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                                                                EXHIBIT 10.1.4

                                   RESTATED
                               TELXON CORPORATION
                             1990 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
 
                      (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 to attract and retain the services of
experienced and knowledgeable independent directors by providing
such directors 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 4(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 5 of the
     Plan, if a Committee is appointed.  The members of such
     Committee shall be members of the Board.  If no Committee has
     been appointed, any reference to the "Committee" shall be
     deemed a reference to the "Board."


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


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

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     (i) "Director" means any person elected or duly
appointed in accordance with the certificate of incorporation
or by-laws of the Company, or applicable law, to serve on the
Board.


     (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 a non-Employee
Director 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 Common Stock subject to
an Option.


     (n) "Optionee" means a non-Employee Director who
receives an Option.


     (o) "Plan" means this Telxon Corporation 1990 Stock
Option Plan for Non-Employee Directors.


     (p) "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
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.


     (q) "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 inter-dealer 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



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     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.


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


           (s) "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.


           (t) "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.


           (u) "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.    QUALIFICATION OF PLAN.  The Plan is intended to qualify
for an exemption from the operation of Section 16(b) of the Act,
pursuant to Rule 16b-3.  Further, the Plan is structured to comply
with the requirements of Rule 16b-3(c)(2)(ii) regarding
disinterested administration and formula awards to ensure that
Directors receiving grants under the Plan continue to be
"disinterested persons," as that term is defined in Rule
16b-3(c)(2)(i), for the purpose of administering the Company's
employee stock option plans.


     4.    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
     400,000 shares of Common Stock.  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



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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.


5.   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 the provisions of the
Plan, the Committee has authority to manage and control the
operation of the Plan, interpret the provisions of the Plan,
and prescribe, amend and rescind rules and regulations
relating to the Plan.  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 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 8(b) of the Plan,
     the "Fair Market Value" (as defined in said Section 8(b))
     of the Shares;


           (ii) To determine the terms and provisions of
     each Option;


           (iii) To amend any outstanding Option;

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           (iv) 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;


           (v)     To interpret the Plan;


           (vi) To prescribe, amend and rescind, if deemed
     necessary or appropriate, rules and regulations relating
     to the Plan, to the extent not inconsistent with the
     Plan;


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


           (viii) To accelerate the time as of which any
     Option shall vest and may be exercised by the Optionee;
     provided, however, that the Optionee shall not
     participate in any decision regarding acceleration of
     vesting of any Option held by him or her.


     (c) Effect 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 Directors 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.


     (d) Exculpation and Indemnification. No member of the
Board or 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.


6.   ELIGIBILITY; FORMULA GRANTS.


     (a) Eligibility. Each Director who is not an Employee
shall be eligible to receive grants of Options under the Plan.


     (b)   Formula Grants.

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          (i)    Initial Grants. Each eligible Director who
     is newly elected or appointed to the Board after May 19,
     1992 shall automatically be granted an Option (the
     "Initial Grant") to purchase 25,000 Shares of Common
     Stock (subject to adjustment as provided in Section 12)
     on the day he or she joins the Board.


          (ii)   Continuing  Grants.     Each  non-Employee
     Director shall automatically be granted an Option (the
     "Continuing Grant") to purchase 10,000 Shares of Common
     Stock (subject to adjustment as provided in Section 12)
     on each anniversary of his or her election or last
     re-election to the Board so long as such Director is
     serving on the Board on the date of such anniversary.


7.   TERM OF OPTIONS; VESTING.


     (a) Term of Options. The term of each Option shall be
seven (7) years from the date of grant thereof, provided that
the Committee, if it intends that a particular Option qualify
as a Tax Qualified Option, shall observe such restrictions on
the term of such Option as may be imposed by 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.


     (b)  Vesting.


          (i)    Initial Grants.  Each Option constituting an
     Initial Grant shall be exercisable as to one-third of the
     Shares subject to the Option after the first anniversary
     of the grant date, exercisable as to two-thirds of the
     Shares subject to the Option after the second anniversary
     of the grant date, and exercisable as to all or any part
     of the Shares subject to the Option after the third
     anniversary of the grant date.


          (ii)   Continuing Grants. Each Option constituting
     a Continuing Grant shall be exercisable as to all or any
     part of the Shares subject to the Option after the third
     anniversary of the grant date.


8.   EXERCISE PRICE.


     (a) Fair Market Value. The per Share exercise price for
the Shares subject to an Option shall be the Fair Market Value
per Share as of the day prior to the date of grant of such
Option.





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     (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
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.


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:
(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.     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 exercise price for the Shares
to be issued upon exercise of an Option, (vi) Shares withheld
from the Shares to be issued upon such exercise, and/or (vii)
subject to compliance with applicable law, a commitment for
the delivery to the Company of proceeds from the sale,
pursuant to a brokerage or similar arrangement approved in
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 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



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from those so specified the form(s) to be used in effecting
payment with respect to a particular exercise; provided that
any election by an Optionee 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 an Optionee if under Securities Law Requirements
such a sale would be matched with such exercise to result in
"short-swing" profit liability under Section 16(b) of the Act
on the part of such Optionee with respect to such transaction.


     (b) 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,
such Shares shall be valued at Fair Market Value as of the day
immediately preceding the date of exercise.


     (c) 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, 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 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 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


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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 Shares to be
issued pursuant to such exercise to cover the exercise price.


     (b) Termination of Service. 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, in the event that an Optionee shall
cease to be a Director (other than by reason of the Optionee's
death or disability), he may exercise his Option (to the
extent that he was entitled to exercise it at the time he
ceased to be a Director) until the earlier of (i) the date
three (3) months after the date Optionee ceased to be a
Director or (ii) the expiration date of such Option, and the
Option shall terminate on the earlier of such dates.


     (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 a Director
     of the Company, the Option may be exercised (to the
     extent the Optionee would have been entitled to do so had
     he continued living and terminated his directorship six
     (6) months 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   thirty   (30)   days  after   the
     termination of Optionee's directorship (other than
     termination due to disability), the Option may be
     exercised (to the extent the Optionee was entitled to do
     so at the date of termination of his directorship) 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



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          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 directorship
     terminates due to Optionee having become permanently and
     totally disabled within the meaning of Section 23(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 Optionee's directorship by reason
     of such disability) until the earlier of (i) the date one (1)
     year after the effective date of such termination or (ii) the
     expiration date of such Option, and the Option shall terminate
     on the earlier of such dates.


     11.  NONTRANSFERABILITY OF OPTIONS. Options granted under the
Plan may not be sold, pledged, assigned, hypothecated, disposed of
or otherwise transferred in any manner by the Optionee other than
by will or the laws of descent and distribution or pursuant to a
"qualified domestic relations" order (as defined by the Code) or
Title I of the Employee Retirement Income Securities Act, or the
rules thereunder.  The designation of a beneficiary by an Optionee
shall  not be  deemed  to  constitute a  transferee.    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 an Option under this 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



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"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 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:



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          (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:


          (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 members of the Board other than the Optionees, 
in any bona fide transaction or bona fide offer, related to 
the Change in Control, at any time within the Sixty-Day Period.





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     13.  TIME OF GRANTING OPTIONS. The date of grant of an Option
shall, for all purposes, be the dates for the automatic granting of
Initial Grants and Continuing Grants, respectively, as specified
in Section 6(b).


     14.  OPTION AGREEMENTS. As a condition to the effectiveness
of each grant of an 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 19(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 shall also 
provide for such minimum waiting period from the date of grant 
before the Option may be 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.

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<PAGE>   14
     16.  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.


     17.  EFFECTIVENESS OF PLAN. This Plan was adopted by the
Board on, and effective as of, October 18, 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 September 5, 1991. Certain amendments to this 
Plan were adopted by the Board subject to and which received such 
required approval of the Company's stockholders at the Annual 
Meeting thereof held August 19, 1992. The Board also approved an 
increase in the number of Authorized Shares and certain other 
amendments to this Plan subject to and which received such required 
approval of the Company's stockholders at the Annual Meeting 
thereof held 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 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.


     18.  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 5(b)(vii) 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 18, 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. Notwithstanding the
foregoing, the provisions of Sections 6, 7 and 8 shall not be
amended more than once every six months, other than as required to
comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder.


     19.  GENERAL PROVISIONS.




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<PAGE>   15
     (a) Grants to Foreign Directors. 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 Directors who are foreign nationals and/or
employed outside the United States of America, an Option
granted to any such Director 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 a Director, without the necessity of the
Plan being amended to provide for such different terms and
conditions.


     (b) 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.


     (c) 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.


     (d)  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.


     (e) 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.


     (f) As provided in Section 3, transactions under this 
Plan are intended to comply with all applicable conditions 
of Rule 16b-3. To the extent that any provision of the Plan 
or action by the Committee fails to so comply, such provision 
or action shall be deemed null and void to the extent permitted 
by law and deemed advisable by the Committee.



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