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                                                                   EXHIBIT 10.12

                         FAMOUS DAVE'S OF AMERICA, INC.

                     1995 STOCK OPTION AND COMPENSATION PLAN
                       (as amended through June 15, 2000)


         1. Purpose. The purpose of the 1995 Stock Option and Compensation Plan,
as Amended (the "Plan") of Famous Dave's of America, Inc. (the "Company") is to
increase shareholder value and to advance the interests of the Company by
furnishing a variety of economic incentives ("Incentives") designed to attract,
retain and motivate employees. Incentives may consist of opportunities to
purchase or receive shares of Common Stock, no par value, of the Company
("Common Stock"), monetary payments or both on terms determined under this Plan.

         2. Administration. The Plan shall be administered by the stock option
committee (the "Committee") of the Board of Directors of the Company. The
Committee shall consist of not less than two directors of the Company and shall
be appointed from time to time by the Board of Directors of the Company. Each
member of the Committee shall be a "disinterested person" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934, and the regulations
promulgated thereunder (the "1934 Act"). The Board of Directors of the Company
may from time to time appoint members of the Committee in substitution for, or
in addition to, members previously appointed, and may fill vacancies, however
caused, in the Committee. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it shall deem
advisable. A majority of the Committee's members shall constitute a quorum. All
action of the Committee shall be taken by the majority of its members. Any
action may be taken by a written instrument signed by majority of the members
and actions so taken shall be fully effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may appoint a
secretary, shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable. The
Committee shall have complete authority to award Incentives under the Plan, to
interpret the Plan, and to make any other determination which it believes
necessary and advisable for the proper administration of the Plan. The
Committee's decisions and matters relating to the Plan shall be final and
conclusive on the Company and its participants.



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         3. Eligible Employees. Employees of the Company (including officers and
directors, but excluding directors of the Company who are not also full-time
employees of the Company) shall become eligible to receive Incentives under the
Plan when designated by the Committee. Employees may be designated individually
or by groups or categories (for example, by pay grade) as the Committee deems
appropriate. Participation by officers of the Company and any performance
objectives relating to such officers must be approved by the Committee.
Participation by others and any performance objectives relating to others may be
approved by groups or categories (for example, by pay grade) and authority to
designate participants who are not officers and to set or modify such targets
may be delegated.

         4. Types of Incentives. Incentives under the Plan may be granted in any
one or a combination of the following forms: (a) incentive stock options and
non-statutory stock options (section 6); (b) stock appreciation rights ("SARs")
(section 7); (c) stock awards (section 8); (d) restricted stock (section 8); (e)
performance shares (section 9); and (f) cash awards (section 10).

         5. Shares Subject to the Plan.

                  5.1. Number of Shares. Subject to adjustment as provided in
         Section 11.6, the number of shares of Common Stock which may be issued
         under the Plan shall not exceed 1,950,000 shares of Common Stock,
         subject to approval by the shareholders of the Company at the next
         meeting of shareholders.

                  5.2. Cancellation. To the extent that cash in lieu of shares
         of Common Stock is delivered upon the exercise of a SAR pursuant to
         Section 7.4, the Company shall be deemed, for purposes of applying the
         limitation on the number of shares, to have issued the greater of the
         number of shares of Common Stock which it was entitled to issue upon
         such exercise or on the exercise of any related option. In the event
         that a stock option or SAR granted hereunder expires or is terminated
         or canceled unexercised as to any shares of Common Stock, such shares
         may again be issued under the Plan either pursuant to stock options,
         SARs or otherwise. In the event that shares of Common Stock are issued
         as restricted stock or pursuant to a stock award and thereafter are
         forfeited or reacquired by the Company pursuant to rights reserved upon
         issuance thereof, such forfeited and reacquired shares may again be
         issued under the Plan, either as restricted stock, pursuant to stock
         awards or otherwise. The Committee may also determine to cancel, and
         agree to the cancellation of, stock options in order to make a
         participant eligible for the grant of a stock option at a lower price
         than the option to be canceled.

                  5.3. Type of Common Stock. Common Stock issued under the Plan
         in connection with stock options, SARs, performance shares, restricted
         stock or stock awards, may be authorized and unissued shares.
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         6. Stock Options. A stock option is a right to purchase shares of
Common Stock from the Company. Each stock option granted by the Committee under
this Plan shall be subject to the following terms and conditions:

                  6.1. Price. The option price per share shall be determined by
         the Committee, subject to adjustment under Section 11.6.

                  6.2. Number. The number of shares of Common Stock subject to
         the option shall be determined by the Committee, subject to adjustment
         as provided in Section 11.6. The number of shares of Common Stock
         subject to a stock option shall be reduced in the same proportion that
         the holder thereof exercises a SAR if any SAR is granted in conjunction
         with or related to the stock option.

                  6.3. Duration and Time for Exercise. Subject to earlier
         termination as provided in Section 11.4, the term of each stock option
         shall be determined by the Committee but shall not exceed ten years and
         one day from the date of grant. Each stock option shall become
         exercisable at such time or times during its term as shall be
         determined by the Committee at the time of grant. No stock option may
         be exercised during the first twelve months of its term. Except as
         provided by the preceding sentence, the Committee may accelerate the
         exercisability of any stock option. Subject to the foregoing and with
         the approval of the Committee, all or any part of the shares of Common
         Stock with respect to which the right to purchase has accrued may be
         purchased by the Company at the time of such accrual or at any time or
         times thereafter during the term of the option.

                  6.4. Manner of Exercise. A stock option may be exercised, in
         whole or in part, by giving written notice to the Company, specifying
         the number of shares of Common Stock to be purchased and accompanied by
         the full purchase price for such shares. The option price shall be
         payable in United States dollars upon exercise of the option and may be
         paid by cash; uncertified or certified check; bank draft; by delivery
         of shares of Common Stock in payment of all or any part of the option
         price, which shares shall be valued for this purpose at the Fair Market
         Value on the date such option is exercised; by instructing the Company
         to withhold from the shares of Common Stock issuable upon exercise of
         the stock option shares of Common Stock in payment of all or any part
         of the option price, which shares shall be valued for this purpose at
         the Fair Market Value or in such other manner as may be authorized from
         time to time by the Committee. Prior to the issuance of shares of
         Common Stock upon the exercise of a stock option, a participant shall
         have no rights as a shareholder.

                  6.5. Incentive Stock Options. Notwithstanding anything in the
         Plan to the contrary, the following additional provisions shall apply
         to the grant of stock options which are intended to qualify as
         Incentive Stock Options (as such term is defined in Section 422A of the
         Internal Revenue Code of 1986, as amended):


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                           (a) The aggregate Fair Market Value (determined as of
            the time the option is granted) of the shares of Common Stock with
            respect to which Incentive Stock Options are exercisable for the
            first time by any participant during any calendar year (under all of
            the Company's plans) shall not exceed $100,000.

                           (b) Any Incentive Stock Option certificate authorized
            under the Plan shall contain such other provisions as the Committee
            shall deem advisable, but shall in all events be consistent with and
            contain all provisions required in order to qualify the options as
            Incentive Stock Options.

                           (c) All Incentive Stock Options must be granted
            within ten years from the earlier of the date on which this Plan was
            adopted by Board of Directors or the date this Plan was approved by
            the shareholders.

                           (d) Unless sooner exercised, all Incentive Stock
            Options shall expire no later than 10 years after the date of grant.

                           (e) The option price for Incentive Stock Options
            shall be not less than the Fair Market Value of the Common Stock
            subject to the option on the date of grant.

                           (f) No Incentive Stock Options shall be granted to
            any participant who, at the time such option is granted, would own
            (within the meaning of Section 422A of the Code) stock possessing
            more than 10% of the total combined voting power of all classes of
            stock of the employer corporation or of its parent or subsidiary
            corporation.

         7. Stock Appreciation Rights. A SAR is a right to receive, without
payment to the Company, a number of shares of Common Stock, cash or any
combination thereof, the amount of which is determined pursuant to the formula
set forth in Section 7.4. A SAR may be granted (a) with respect to any stock
option granted under this Plan, either concurrently with the grant of such stock
option or at such later time as determined by the Committee (as to all or any
portion of the shares of Common Stock subject to the stock option), or (b)
alone, without reference to any related stock option. Each SAR granted by the
Committee under this Plan shall be subject to the following terms and
conditions:

            7.1. Number. Each SAR granted to any participant shall relate to
      such number of shares of Common Stock as shall be determined by the
      Committee, subject to adjustment as provided in Section 11.6. In the case
      of an SAR granted with respect to a stock option, the number of shares of
      Common


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         Stock to which the SAR pertains shall be reduced in the same proportion
         that the holder of the option exercises the related stock option.

                  7.2. Duration. Subject to earlier termination as provided in
         Section 11.4, the term of each SAR shall be determined by the Committee
         but shall not exceed ten years and one day from the date of grant.
         Unless otherwise provided by the Committee, each SAR shall become
         exercisable at such time or times, to such extent and upon such
         conditions as the stock option, if any, to which it relates is
         exercisable. No SAR may be exercised during the first twelve months of
         its term. Except as provided in the preceding sentence, the Committee
         may in its discretion accelerate the exercisability of any SAR.

                  7.3. Exercise. A SAR may be exercised, in whole or in part, by
         giving written notice to the Company, specifying the number of SARs
         which the holder wishes to exercise. Upon receipt of such written
         notice, the Company shall, within 90 days thereafter, deliver to the
         exercising holder certificates for the shares of Common Stock or cash
         or both, as determined by the Committee, to which the holder is
         entitled pursuant to Section 7.4.

                  7.4. Payment. Subject to the right of the Committee to deliver
         cash in lieu of shares of Common Stock (which, as it pertains to
         officers and directors of the Company, shall comply with all
         requirements of the 1934 Act), the number of shares of Common Stock
         which shall be issuable upon the exercise of a SAR shall be determined
         by dividing:

                           (a) the number of shares of Common Stock as to which
                  the SAR is exercised multiplied by the amount of the
                  appreciation in such shares (for this purpose, the
                  "appreciation" shall be the amount by which the Fair Market
                  Value of the shares of Common Stock subject to the SAR on the
                  exercise date exceeds (1) in the case of a SAR related to a
                  stock option, the purchase price of the shares of Common Stock
                  under the stock option or (2) in the case of a SAR granted
                  alone, without reference to a related stock option, an amount
                  which shall be determined by the Committee at the time of
                  grant, subject to adjustment under Section 11.6); by

                           (b) the Fair Market Value of a share of Common Stock
                  on the exercise date.

                  In lieu of issuing shares of Common Stock upon the exercise of
         a SAR, the Committee may elect to pay the holder of the SAR cash equal
         to the Fair Market Value on the exercise date of any or all of the
         shares which would otherwise be issuable. No fractional shares of
         Common Stock shall be issued upon the exercise of a SAR; instead, the
         holder of the SAR shall be entitled to receive a cash adjustment equal
         to the same fraction of the Fair Market Value of



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         a share of Common Stock on the exercise date or to purchase the portion
         necessary to make a whole share at its Fair Market Value on the date of
         exercise.

         8. Stock Awards and Restricted Stock. A stock award consists of the
transfer by the Company to a participant of shares of Common Stock, without
other payment therefor, as additional compensation for services to the Company.
A share of restricted stock consists of shares of Common Stock which are sold or
transferred by the Company to a participant at a price determined by the
Committee (which price shall be at least equal to the minimum price required by
applicable law for the issuance of a share of Common Stock) and subject to
restrictions on their sale or other transfer by the participant. The transfer of
Common Stock pursuant to stock awards and the transfer and sale of restricted
stock shall be subject to the following terms and conditions:

                  8.1. Number of Shares. The number of shares to be transferred
         or sold by the Company to a participant pursuant to a stock award or as
         restricted stock shall be determined by the Committee.

                  8.2. Sale Price. The Committee shall determine the price, if
         any, at which shares of restricted stock shall be sold to a
         participant, which may vary from time to time and among participants
         and which may be below the Fair Market Value of such shares of Common
         Stock at the date of sale.

                  8.3. Restrictions. All shares of restricted stock transferred
         or sold hereunder shall be subject to such restrictions as the
         Committee may determine, including, without limitation any or all of
         the following:

                           (a) a prohibition against the sale, transfer, pledge
                  or other encumbrance of the shares of restricted stock, such
                  prohibition to lapse at such time or times as the Committee
                  shall determine (whether in annual or more frequent
                  installments, at the time of the death, disability or
                  retirement of the holder of such shares, or otherwise);

                           (b) a requirement that the holder of shares of
                  restricted stock forfeit, or (in the case of shares sold to a
                  participant) resell back to the Company at his cost, all or a
                  part of such shares in the event of termination of his
                  employment during any period in which such shares are subject
                  to restrictions;

                           (c) such other conditions or restrictions as the
                  Committee may deem advisable.
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                  8.4. Escrow. In order to enforce the restrictions imposed by
         the Committee pursuant to Section 8.3, the participant receiving
         restricted stock shall enter into an agreement with the Company setting
         forth the conditions of the grant. Shares of restricted stock shall be
         registered in the name of the participant and deposited, together with
         a stock power endorsed in blank, with the Company. Each such
         certificate shall bear a legend in substantially the following form:

                  The transferability of this certificate and the
                  shares of Common Stock represented by it are subject
                  to the terms and conditions (including conditions of
                  forfeiture) contained in the 1995 Stock Option and
                  Compensation Plan of Rainforest Cafe, Inc. (the
                  "Company"), and an agreement entered into between
                  the registered owner and the Company. A copy of the
                  Plan and the agreement is on file in the office of
                  the secretary of the Company.

                  8.5. End of Restrictions. Subject to Section 11.5, at the end
         of any time period during which the shares of restricted stock are
         subject to forfeiture and restrictions on transfer, such shares will be
         delivered free of all restrictions to the participant or to the
         participant's legal representative, beneficiary or heir.

                  8.6. Shareholder. Subject to the terms and conditions of the
         Plan, each participant receiving restricted stock shall have all the
         rights of a shareholder with respect to shares of stock during any
         period in which such shares are subject to forfeiture and restrictions
         on transfer, including without limitation, the right to vote such
         shares. Dividends paid in cash or property other than Common Stock with
         respect to shares of restricted stock shall be paid to the participant
         currently.

         9. Performance Shares. A performance share consists of an award which
shall be paid in shares of Common Stock, as described below. The grant of
performance share shall be subject to such terms and conditions as the Committee
deems appropriate, including the following:

                  9.1. Performance Objectives. Each performance share will be
         subject to performance objectives for the Company or one of its
         operating units to be achieved by the end of a specified period. The
         number of performance shares granted shall be determined by the
         Committee and may be subject to such terms and conditions, as the
         Committee shall determine. If the performance objectives are achieved,
         each participant will be paid in shares of Common Stock or cash. If
         such objectives are not met, each grant of performance shares may
         provide for lesser payments in accordance with formulas established in
         the award.
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                  9.2. Not Shareholder. The grant of performance shares to a
         participant shall not create any rights in such participant as a
         shareholder of the Company, until the payment of shares of Common Stock
         with respect to an award.

                  9.3. No Adjustments. No adjustment shall be made in
         performance shares granted on account of cash dividends which may be
         paid or other rights which may be issued to the holders of Common Stock
         prior to the end of any period for which performance objectives were
         established.

                  9.4. Expiration of Performance Share. If any participant's
         employment with the Company is terminated for any reason other than
         normal retirement, death or disability prior to the achievement of the
         participant's stated performance objectives, all the participants
         rights on the performance shares shall expire and terminate unless
         otherwise determined by the Committee. In the event of termination of
         employment by reason of death, disability, or normal retirement, the
         Committee, in its own discretion may determine what portions, if any,
         of the performance shares should be paid to the participant.

         10. Cash Awards. A cash award consists of a monetary payment made by
the Company to a participant as additional compensation for his services to the
Company. Payment of a cash award will normally depend on achievement of
performance objectives by the Company or by individuals. The amount of any
monetary payment constituting a cash award shall be determined by the Committee
in its sole discretion. Cash awards may be subject to other terms and
conditions, which may vary from time to time and among participants, as the
Committee determines to be appropriate.

         11. General.

                  11.1. Effective Date. The Plan will become effective upon its
         approval by the affirmative vote of the holders of a majority of the
         voting power of the shares of the Company's Common Stock present and
         entitled to vote at a meeting of its shareholders. Unless approved
         within one year after the date of the Plan's adoption by the Board of
         Directors, the Plan shall not be effective for any purpose.

                  11.2. Duration. The Plan shall remain in effect until all
         Incentives granted under the Plan have either been satisfied by the
         issuance of shares of Common Stock or the payment of cash or been
         terminated under the terms of the Plan and all restrictions imposed on
         shares of Common Stock in connection with their issuance under the Plan
         have lapsed. No Incentives may be granted under the Plan after the
         tenth anniversary of the date the Plan is approved by the shareholders
         of the Company.
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                  11.3. Non-transferability of Incentives. No stock option, SAR,
         restricted stock or performance award may be transferred, pledged or
         assigned by the holder thereof (except, in the event of the holder's
         death, by will or the laws of descent and distribution to the limited
         extent provided in the Plan or in the Incentive) and the Company shall
         not be required to recognize any attempted assignment of such rights by
         any participant. During a participant's lifetime, an Incentive may be
         exercised only by him or by his guardian or legal representative.

                  11.4. Effect of Termination of Employment or Death. In the
         event that a participant ceases to be an employee of the Company for
         any reason, including death, any Incentives may be exercised or shall
         expire at such times as may be determined by the Committee.

                  11.5. Additional Condition. Notwithstanding anything in this
         Plan to the contrary: (a) the Company may, if it shall determine it
         necessary or desirable for any reason, at the time of award of any
         Incentive or the issuance of any shares of Common Stock pursuant to any
         Incentive, require the recipient of the Incentive, as a condition to
         the receipt thereof or to the receipt of shares of Common Stock issued
         pursuant thereto, to deliver to the Company a written representation of
         present intention to acquire the Incentive or the shares of Common
         Stock issued pursuant thereto for his own account for investment and
         not for distribution; and (b) if at any time the Company further
         determines, in its sole discretion, that the listing, registration or
         qualification (or any updating of any such document) of any Incentive
         or the shares of Common Stock issuable pursuant thereto is necessary on
         any securities exchange or under any federal or state securities or
         blue sky law, or that the consent or approval of any governmental
         regulatory body is necessary or desirable as a condition of, or in
         connection with the award of any Incentive, the issuance of shares of
         Common Stock pursuant thereto, or the removal of any restrictions
         imposed on such shares, such Incentive shall not be awarded or such
         shares of Common Stock shall not be issued or such restrictions shall
         not be removed, as the case may be, in whole or in part, unless such
         listing, registration, qualification, consent or approval shall have
         been effected or obtained free of any conditions not acceptable to the
         Company.

                  11.6. Adjustment. In the event of any merger, consolidation or
         reorganization of the Company with any other corporation or
         corporations, there shall be substituted for each of the shares of
         Common Stock then subject to the Plan, including shares subject to
         restrictions, options, or achievement of performance share objectives,
         the number and kind of shares of stock or other securities to which the
         holders of the shares of Common Stock will be entitled pursuant to the
         transaction. In the event of any recapitalization, stock dividend,
         stock split, combination of shares or other change in the Common Stock,
         the number of shares of Common Stock then subject to the Plan,
         including shares

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         subject to restrictions, options or achievements of performance shares,
         shall be adjusted in proportion to the change in outstanding shares of
         Common Stock. In the event of any such adjustments, the purchase price
         of any option, the performance objectives of any Incentive, and the
         shares of Common Stock issuable pursuant to any Incentive shall be
         adjusted as and to the extent appropriate, in the discretion of the
         Committee, to provide participants with the same relative rights before
         and after such adjustment.

                  11.7. Incentive Plans and Agreements. Except in the case of
         stock awards or cash awards, the terms of each Incentive shall be
         stated in a plan or agreement approved by the Committee. The Committee
         may also determine to enter into agreements with holders of options to
         reclassify or convert certain outstanding options, within the terms of
         the Plan, as Incentive Stock Options or as non-statutory stock options
         and in order to eliminate SARs with respect to all or part of such
         options and any other previously issued options.

                  11.8. Withholding.

                           (a) The Company shall have the right to withhold from
                  any payments made under the Plan or to collect as a condition
                  of payment, any taxes required by law to be withheld. At any
                  time when a participant is required to pay to the Company an
                  amount required to be withheld under applicable income tax
                  laws in connection with a distribution of Common Stock or upon
                  exercise of an option or SAR, the participant may satisfy this
                  obligation in whole or in part by electing (the "Election") to
                  have the Company withhold from the distribution shares of
                  Common Stock having a value up to the amount required to be
                  withheld. The value of the shares to be withheld shall be
                  based on the Fair Market Value of the Common Stock on the date
                  that the amount of tax to be withheld shall be determined
                  ("Tax Date").

                           (b) Each Election must be made prior to the Tax Date.
                  The Committee may disapprove of any Election, may suspend or
                  terminate the right to make Elections, or may provide with
                  respect to any Incentive that the right to make Elections
                  shall not apply to such Incentive. An Election is irrevocable.

                           (c) If a participant is an officer or director of the
                  Company within the meaning of Section 16 of the 1934 Act, then
                  an Election is subject to the following additional
                  restrictions:

                                    (1) No Election shall be effective for a Tax
                           Date which occurs within six months of the grant of
                           the award, except that this limitation shall not
                           apply in the event death or disability


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                           of the participant occurs prior to the expiration of
                           the six-month period.

                                    (2) The Election must be made either six
                           months prior to the Tax Date or must be made during a
                           period beginning on the third business day following
                           the date of release for publication of the Company's
                           quarterly or annual summary statements of sales and
                           earnings and ending on the twelfth business day
                           following such date.

                  11.9. No Continued Employment or Right to Corporate Assets. No
         participant under the Plan shall have any right, because of his or her
         participation, to continue in the employ of the Company for any period
         of time or to any right to continue his or her present or any other
         rate of compensation. Nothing contained in the Plan shall be construed
         as giving an employee, the employee's beneficiaries or any other person
         any equity or interests of any kind in the assets of the Company or
         creating a trust of any kind or a fiduciary relationship of any kind
         between the Company and any such person.

                  11.10. Deferral Permitted. Payment of cash or distribution of
         any shares of Common Stock to which a participant is entitled under any
         Incentive shall be made as provided in the Incentive. Payment may be
         deferred at the option of the participant if provided in the Incentive.

                  11.11. Amendment of the Plan. The Board may amend or
         discontinue the Plan at any time. However, no such amendment or
         discontinuance shall, subject to adjustment under Section 11.6, (a)
         change or impair, without the consent of the recipient, an Incentive
         previously granted, (b) increase the maximum number of shares of Common
         Stock which may be issued to all participants under the Plan, (c)
         change or expand the types of Incentives that may be granted under the
         Plan, (d) change the class of persons eligible to receive Incentives
         under the Plan, or (e) materially increase the benefits accruing to
         participants under the Plan.
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                  11.12. Immediate Acceleration of Incentives. Notwithstanding
         any provision in this Plan or in any Incentive to the contrary, (a) the
         restrictions on all shares of restricted stock award shall lapse
         immediately, (b) all outstanding options and SARs will become
         exercisable immediately, and (c) all performance shares shall be deemed
         to be met and payment made immediately, if subsequent to the date that
         the Plan is approved by the Board of Directors of the Company, any of
         the following events occur unless otherwise determined by the Board of
         Directors and a majority of the Continuing Directors (as defined
         below):

                           (1) any person or group of persons becomes the
                  beneficial owner of 30% or more of any equity security of the
                  Company entitled to vote for the election of directors;

                           (2) a majority of the members of the Board of
                  Directors of the Company is replaced within the period of less
                  than two years by directors not nominated and approved by the
                  Board of Directors; or

                           (3) the shareholders of the Company approve an
                  agreement to merge or consolidate with or into another
                  corporation or an agreement to sell or otherwise dispose of
                  all or substantially all of the Company's assets (including a
                  plan of liquidation).

         For purposes of this Section 11.12, beneficial ownership by a person or
group of persons shall be determined in accordance with Regulation 13D (or any
similar successor regulation) promulgated by the Securities and Exchange
Commission pursuant to the 1934 Act. Beneficial ownership of more than 30% of an
equity security may be established by any reasonable method, but shall be
presumed conclusively as to any person who files a Schedule 13D report with the
Securities and Exchange Commission reporting such ownership. If the restrictions
and forfeitability periods are eliminated by reason of provision (1), the
limitations of this Plan shall not become applicable again should the person
cease to own 30% or more of any equity security of the Company.

         For purposes of this Section 11.12, "Continuing Directors" are
directors (a) who were in office prior to the time any of provisions (1), (2) or
(3) occurred or any person publicly announced an intention to acquire 20% or
more of any equity security of the Company, (b) directors in office for a period
of more than two years, and (c) directors nominated and approved by the
Continuing Directors.

         11.13. Definition of Fair Market Value. For purposes of this Plan, the
"Fair Market Value" of a share of Common Stock at a specified date shall, unless
otherwise expressly provided in this Plan, be the amount which the Committee
determines in good faith to be 100% of the fair market value of such a share as
of the date in question; provided, however, that notwithstanding the foregoing,
if such shares are listed on a U.S. securities exchange or are quoted on the
NASDAQ National Market System or


<PAGE>   13

NASDAQ Small-Cap Stock Market ("NASDAQ"), then Fair Market Value shall be
determined by reference to the last sale price of a share of Common Stock on
such U.S. securities exchange or NASDAQ on the applicable date. If such U.S.
securities exchange or NASDAQ is closed for trading on such date, or if the
Common Stock does not trade on such date, then the last sale price used shall be
the one on the date the Common Stock last traded on such U.S. securities
exchange or NASDAQ.