted by formal or
informal opinions of, and other interpretive advice, provided
by the representatives of such stock exchange, quotation
system or other securities market.


      (u) "Shares" means the Common Stock as adjusted in
accordance with Section 12 of the Plan.


      (v) "Subsidiary" means a corporation of which not less
than fifty percent (50%) of the voting shares are owned by the
Company or a Subsidiary, whether or not such corporation now
exists or is hereafter organized or acquired by the Company or
a Subsidiary.


      (w) "Successor" means the estate of an Optionee or a
person who succeeds by will or the laws of descent and
distribution to an Optionee's right to exercise an Option.

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     (x) "Tax Qualified Option" means an Option which is
intended at the time of grant to qualify for special tax
treatment under Section 422A or other particular provisions of
the Code and the regulations, rulings and procedures
promulgated, published or otherwise provided thereunder, as
adopted and amended from time to time.


3.   STOCK SUBJECT TO THE PLAN.


     (a) Number of Shares Issuable. Subject to adjustment in
accordance with the provisions of Section 12 of the Plan, the
maximum aggregate number of Authorized Shares which may be
issued and sold under Options granted pursuant to the Plan is 
equal to the sum of the following:


          (i)    Pre-1995  Authorized  Shares.     2,500,000
     shares of Common Stock, plus such number of the 1,200,000
     shares of Common Stock authorized for issuance and sale
     under the Predecessor Plan which (A) as of the October 18,
     1990 date this Plan was originally approved by the 
     stockholders of the Company, were not subject to grants 
     (including conditional grants) of stock options then 
     outstanding under the Predecessor Plan (from and after 
     stockholder approval of this Plan, no further grants shall
     be made under the Predecessor Plan, but any grants (including
     conditional grants) of stock options outstanding under the 
     Predecessor Plan at the time of such approval shall continue
     in full force and effect in accordance with their respective
     terms) or (B) to the extent grants (including conditional 
     grants) outstanding under the Predecessor Plan as of the date
     of original stockholder approval of this Plan are not 
     exercised in full, are, as of any subsequent date, (x) issued
     pursuant to the exercise of a stock option granted under the
     Predecessor Plan in an amount equal to the number of
     Shares already owned by the person exercising such stock
     option which are delivered by such person to the Company
     in payment of the exercise price and/or related
     withholding taxes, (y) withheld by the Company, in
     payment of the withholding taxes with respect to the
     exercise of a stock option granted under the Predecessor
     Plan, from the total number of Shares with respect to
     which such option is exercised, or (z) no longer subject
     to grants under the Predecessor Plan by reason of such
     grants having expired or lapsed or having been cancelled,
     surrendered, forfeited or otherwise terminated, plus


          (ii)   1995 Authorized Shares. 850,000 Shares of 
     Common Stock (the "1995 Authorized Shares").


The inclusion under this Plan of such shares reserved for
issuance and sale under the Predecessor Plan as hereinabove



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provided shall not be affected by the expiration or other
termination of the Predecessor Plan.  The Shares issued and
sold upon the exercise of Options may be treasury Shares,
Shares of original issue or a combination thereof.


     (b) Computation of Shares Available for Grant.  For
purposes of computing the number of Authorized Shares
available from time to time under the Plan for the grant of
Options, the number of Shares subject to each Option granted
pursuant to the Plan shall be provisionally counted against
the Authorized Shares from and after the grant of such Option
but only for so long as and to the extent that such Option
shall remain outstanding and unexercised.  Upon the exercise,
in whole or in part, of an Option, the number of Shares issued
upon such exercise shall be permanently deducted from the
authorized Shares, provided that no such permanent deduction
shall be made, and the provisional deduction against the
Authorized Shares shall be reversed, to the extent that the
exercise price and/or the withholding taxes with respect to
such exercise are paid through the delivery to the Company by
the person exercising the option of Shares already owned by
such person and/or through the withholding by the Company of
Shares from the total number of Shares with respect to which
the Option is exercised.  The provisional deduction against
the Authorized Shares shall likewise be reversed to the extent
of the unexercised portion of an Option upon the expiration,
lapse, cancellation, surrender, forfeiture or other
termination of such Option.  The Shares covered by any such
reversal of a provisional deduction against the Authorized
Shares shall immediately become available for the granting of
new Options under the Plan with respect thereto; provided,
however, that any Shares covered by any such reversal which
were 1995 Authorized Shares shall be subject to the
restrictions set forth in Section 4(c) of the Plan.


4.   ADMINISTRATION OF THE PLAN.


     (a) Procedure. The Plan shall be administered by the
Board or the Board may, in its discretion, appoint a Committee
to administer the Plan subject to such terms and conditions as
the Board may prescribe; provided that the terms upon which,
including the time or times at or within which, and the price
or prices at which Shares may be purchased upon the exercise
of Options shall be approved or ratified by such action of the
Board or a committee duly designated by the Board from its
members as may be required by the Delaware General Corporation
Law, as amended from time to time.  Once appointed, the
Committee shall continue to serve until otherwise directed by
the Board.  From time to time the Board may increase the size
of the Committee and may appoint additional members thereof,
remove members (with or without cause), fill vacancies however

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caused and remove all members of the Committee and thereafter
directly administer the Plan.


     (b) Powers of the Committee.  Subject to the provisions
of this Plan, the Committee shall have the authority, in its
sole discretion:


          (i)    To determine,  upon  review  of  relevant
     information in accordance with Section 7(b) of the Plan,
     the "Fair Market Value" (as defined in said Section 7(b))
     of the Shares;


          (ii)   To determine the Employees to whom, and the
     time or times at which, Options shall be granted and the
     number of Shares (up to a maximum of 500,000 Shares with
     respect to which Options may be granted to any individual
     in any one fiscal year of the Company) subject to
     purchase upon exercise of each Option (except as expressly
     set forth above in this Section 4(b)(ii) and such 
     restrictions thereon as may be imposed by applicable tax 
     laws which will have to be observed if the Committee 
     intends that a particular Option qualify as a Tax 
     Qualified Option, there is no limit on the time following
     the adoption or approval of this Plan within which Options
     may be granted under the Plan so long as it remains in 
     effect, on the number of Options which may be granted to
     any one Employee or on the aggregate number of Shares 
     subject to purchase thereunder);


          (iii)  To determine the terms and provisions of
     each Option (which terms and provisions need not be
     identical), including, but not limited to, the following:


                 (A) The exercise price per Share, subject
          to the provisions of Section 7 of the Plan; and


                 (B)  Whether Options shall become
          exercisable over a period of time and when they
          shall be fully exercisable;


          (iv)   To accelerate the time as of which any
     Option may be exercised;


          (v)    To amend any outstanding Option, subject to
     the provisions of Section 19 of the Plan;


          (vi)   To authorize any person  to prepare and
     execute on behalf of the Company any instrument deemed by
     the Committee to be necessary or advisable to evidence or
     effectuate the Plan, any Option granted thereunder or any
     amendment to the Plan or any Option;

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               (vii) To interpret the Plan;


               (viii) To prescribe, amend and rescind, if deemed
          necessary or appropriate, rules and regulations relating
          to the Plan; and


               (ix) To make all other determinations the
          Committee may deem necessary or advisable in connection
          with the administration of the Plan.


          (c) Certain Limitations Applicable To Options Granted
     With Respect to 1995 Authorized Shares. Notwithstanding any
     other provision of the Plan, neither the Committee nor the
     Board shall, with respect to any Option granted under the Plan
     with respect to any 1995 Authorized Shares, provide for an
     "Option Term" (as defined in Section 6 of the Plan) of greater
     than eight (8) years from the date of grant thereof or approve
     any Repricing Transaction.


          (d) Effects of Board and Committee Decisions. All
     decisions, determinations and actions of the Board and the
     Committee in connection with the construction, interpretation,
     administration, application, operation and implementation of
     the Plan shall be final, conclusive and binding on the
     Company, its stockholders and Subsidiaries, all Employees and
     Optionees and the respective legal representatives, heirs,
     successors and assigns of all of the foregoing and all other
     persons claiming under or through any of them.


          (e) Exculpation and Indemnification. No member of the
     Board on the Committee, and no Employee or other agent acting
     on behalf of the Board or the Committee, shall be personally
     liable for any decision, determination or action made or
     taken, or failed to be made or taken, with respect to this
     Plan or any Option granted hereunder, and the Company shall
     fully protect each such person in respect of any such
     decision, determination or action and shall indemnify each
     such person against any and all claims, losses, damages,
     expenses and liabilities arising from or in connection with
     any such decision, determination or action.


     5.   ELIGIBILITY.  Options may be granted only to Employees
who, in the sole judgment of the Committee, have contributed or
will contribute to the success and growth of the Company.  An
Employee to whom the Company has previously granted a stock option
pursuant to this Plan or otherwise may, if he is otherwise
eligible, be granted additional Options.


     The existence of this Plan shall not create in any Employee
any right to be granted an Option hereunder, and neither the
existence of this Plan nor the granting of any Options to any
Employee hereunder shall confer upon such Employee any right with


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respect to continuation of the employment of such Employee by the
Company or any Subsidiary or shall in any way interfere with or
limit the right which such Employee, the Company or any Subsidiary
may otherwise have to terminate such employment at any time with or
without cause.  Upon the termination of any Employee's employment
with the Company or any Subsidiary, neither the Company nor any
Subsidiary shall have any liability or obligation to such Employee
under this Plan or any Options granted to such Employee hereunder
except to issue the appropriate number of Shares to such Employee
upon the exercise of any Option granted to such Employee under this
Plan prior to such termination of employment, provided that such
exercise is duly and timely made in accordance with the provisions
of this Plan and such Option.


      6.  TERM OF OPTIONS. Except as may otherwise be specified by
the Committee in its sole discretion at the time of grant thereof
and reflected in the Option Agreement evidencing such Option, the
term at the end of which each Option shall expire (the "Option 
Term") shall be ten (10) years (eight (8) years in the
case of Options with respect to 1995 Authorized Shares) from the
date of grant thereof, provided that the Committee, if it intends
that a particular Option qualify as a Tax Qualified Option, will
have to observe such restrictions on the term of such Option as may
be imposed by the applicable tax laws in order for such Option so
to qualify.  Each Option shall continue in effect in accordance
with its terms notwithstanding that the Plan may be terminated
prior to the expiration of the term of such Option.


      7.  EXERCISE PRICE.


           (a) Minimum Price Required. The per Share exercise
      price for the Shares subject to an Option shall be such price
      as is determined by the Committee at the time of grant of an
      Option and reflected in the Option Agreement evidencing the
      same; provided that in no event shall such exercise price per
      Share be less than the Fair Market Value per Share as of the
      day prior to the date of grant of such Option.


           (b) Definition of "Fair Market Value". For all purposes
      under the Plan, "Fair Market Value" per Share shall be
      determined by the Committee in its sole discretion; provided
      that if the Shares are included in the Nasdaq National Market
      or listed on a stock exchange on the date as of which the same
      is to be determined, the Fair Market Value per Share shall be
      the closing price on such quotation system or exchange which 
      is the principal trading market for the Shares on the date of
      determination or, if no sale price was reported for the Shares
      on the date of determination, the closing price on such 
      principal trading market for the last trading day prior to 
      the date of determination for which a sale price was reported;
      provided further, however, that if the foregoing method of 
      determining Fair Market Value is inconsistent with


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      the then existing tax law requirements with respect to any
      Option which the Committee intends to qualify as a Tax
      Qualified Option, then the Fair Market Value per Share shall
      be determined by the Committee in such manner as is required
      for such Tax Qualified Option to qualify as such.


      8.  WITHHOLDING TAXES. Before a stock certificate evidencing
the Shares being acquired through exercise of an Option will be
issued to the Optionee, the Optionee must pay, or make arrangements
acceptable to the Company for the payment of, any and all federal,
state and local withholding taxes, whether domestic or foreign,
required to be withheld in connection with the exercise of an
Option.


      9.  FORM OF PAYMENT.


           (a) Acceptable Forms of Consideration. Except as may
      otherwise be specified by the Committee in its sole discretion
      at the time of grant thereof and reflected in the Option
      Agreement evidencing such Option, the following forms of
      consideration will be accepted in payment of the exercise
      price for the Shares to be issued upon exercise of an Option
      and of the taxes required to be withheld in connection with
      such exercise:  (i) cash, (ii) personal check, (iii) bank
      cashier's check, (iv) already owned Shares (duly endorsed for
      transfer with signature guaranteed), or (v) any combination of
      the foregoing.  Except as may otherwise be specified by the
      Committee in its sole discretion at the time of grant thereof
      and reflected in the Option Agreement evidencing such Option,
      Shares withheld from the Shares to be issued upon exercise of
      the Option, either alone or in any combination with any of the
      other acceptable forms of consideration recited in this
      Paragraph (a), will also be an accepted form of consideration
      for payment of the taxes required to be withheld in connection
      with the exercise of an Option.  In addition to the acceptable
      forms of consideration hereinabove recited in this Paragraph
      (a), the Committee may determine in its sole discretion at the
      time of grant of an Option, and if the Committee so
      determines, shall provide in the Option Agreement evidencing
      such Option, that one or both of the following additional
      forms of consideration will be accepted, either alone or in
      any combination with any of the other acceptable forms of
      consideration recited in this Paragraph (a), in payment of the
      items specified: (vi) in payment of the exercise price for the
      Shares to be issued upon exercise of an Option, Shares
      withheld from the Shares to be issued upon such exercise,
      and/or (vii) in payment of the exercise price for the Shares
      to be issued upon exercise of an Option and the taxes required
      to be withheld in connection with such exercise, a commitment
      for the delivery to the Company of proceeds from the sale,
      pursuant to a brokerage or similar arrangement approved in


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advance by the Committee in its sole discretion, of Shares to
be issued upon exercise of the Option.  The forms of
consideration which will be accepted in payment of the
exercise price for an Option and related withholding taxes
shall be specified in the Option Agreement evidencing such
Option, and the person or persons entitled to exercise the
Option shall be entitled to elect from those so specified the
form(s) to be used in effecting payment with respect to a
particular exercise; provided that any election by a Section
16 Person to use already owned Shares or have Shares withheld
from those issuable upon such exercise shall be effective only
if made in accordance with the applicable requirements of Rule
16b-3; and provided further that a commitment for the delivery
to the Company of proceeds from the sale, pursuant to a
brokerage or similar arrangement, of Shares to be issued upon
exercise of an Option will not be accepted from a Section 16
Person if under Securities Law Requirements such a sale would
be matched with such exercise to result in "shortswing" profit
liability under Section 16(b) of the Act on the part of such
Section 16 Person with respect to such transaction.


      (b) Withholding Tax Loans. In addition to any one or
more of the acceptable forms of consideration recited in
Paragraph (a) of this Section 9 which the Committee may permit
in the Option Agreement to be used for the payment of
withholding taxes, the Committee may determine in its
discretion at the time of grant of an Option to permit the
Optionee (but not any Successor) to, and if the Committee so
determines, shall provide in the Option Agreement evidencing
such Option that such Optionee may, borrow from the Company an
amount sufficient to pay the taxes required to be withheld in
connection with the exercise of such an Option, with each such
borrowing to be evidenced by a promissory note of the Optionee
payable to the order of the Company.  Except as may otherwise
be specified by the Committee in its sole discretion at the
time of grant thereof and reflected in the Option Agreement
evidencing an Option, each such loan shall be for a term of
five (5) years at a rate of interest equal to the Company's
then primary domestic commercial lender's prime or base rate
as in effect from time to time, with payments of interest on
such loan due quarterly and payments toward the principal of
such loan due, to the extent of the net proceeds therefrom,
within fifteen (15) days after any disposition by the Optionee
of any Shares acquired upon exercise of any stock option
granted by the Company to the Optionee pursuant to this Plan
or otherwise (excluding any disposition of such Shares by gift
or to the Company in payment of the exercise price of a stock
option granted by the Company to the Optionee pursuant to this
Plan or otherwise and/or any related withholding taxes),
provided that the entire unpaid principal balance shall be due
at the earlier of (i) the expiration of the five (5) year


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term, or (ii) the termination of the Optionee's Continuous
Employment (other than by reason of Optionee's "disability"
(as defined in Section 10(d)) or "retirement" (as defined in
Section 10(e)).


     (c) Company Withholding of Taxes. If, upon being
notified by the Company of the amount of the taxes required to
be withheld in connection with an exercise of an Option, the
Optionee fails promptly to pay, or to make arrangements
acceptable to the Company for the payment of, such taxes, the
Company shall have the right to elect (but shall be under no
obligation) to cover such taxes through:


           (i) withholding Shares from those issuable upon
     such exercise, provided that any such election so to
     withhold Shares with respect to the exercise of an Option
     by a Section 16 Person shall be effective only if made in
     accordance with the applicable requirements of Rule
     16b-3; and/or


           (ii) deducting such taxes from any amounts
     payable in cash to the Optionee by the Company for any
     reason as of the time of such exercise or any time
     thereafter.


     (d) Valuation of Shares Delivered or Withheld. Where
already owned Shares, or Shares withheld from those issuable
upon such exercise, are used in payment of the exercise price
and/or related withholding taxes, such Shares shall be valued
(i) with respect to the payment of the exercise price, at Fair
Market Value as of the day immediately preceding the date of
exercise and (ii) with respect to the payment of withholding
taxes, at Fair Market Value as of the day immediately
preceding the date tax withholding is required to be made.


     (e) Optionee Certification of Already Owned Shares.
Already owned Shares which were acquired through a previous
exercise of a stock option granted to an Optionee by the
Company pursuant to this Plan or otherwise may be used in
payment of the exercise price of an Option and/or related
withholding taxes only if the previous exercise through which
such Shares were acquired was made as of a date not less than
six (6) months prior to the date of the exercise of the Option
in connection with which such Shares are being tendered as
payment.  A tender of already owned Shares in payment of the
exercise price of an Option and/or related withholding taxes
will not be accepted by the Company unless accompanied by a
written statement signed by the person or persons entitled to
exercise such Option certifying that either (i) the Shares
tendered in payment were acquired other than through the
exercise of a stock option granted by the Company or (ii) the


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Shares tendered in payment were acquired through the exercise,
on such date(s) as shall be recited in such statement (which
date(s) shall be not less than six (6) months prior to the
date of tender), of stock option(s) granted by the Company.


     (f) Delivery of Already Owned Shares. Where the person
exercising an Option elects to use already owned Shares in
full or partial payment of the exercise price and/or related
withholding taxes, the Committee may, in its sole discretion,
accept, in lieu of physical delivery of the stock certificates
evidencing such Shares, such constructive delivery of such
Shares as may be satisfactory to the Committee.


10.  METHOD OF EXERCISE.


     (a) Procedure for Exercise; Rights as a Stockholder.
Any Option granted hereunder shall be exercisable at such
times and under such conditions as determined by the Committee
and as permitted under the Plan.  An Option may not be
exercised for a fraction of a Share.  In order to exercise an
Option, the person or persons entitled to exercise it shall
deliver to the Company written notice of the number of shares
with respect to which the Option is being exercised,
accompanied by payment in full of the aggregate exercise price
for the Shares so to be acquired.  To constitute an effective
exercise of an Option, such notice and payment shall be
addressed to the attention of the Treasurer of the Company and
must be received at the principal executive office of the
Company (i) with respect to an Option that is terminated for
"Misconduct" (as defined below) pursuant to Paragraph (b) of
this Section 10 or for "Prohibited Conduct" (as defined in
Section 16(a)) pursuant to Section 16(a), prior to the time of
the occurrence of the event constituting such Misconduct or
Prohibited Conduct or (ii) with respect to any other Option,
by 5:00 p.m., local time, on the date of expiration or
termination of the Option.  Until the issuance (as evidenced
by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or
receive dividends nor any other rights as a stockholder 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 Section 12.


     Exercise of an Option shall result in a decrease in the
number of Shares which thereafter shall be available for sale
under such Option by the number of Shares as to which the
Option is exercised, including any shares withheld from the




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Shares to be issued pursuant to such exercise to cover the
exercise price and/or related withholding taxes.


     (b) Termination of Employment. Except as may otherwise
be specified by the Committee in its sole discretion at the
time of grant thereof and reflected in the Option Agreement
evidencing such Option, upon the termination of an Optionee's
Continuous Employment (other than by reason of the Optionee's
death, disability or retirement), he may exercise his Option
(to the extent that he was entitled to exercise it at the time
of such termination of employment) until the earlier of (i)
the date thirty (30) days (or such longer period of time as is
determined by the Committee in its sole discretion at the time
of such termination of employment, provided that if the
Committee intends that a particular Option continue to qualify
as a Tax Qualified Option, the Committee will have to observe
such restrictions as may be imposed by applicable tax laws on
the post-termination period within which a Tax Qualified
Option may be exercised if it wishes to ensure that any
post-termination exercise of such Option is made only within
the period permitted by such laws) after the effective date of
the termination of his employment or (ii) the expiration date
of such Option, and the Option shall terminate on the earlier
of such dates; provided, however, that if the Optionee is
terminated by the Company for Misconduct, then such Option
shall terminate effective as of the time of the conduct
constituting  such Misconduct.    As  used  in  this Plan,
"Misconduct: means that the Optionee has engaged in Prohibited
Conduct, committed an act of embezzlement, fraud or theft with
respect to the property or business of the Company or a
Subsidiary or deliberately disregarded the rules of the
Company or a Subsidiary in such a manner as to cause material
loss, damage or injury to or otherwise endanger the property,
reputation, employees or business prospects of the Company or
a Subsidiary.  The Committee shall determine whether an
Optionee's employment was terminated by reason of Misconduct.
In making such determination, the Committee may, but shall not
be required to, give the Optionee an opportunity to be heard
and to present evidence on his behalf.


     (c) Death of Optionee.  Except as may otherwise be
specified by the Committee in its sole discretion at the time
of grant thereof and reflected in the Option Agreement
evidencing such Option, upon the death of an Optionee:


           (i)     who is at  the  time of his death in the
     employ of the Company or a Subsidiary and who shall have
     been in Continuous Employment since the date of grant of
     the Option, the Option may be exercised (to the extent
     the Optionee would have been entitled to do so had he
     continued living and terminated employment six (6) months


                                      13
<PAGE>   14
     after the date of death) by his Successor until the
     earlier of (A) the date six (6) months (or, if the
     Committee intends that a particular Option qualify as a
     Tax Qualified Option, such lesser period of time within
     which the applicable tax laws may require that the Option
     be exercised in order for such Option so to qualify)
     following the date of the Optionee's death or (B) the
     expiration date of such Option, and the Option shall
     terminate on the earlier of such dates; or


           (ii)    within one (1) month after the termination
     of Continuous Employment other than termination by the
     Company or a Subsidiary for Misconduct or due to
     disability, the Option may be exercised (to the extent
     the Optionee was entitled to do so at the date of
     termination of Continuous Employment) by his Successor
     until the earlier of (A) the date six (6) months
     following the date of the Optionee's death (or, if the
     Committee intends that a particular Option qualify as a
     Tax Qualified Option, such lesser period of time within
     which the applicable tax laws may require that the Option
     be exercised in order for such Option so to qualify) or
     (B) the expiration date of such Option, and the Option
     shall terminate on the earlier of such dates.


     (d) Disability of Optionee. Except as may otherwise be
specified by the Committee in its sole discretion at the time
of grant thereof and reflected in the Option Agreement
evidencing such Option, if an Optionee's Continuous Employment
terminates due to his having become permanently and totally
disabled within the meaning of Section 22(e)(3) of the Code
("disability"), the Option may be exercised (to the extent the
Optionee was entitled to do so as of the effective date of the
termination of his employment by reason of such disability)
until the earlier of (i) the date one (1) year after the
effective date of such termination of his employment or (ii)
the expiration date of such Option, and the Option shall
terminate on the earlier of such dates.


     (e) Retirement of Optionee. Except as may otherwise be
specified by the Committee in its sole discretion at the time
of grant thereof and reflected in the Option Agreement
evidencing such Option, if an Optionee's Continuous Employment
terminates by reason of (A) his retirement at any age
entitling him to benefits under the provisions of any
retirement plan of the Company or any Subsidiary in which such
Optionee participates; or (B) retirement at any time after
attaining age 65 (whichever circumstance is applicable
constituting "retirement"), the Option may be exercised (to
the extent the Optionee shall be entitled to do so as of the
effective date of the termination of his employment by reason


                                      14

<PAGE>   15
     of such retirement) until the earlier of (i) the date three
     (3) months after the effective date of the termination of his
     employment or (ii) the expiration date of such Option, and the
     Option shall terminate on the earlier of such dates.


     11.  NONTRANSFERABILITY OF OPTIONS. Options may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any
manner by the Optionee except at death by will or by the laws of
descent and distribution and may be exercised during the life of
the Optionee only by the Optionee.  No lien, obligation or
liability of an Optionee or a Successor shall attach to or
otherwise encumber the right and interest of such Optionee or
Successor in and to any Options outstanding under the Plan.


     12.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.


           (a) Adjustments, in general. Subject to the provisions
     of Paragraph (b) of this Section 12 and to any required action
     by the stockholders of the Company, the number of Shares
     covered by each outstanding Option, and the number of Shares
     which have been authorized for issuance under the Plan but as
     to which no Options have yet been granted or which due to the
     expiration, lapse, cancellation, surrender, forfeiture or
     other termination of a stock option under this Plan or the
     Predecessor Plan are again available for grant, as well as the
     price per Share covered by each such outstanding Option, shall
     be proportionately adjusted for any increase or decrease in
     the number of issued and outstanding Shares resulting from a
     stock split, reverse stock split, stock dividend, combination
     or reclassification of Shares or any other increase or
     decrease in the aggregate number of issued and outstanding
     Shares effected without receipt of consideration by the
     Company; provided, however, that the issuance of Shares
     pursuant to the conversion or exchange of any securities of
     the Company convertible into or exchangeable for Shares shall
     not be deemed to have been "effected without receipt of
     consideration." Any fractional Shares which would otherwise
     result from any such adjustments shall be eliminated either by
     deleting all fractional Shares or by appropriate rounding to
     the next higher (fractions of one-half or more) or lower
     (fractions of less than one-half) whole Share.  All such
     adjustments shall be made by the Board in its sole discretion.
     Except as expressly provided herein, no issuance by the
     Company of shares of stock of any class, or securities
     convertible into or exchangeable for shares of stock of any
     class, shall affect, and no adjustment by reason thereof shall
     be made to, the number of or exercise price for Shares subject
     to an Option.


           In the event of the proposed dissolution or liquidation
     of the Company, all outstanding Options will terminate



                                       15

<PAGE>   16
immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare
that any Option shall terminate as of a date fixed by the
Board and give each Optionee the right to exercise his Option
as to all or any part of the Optioned Stock, including Shares
as to which the Option would not otherwise then be
exercisable.


     Subject to the provisions of Paragraph (b) of this
Section 12, in the event of a sale of all or substantially all
of the assets of the Company, or the merger or consolidation
of the Company with or into another corporation, each
outstanding Option shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board,
in the exercise of its sole discretion, determines that, in
lieu of such assumption or substitution, the Optionee shall
have the right to exercise the Option as to all or any part of
the Optioned Stock, including Shares as to which the Option
would not otherwise then be exercisable.  If in the event of
a merger, consolidation or sale of assets the Board makes an
Option fully exercisable in lieu of assumption or substitution, 
the Company shall notify the Optionee that the Option shall 
be fully exercisable for a period of thirty (30) days from 
the date of such notice, and the Option will terminate upon 
the expiration of such period.


     (b) Special Adjustments upon Change in Control. In the
event of a "Change in Control" of the Company (as defined in
Paragraph (c) of this Section 12), unless otherwise determined
by the Board in its sole discretion prior to the occurrence of
such Change in Control, the following acceleration and
valuation provisions shall apply:


          (i)    Any Options outstanding as of the date of
     such Change in Control that are not yet fully vested on
     such date shall become fully vested; and


          (ii)   The value  of  all  outstanding  Options,
     measured by the excess of the "Change in Control Price"
     (as defined in Paragraph (d) of this Section 12) over the
     exercise price, shall be cashed out.  The cash out
     proceeds shall be paid to the Optionee or, in the event
     of death of an Optionee prior to payment, to his
     Successor.


     (c) Definition of "Change in Control." For purposes of
this Section 12, a "Change in Control" means the happening of
any of the following:




                                       16

<PAGE>   17
                (i)     When any "person," as such term is used in
          Sections 13(d) and 14(d) of the Act (other than the
          Company, a Subsidiary or a Company or Subsidiary employee
          benefit plan, including any trustee of such a plan acting
          as trustee) becomes the "beneficial owner" (as defined in
          Rule 13d-3 promulgated by the Commission under the Act,
          as adopted and amended from time to time and as
          interpreted by formal or informal opinions of, and
          releases published or other interpretive advice provided
          by, the Staff of the Commission), directly or indirectly,
          of securities of the Company representing fifty percent
          (50%) or more of the combined voting power of the
          Company's then outstanding securities; or


               (ii) The consummation of a transaction requiring
          stockholder approval and involving the sale of all or
          substantially all of the assets of the Company or the
          merger or consolidation of the Company with or into
          another corporation.


          (d) Definition of "Change in Control Price." For
     purposes of this Section 12, "Change in Control Price" shall
     be, as determined by the Board, (i) the highest closing sale
     price of a Share, as reported by the Nasdaq National Market,
     any stock exchange on which the Shares are listed or any 
     other recognized securities market on which the Shares are
     traded, at any time within the sixty (60) day period
     immediately preceding the date of the Change in Control (the
     "Sixty-Day Period"), or (ii) the highest price paid or
     offered, as determined by the Board, in any bona fide
     transaction or bona fide offer related to the Change in
     Control, at any time within the Sixty-Day Period.


     13.  TIME OF GRANTING OPTIONS. The date of grant of an Option
shall, for all purposes, be the date on which the Committee makes
the  determination  granting  such  Option.    Notice  of  such
determination shall be given to each Employee to whom an Option is
so granted within a reasonable time after the date of such grant.


     14.  OPTION AGREEMENTS. As a condition to the effectiveness
of each grant of an Option (including, but not limited to, a
Replenishment Option) under this Plan, the Optionee shall enter
into a written Option Agreement in such form as may be authorized
by the Committee from time to time.  Subject to the provisions of
Section 20(a), each such Option Agreement shall contain such
provisions as are required by the terms of this Plan and may
contain such additional provisions not inconsistent with the terms
of this Plan as the Committee in its sole discretion may from time
to time authorize.  Each Option Agreement evidencing an Option
granted to a Section 16 Person shall also provide for such minimum
waiting period from the date of grant before the Option may be



                                       17

<PAGE>   18
exercised, and such minimum holding period from the date of the
acquisition of Shares upon exercise of an Option for which such
Shares must be held before making any disposition of such Shares,
as may be required by Rule 16b-3.


     15.  CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be
issued with respect to an Option unless the exercise of such Option
and the issuance and delivery of such Shares pursuant thereto shall
comply with all applicable Securities Law Requirements and all
other applicable provisions of law, including, without limitation,
any applicable state "blue sky" laws and foreign (national and
provincial) securities laws and the rules and regulations
promulgated under any of such laws, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.


     As a condition to the exercise of an Option or the issuance of
Shares upon exercise of an Option, the Company may require the
person exercising such Option to make such representations and
warranties to the Company as may be required, in the opinion of
counsel for the Company, by any of the aforementioned Securities
Law Requirements and other laws, which may include, without
limitation, representations and warranties that the Shares are
being purchased only for investment and without any present
intention to sell or distribute such Shares.


     The Company shall not have any liability to any Optionee in
respect of any delay in the sale or issuance of Shares hereunder
until the Company is able to obtain authority from any governmental
authority (domestic or foreign) or self-regulatory organization
having jurisdiction thereover, which authority is deemed by the
Company's counsel to be necessary to the lawful sale and issuance
of such Shares, or any failure to sell or issue such Shares as to
which such requisite authority the Company is unable to obtain.


     16.  FORFEITURE OF OPTIONS AND REALIZED BENEFITS.


          (a) Loss of Unexercised Options. If an Optionee holding
     an outstanding Option, without the written consent of the
     Company as authorized by the Committee in its sole discretion,
     engages in any of the following conduct (any such conduct
     being referred to as "Prohibited Conduct") at any time during
     the period beginning on the date the Optionee first entered
     the employ of the Company or a Subsidiary and continuing for
     so long as any portion of such Option remains outstanding and
     unexercised (the "Grant Period"):


                (i)     rendering services for any organization or
          engaging directly or indirectly in any business which, in
          the sole judgment of the Committee, is or becomes
          competitive with the Company or a Subsidiary, or where



                                       18

<PAGE>   19
such rendering of services or engaging in business, in
the sole judgment of the Committee, is or becomes
otherwise prejudicial to or in conflict with the
interests of the Company or a Subsidiary; provided that
the ownership of a not more than ten percent (10%) equity
interest in any organization or business whose equity is
listed on a recognized securities exchange or traded
over-the-counter shall not constitute Prohibited Conduct
within the meaning of this Subparagraph (i);


     (ii) disclosing to anyone outside the company or
any Subsidiary, or use in other than the business of the
Company or any Subsidiary, any confidential or
proprietary information relating to the business of the
Company or any Subsidiary, acquired by the Optionee
either during or after employment with the Company or a
Subsidiary;


     (iii) except as may otherwise be permitted by any
agreement otherwise made by the Company or a Subsidiary
with the Optionee, failing to disclose fully and promptly
in writing and assign to the Company or to the Subsidiary
by which the Optionee is or was employed all right, title
and interest in any discovery, invention, process,
method, improvement or idea, whether or not patentable or
subject to copyright protection and whether or not
reduced to tangible form or reduced to practice, made or
conceived by such person during employment by the Company
or such Subsidiary, relating in any manner to the actual
or contemplated business, research or development work of
the Company or such Subsidiary or to do anything
reasonably necessary to enable the Company or such
Subsidiary to secure a patent, copyright or similar
protection in the United States of America and/or in
foreign countries as the Company or such Subsidiary may
elect; or


     (iv) inducing or attempting to induce any customer 
or supplier of the Company or a Subsidiary to breach 
any contract with the Company or a Subsidiary or otherwise 
terminate its relationship with the Company or a Subsidiary; 
then the Committee shall have the right, upon determining 
that the Optionee has engaged in any Prohibited Conduct 
at any time during the Grant Period (in making such 
determination, the Committee may, but shall not be 
required to, give the Optionee an opportunity to be 
heard and to present evidence on his behalf), to declare 
the Option forfeited and cancelled effective as of the 
time of the conduct constituting such Prohibited Conduct.




                                      19

<PAGE>   20
     (b) Optionee Certification upon Exercise. Each time an
Optionee exercises an Option, the Optionee shall be deemed to
certify to the Company that such Optionee did not, without the
written consent of the Company as authorized by the Committee
in its sole discretion, engage in any Prohibited Conduct at
any time during the period beginning on the date the Optionee
first entered the employ of the Company or a Subsidiary and
ending on the date of such exercise (the "Pre-Exercise
Period").


     (c) Loss of Realized Benefits. In the event that the
Committee determines with respect to a particular exercise of
an Option that the Optionee engaged in any Prohibited Conduct
at any time during the Pre-Exercise Period or within one (1)
year after such exercise (in making such determination, the
Committee may, but shall not be required to, give the Optionee
an opportunity to be heard and to present evidence on his
behalf), such Optionee shall be liable to the Company (i) to
the extent such Optionee has, prior to his receipt of the
"Forfeiture Notice" (as defined below), disposed of the Shares
acquired through such exercise, for payment to the Company of
an amount in cash equal to the excess of (A) the net cash
proceeds from such disposition (or if such Shares were
disposed of other than for cash, the aggregate Fair Market
Value of such Shares as of the date of disposition) over (B)
that portion of the sum of the cash and the aggregate Fair
Market Value as of the exercise date of any already owned
Shares used by the Optionee to pay the exercise price for such
Shares (such sum being referred to as the "Exercise Payment")
which is allocable to the Shares disposed of in the portion
that such number of Shares bears to the total number of Shares
issued pursuant to such Option exercise and (ii) to the extent
such Optionee still owns at the time he receives the
Forfeiture Notice the Shares acquired through such exercise,
at the option of the Committee, either (A) for the return of
such Shares to the Company in exchange for a cash refund from
the Company to such Optionee in an amount equal to that
portion of the Exercise Payment which is allocable to the
Shares still owned in the proportion that such number of
Shares bears to the total number of Shares issued pursuant to
such Option exercise (such portion being referred to as the
"Retained Shares Exercise Payment") or (B) for payment to the
Company of an amount in cash equal to the excess of the
aggregate Fair Market Value as of the exercise date of the
Shares still owned over the Retained Shares Exercise Payment.
To enforce such liability against such Optionee, the Committee
shall notify the Optionee thereof in writing within three (3)
years of the date of the affected Option exercise, which
notice (the "Forfeiture Notice") shall include a statement of
the form of payment which the Committee has elected to receive
from the Optionee with respect to Shares still owned by the


                                      20

<PAGE>   21
     Optionee. Within ten (10) days after receiving the Forfeiture
     Notice, the Optionee shall make full payment of such liability
     to the Company in cash, or to the extent such Optionee still
     owns Shares acquired through the affected exercise and the
     Committee elects in the Forfeiture Notice to receive such
     Shares, stock certificates evidencing such Shares still owned
     by the Optionee (duly endorsed for transfer with signature
     guaranteed).  In the event that the Committee elects to
     receive, and the Optionee returns, Shares, the Company shall
     make the refund payment required to be made to the Optionee
     with respect to such Shares upon the Company's receipt of such
     Shares as hereinabove required.


           (d) Cumulative Rights. The obligation of an Optionee
     under this Section 16 to refrain from Prohibited Conduct is in
     addition to, and does not in any way supersede or diminish,
     any other obligation of such Optionee with respect to such
     matters which such Optionee may owe to the Company, any
     Subsidiary or any other person under any agreement, applicable
     law or otherwise (a "Similar Obligation").  Any action taken
     by the Company or the Committee to enforce, compromise, settle
     or waive the provisions of this Section 16 with respect to any
     particular event constituting Prohibited Conduct shall not in
     any way affect the rights of the Company, the Committee, any
     Subsidiary or any person against an Optionee with respect to
     any other event constituting Prohibited Conduct or any Similar
     Obligation, nor shall any action taken or failed to be taken
     by the Company, any Subsidiary or any other person against an
     Optionee to enforce, compromise, settle or waive any Similar
     Obligation have any effect on the rights of the Company and
     the Committee under this Section 16.


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


     18.  EFFECTIVENESS OF PLAN. This Plan was adopted by the
Board on, and effective as of, August 27, 1990, subject to the approval
hereof by the vote of  the Company's stockholders required therefor by the
Delaware General  Corporation Law and applicable Securities Law Requirements
within one  (1) year of such adoption by the Board, which approval was obtained
at  the Annual Meeting of such stockholders held October 18, 1990.  The Board 
has subsequently approved increases in the number of Authorized Shares  and,
with respect to the increase by the 1995 Authorized Shares, certain  related
amendments to this Plan subject to and which received such  required approval
of the Company's stockholders at the Annual Meetings  thereof held August 19,
1992, August 19,1994 and August 31, 1995. The Plan shall continue in full force
and effect until (i) terminated by resolution of the Board or (ii) both (A) all
Options granted under the Plan have been exercised in full and (B) no


                                      21
<PAGE>   22
Authorized Shares remain available for the granting of additional
Options.  The termination of the Plan shall not affect Options
already granted, which Options shall remain in full force and
effect in accordance with their respective terms as if this Plan
had not been terminated.


     19.  AMENDMENT OF PLAN AND OUTSTANDING OPTIONS. The Board
may, in its sole discretion, amend the Plan from time to time,
provided that any amendment which Rule 16b-3 or any other
Securities Law Requirement requires be approved by the stockholders
of the Company shall be made only with the approval of such
stockholders. Amendments to the Plan shall apply prospectively to
all Options then outstanding under the Plan, except in the case of
any amendment which is adverse to an Optionee, in which case the
amendment shall apply with respect to the outstanding Options held
by the adversely affected Optionee only upon the consent of such
Optionee to such amendment.  In exercising its authority under
Section 4(b)(vi) to amend outstanding Options, the Committee
likewise may make an amendment which adversely affects the Optionee
only upon the consent of such Optionee to such amendment.
Notwithstanding the provisions of this Section 19, the consent of
the Optionee shall not be required with respect to an amendment to
the Plan or to any outstanding Option which is made in order to
comply with Securities Law Requirements or which causes a Tax
Qualified Option no longer to qualify as such.


     20.  GENERAL PROVISIONS.


          (a) Grants to Foreign Employees. Notwithstanding any
     other provision of this Plan to the contrary but subject to
     applicable Securities Law Requirements and tax laws, to the
     extent deemed necessary or appropriate by the Committee in its
     sole discretion in order to further the purposes of the Plan
     with respect to Employees who are foreign nationals and/or
     employed outside the United States of America, an Option
     granted to any such Employee may be on terms and conditions
     different from those specified in this Plan in recognition of
     the differences in the laws, tax policies and customs
     applicable to such an Employee, without the necessity of the
     Plan being amended to provide for such different terms and
     conditions.


          (b) Nature of Benefits. Benefits realized by an
     Optionee under this Plan or any Option granted hereunder shall
     not be deemed a part of such Optionee's regular, recurring
     compensation for purposes of the termination, indemnity or
     severance pay law of any country and shall not be included in,
     nor have any effect on, the determination of benefits under
     any other employee benefit plan or similar arrangement
     provided to such Optionee by the Company or a Subsidiary
     unless expressly so provided by such other plan or



                                      22

<PAGE>   23
arrangement, or except where the Committee expressly
determines in its sole discretion that an Option or portion
thereof should be so included in order accurately to reflect
competitive compensation practices or to recognize that an
Option has been granted in lieu of a portion of competitive
annual cash compensation.


     (c) Determination of Deadlines. If any day on or before
which action under this Plan or any Option granted hereunder
must be taken falls on a Saturday, Sunday or
Company-recognized holiday, such action may be taken on the
next succeeding day which is not a Saturday, Sunday or
Company-recognized holiday; provided, however, that the
provisions of this Paragraph (c) shall not apply to, and shall
not extend the time for exercise of, any Option which is
terminated for Misconduct pursuant to Section 10(b) or for
Prohibited Conduct pursuant to Section 16(a).


     (d) Governing Law. To the extent that federal laws
(such as the Act or the Code) or the Delaware General
Corporation Law do not otherwise control, this Plan and all
determinations made and actions taken pursuant hereto shall be
governed by the laws of the State of Ohio and construed
accordingly.


     (e) Gender and Number. Whenever the context may
require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural
and vice versa.


     (f) Captions. The captions contained in this Plan are
for convenience of reference only and do not affect the
meaning of any term or provision hereof.

                                      23