EXHIBIT 10.8
                            THE FOREFRONT GROUP, INC.

                            AMENDED AND RESTATED 1996
                                STOCK OPTION PLAN


     1.  PURPOSES OF THE PLAN.  The purposes of this  Amended and Restated  1996
Stock  Option Plan are to attract and retain the best  available  personnel  for
positions of  substantial  responsibility,  to provide  additional  incentive to
Employees and Consultants of the Company and its Subsidiaries and to promote the
success  of the  Company's  business.  Options  granted  under  this Plan may be
incentive  stock options (as defined under Section 422 of the Code,  and limited
to  750,000  shares)  or  nonqualified  stock  options,  as  determined  by  the
Administrator  at the time of grant of an option and  subject to the  applicable
provisions  of  Section  422  of the  Code,  as  amended,  and  the  regulations
promulgated thereunder.  This Amended and Restated 1996 Stock Option Plan amends
and restates in its entirety the 1996 Nonqualified Stock Option Plan.

     2. DEFINITIONS. As used herein, the following definitions shall apply:

          (a)  "Administrator"  means  the  Board or any of its  Committees,  as
     applicable,  that is  administering  the Plan  pursuant to Section 4 of the
     Plan.

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

          (c) "Code" means the Internal Revenue Code of 1986, as amended.

          (d)  "Committee"  means  the  Committee  appointed  by  the  Board  of
     Directors in accordance with paragraph (a) of Section 4 of the Plan.

          (e) "Company" means The ForeFront Group, Inc., a Delaware corporation.

          (f) "Consultant" means any consultant or advisor to the Company or any
     Parent or Subsidiary  and any director of the Company  whether  compensated
     for such  services  or not,  provided  that if and in the event the Company
     registers  any class of any equity  security  pursuant to the Exchange Act,
     the term  Consultant  shall  thereafter  not include  directors who are not
     compensated  for their  services or are paid only a  director's  fee by the
     Company.

          (g)  "Continuous  Status  as an  Employee"  means the  absence  of any
     interruption  or termination of the employment  relationship by the Company
     or any Subsidiary. Continuous Status as an Employee shall not be considered
     interrupted in the case of: (i) any leave of absence approved by the Board,
     including  sick  leave,  military  leave,  or  any  other  personal  leave;
     provided, however, that for purposes of Incentive Stock Options, such leave
     is for a period of not more than ninety (90) days, unless reemployment upon
     the  expiration  of such leave is  guaranteed  by contract  or statute,  or
     unless provided otherwise pursuant to


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     Company  policy adopted from time to time; or (ii) in the case of transfers
     between  locations of the Company or between the Company,  its Subsidiaries
     or its successor.

          (h)  "Employee"  means any person,  including  officers and directors,
     employed by the Company or any Parent or  Subsidiary  of the  Company.  The
     payment of a  director's  fee by the  Company  shall not be  sufficient  to
     constitute "employment" by the Company.

          (i)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended.

          (j) "Fair  Market  Value"  means,  as of any date,  the value of Stock
     determined as follows:

               (i) If the Stock is listed on any established stock exchange or a
          national  market  system  including  without  limitation  the National
          Market System of the National Association of Securities Dealers,  Inc.
          Automated Quotation  ("NASDAQ") System, its Fair Market Value shall be
          the  closing  sales  price for such stock (or the  closing  bid, if no
          sales  were  reported,  as quoted on such  system or  exchange  or the
          exchange  with the  greatest  volume of  trading in Stock for the last
          market trading day prior to the time of  determination) as reported in
          the Wall  Street  Journal  or such other  source as the  Administrator
          deems reliable;

               (ii) If the Stock is quoted on the NASDAQ  System (but not on the
          National  Market System  thereof) or regularly  quoted by a recognized
          securities dealer but selling prices are not reported, its Fair Market
          Value shall be the mean  between the high and low asked prices for the
          Stock; or

               (iii) In the absence of an established  market for the Stock, the
          Fair Market Value  thereof  shall be  determined  in good faith by the
          Administrator.

          (k) "Incentive Stock Option" means an Option intended to qualify as an
     incentive stock option within the meaning of Section 422 of the Code.

          (l)  "Nonqualified  Stock  Option"  means an Option  not  intended  to
     qualify as an Incentive Stock Option.

          (m) "Option" means a stock option granted pursuant to the Plan.

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

          (o) "Optionee" means an Employee or Consultant who receives an Option.

          (p) "Parent"  means a "parent  corporation,"  whether now or hereafter
     existing, as defined in Section 424(e) of the Code.


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          (q) "Plan" means this Amended and Restated 1996 Stock Option Plan.

          (r) "Share" means a share of the Stock, as adjusted in accordance with
     Section 12 of the Plan.

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

          (t)  "Subsidiary"  means a  "subsidiary  corporation,"  whether now or
     hereafter existing, as defined in Section 424(f) of the Code.

     3. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions of Section 12 of
the Plan,  the maximum  number of shares of Stock which may be optioned and sold
under the Plan is 2,000,000 shares. The shares may be authorized,  but unissued,
or reacquired Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.

     4. ADMINISTRATION OF THE PLAN.

          (a) PROCEDURE.

               (i) ADMINISTRATION  WITH RESPECT TO DIRECTORS AND OFFICERS.  With
          respect to grants of Options to  Employees  who are also  officers  or
          directors of the Company,  the Plan shall be  administered  by (A) the
          Board or (B) a Committee  designated  by the Board to  administer  the
          Plan,  which  Committee  shall be  constituted  in such a manner as to
          permit  the Plan to  comply  with  Rule  16b-3  promulgated  under the
          Exchange Act or any successor thereto ("Rule 16b-3") with respect to a
          plan intended to qualify  thereunder  as a  discretionary  plan.  Once
          appointed,  such  Committee  shall continue to serve in its designated
          capacity until otherwise  directed by the Board. From time to time the
          Board may increase the size of the  Committee  and appoint  additional
          members  thereof,  remove  members (with or without cause) and appoint
          new members in substitution therefor, fill vacancies,  however caused,
          and  remove all  members  of the  Committee  and  thereafter  directly
          administer  the Plan,  all to the extent  permitted by Rule 16b-3 with
          respect to a plan intended to qualify  thereunder  as a  discretionary
          plan.   Notwithstanding   the   foregoing,   the  Plan  shall  not  be
          administered  by the Board if (a) the  Company  and its  officers  and
          directors  are then subject to the  requirements  of Section 16 of the
          Exchange  Act and (b) the  Board's  administration  of the Plan  would
          prevent the Plan from complying with Rule 16b-3.

               (ii) MULTIPLE  ADMINISTRATIVE BODIES. If permitted by Rule 16b-3,
          the Plan may be  administered  by  different  bodies  with  respect to
          directors,   non-director  officers  and  Employees  who  are  neither
          directors nor officers.



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               (iii)  ADMINISTRATION  WITH  RESPECT  TO  CONSULTANTS  AND  OTHER
          EMPLOYEES.   With  respect  to  grants  of  Options  to  Employees  or
          Consultants who are neither directors nor officers of the Company, the
          Plan  shall  be  administered  by (A)  the  Board  or (B) a  Committee
          designated by the Board,  which Committee shall be constituted in such
          a  manner  as to  satisfy  the  legal  requirements  relating  to  the
          administration  of incentive  stock option plans, if any, of corporate
          and  securities  laws  applicable  to the Company and of the Code (the
          "Applicable Laws").  Once appointed,  such Committee shall continue to
          serve in its  designated  capacity  until  otherwise  directed  by the
          Board.  From  time to time  the  Board  may  increase  the size of the
          Committee and appoint additional members thereof, remove members (with
          or without  cause) and appoint new members in  substitution  therefor,
          fill  vacancies,  however  caused,  and  remove  all  members  of  the
          Committee and  thereafter  directly  administer  the Plan,  all to the
          extent permitted by the Applicable Laws.

          (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan
     and in the case of a Committee,  the specific duties delegated by the Board
     to such  Committee,  the  Administrator  shall have the  authority,  in its
     discretion:

               (i)  to  determine  the  Fair  Market  Value  of  the  Stock,  in
          accordance with Section 2(j) of the Plan;

               (ii) to select the  officers,  Consultants  and Employees to whom
          Options may from time to time be granted hereunder;

               (iii) to determine whether and to what extent Options are granted
          hereunder;

               (iv) to determine  the number of shares of Stock to be covered by
          each such award granted hereunder;

               (v) to approve forms of agreement for use under the Plan;

               (vi) to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any award granted hereunder (including,  but
          not  limited  to,  the per share  exercise  price for the Shares to be
          issued  pursuant to the exercise of an Option and any  restriction  or
          limitation,  or any  vesting  acceleration  or  waiver  of  forfeiture
          restrictions  regarding any Option or other award and/or the shares of
          Stock  relating  thereto,  based in each case on such  factors  as the
          Administrator shall determine, in its sole discretion);

               (vii) to determine whether and under what circumstances an Option
          may be bought-out for cash under subsection 9(f);

               (viii) to  determine  whether,  to what  extent  and  under  what
          circumstances Stock and other amounts payable with respect to an award
          under  this Plan  shall be  deferred  either  automatically  or at the
          election of the participant (including providing for and determining


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          the amount,  if any, of any deemed  earnings  on any  deferred  amount
          during any deferral period); and

               (ix) to  reduce  the  exercise  price of any  Option  to the then
          current  Fair  Market  Value if the  Fair  Market  Value of the  Stock
          covered by such Option shall have  declined  since the date the Option
          was granted.

          (c) EFFECT OF COMMITTEE'S DECISION. All decisions,  determinations and
     interpretations  of the  Administrator  shall be final and  binding  on all
     Optionees  and any other  holders of any  Options.  Neither the Board,  the
     Committee  nor any member  thereof  shall be liable for any act,  omission,
     interpretation,  construction or determination  made in connection with the
     Plan in good faith, and the members of the Board and of the Committee shall
     be entitled to indemnification  and reimbursement by the Company in respect
     of any claim,  loss,  damage or expense  (including  counsel  fees) arising
     therefrom to the full extent permitted by law.

     5. ELIGIBILITY.

          (a)  Nonqualified  Stock  Options  may be  granted  to  Employees  and
     Consultants.  Incentive Stock Options may be granted only to Employees, and
     may not be granted for more than 750,000 shares at any time. An Employee or
     Consultant who has been granted an Option may, if he is otherwise eligible,
     be granted an additional Option or Options.

          (b) Each Option shall be designated in the written option agreement as
     either an Incentive Stock Option or a Nonqualified  Stock Option.  However,
     notwithstanding  such  designations,  to the extent that the aggregate Fair
     Market  Value of the Shares with  respect to which  Options  designated  as
     Incentive  Stock Options are exercisable for the first time by any Optionee
     during any  calendar  year (under all plans of the Company or any Parent or
     Subsidiary)  exceeds  $100,000,  such  excess  Options  shall be treated as
     Nonqualified Stock Options.

          (c) For purposes of Section  5(b),  Incentive  Stock  Options shall be
     taken into  account in the order in which they were  granted,  and the Fair
     Market  Value of the Shares shall be  determined  as of the time the Option
     with respect to such Shares is granted.

          (d) The Plan shall not confer upon any Optionee any right with respect
     to continuation of employment or consulting  relationship with the Company,
     nor shall it interfere in any way with his right or the Company's  right to
     terminate his employment or consulting  relationship  at any time,  with or
     without cause,  unless  otherwise agreed in writing by the Company and such
     Optionee.

     6. TERM OF PLAN.  The Plan shall become  effective upon its adoption by the
Board of Directors  subject only to approval by the holders of a majority of the
outstanding Shares within 12 months after such date. It shall continue in effect
until June 30, 2006 unless extended by the


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Board or sooner  terminated  under  Section 14 of the Plan. No grants of Options
will be made pursuant to the Plan after June 30 2006.

     7. TERM OF OPTION.  The term of each Option shall be the term stated in the
Option  Agreement;  provided,  however,  that in the case of an Incentive  Stock
Option,  the term  shall be no more than ten (10)  years  from the date of grant
thereof  or  such  shorter  term as may be  provided  in the  Option  Agreement.
However,  in the case of an Option  granted to an Optionee  who, at the time the
Option is granted,  owns Stock  representing  more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of grant thereof or
such shorter term as may be provided in the Option Agreement.

     8. OPTION EXERCISE PRICE AND CONSIDERATION.

          (a) The per share exercise price for the Shares to be issued  pursuant
     to  exercise  of an  Option  shall be such  price as is  determined  by the
     Administrator, but shall be subject to the following:

               In the case of an Incentive Stock Option:

               (i) granted to an Employee  who, at the time of the grant of such
          Incentive Stock Option,  owns stock representing more than ten percent
          (10%) of the voting  power of all  classes of stock of the  Company or
          any Parent or  Subsidiary,  the per Share  exercise  price shall be no
          less  than  110% of the Fair  Market  Value  per  Share on the date of
          grant.

               (ii) granted to any Employee,  the per Share exercise price shall
          be no less than 100% of the Fair Market Value per Share on the date of
          grant.

          (b) The  consideration  to be paid for the  Shares to be  issued  upon
     exercise of an Option, including the method of payment, shall be determined
     by the Administrator (and, in the case of an Incentive Stock Option,  shall
     be determined  at the time of grant) and may consist  entirely of (1) cash,
     (2) check, (3) promissory  note, (4) other shares of the Company's  capital
     stock  which  (x) in the case of  shares  of the  Company's  capital  stock
     acquired  upon exercise of an Option either have been owned by the Optionee
     for more than six  months on the date of  surrender  or were not  acquired,
     directly or indirectly,  from the Company, and (y) have a Fair Market Value
     on the date of  surrender  equal  to the  aggregate  exercise  price of the
     Shares as to which said Option shall be exercised,  (5)  authorization  for
     the  Company  to  retain  from the  total  number of Shares as to which the
     Option is exercised that number of Shares having a Fair Market Value on the
     date of exercise equal to the exercise price for the total number of Shares
     as to which the Option is  exercised,  (6) delivery of a properly  executed
     exercise  notice  together  with  irrevocable  instructions  to a broker to
     promptly  deliver  to the  Company  the  amount  of sale  or loan  proceeds
     required to pay the exercise  price,  (7) any  combination of the foregoing
     methods of payment,  or (8) such other  consideration and method of payment
     for the issuance of Shares to the extent permitted under applicable laws.


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     9. EXERCISE OF OPTION.

          (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  Administrator,  including  performance
     criteria with respect to the Company  and/or the Optionee,  and as shall be
     permissible under the terms of the Plan. An Option may not be exercised for
     a fraction of a Share.

          An Option shall be deemed to be exercised,  and the Optionee deemed to
     be a stockholder of the Shares being purchased upon exercise,  when written
     notice of such  exercise has been given to the Company in  accordance  with
     the terms of the Option by the person  entitled to exercise  the Option and
     full  payment for the Shares with  respect to which the Option is exercised
     has been  received by the Company.  Full payment may, as  authorized by the
     Board,  consist of any  consideration and method of payment allowable under
     Section 8(b) of the Plan.

          Exercise of an Option in any manner  shall result in a decrease in the
     number of Shares which  thereafter  may be available,  both for purposes of
     the Plan and for sale under the Option, by the number of Shares as to which
     the Option is exercised.

          (b)  TERMINATION  OF  EMPLOYMENT.  In the event of  termination  of an
     Optionee's  relationship  as a Consultant  (unless such  termination is for
     purposes of becoming an Employee of the Company) or Continuous Status as an
     Employee with the Company (as the case may be), such Optionee may, but only
     within  ninety (90) days (or such other period of time as is  determined by
     the Board, with such determination in the case of an Incentive Stock Option
     being made at the time of grant of the Option and not exceeding ninety (90)
     days)  after the date of such  termination  (but in no event later than the
     expiration  date of the term of such  Option  as set  forth  in the  Option
     Agreement), exercise his Option to the extent that Optionee was entitled to
     exercise it at the date of such  termination.  To the extent that  Optionee
     was not entitled to exercise the Option at the date of such termination, or
     if Optionee does not exercise such Option to the extent so entitled  within
     the time specified herein, the Option shall terminate.

          (c) DISABILITY OF OPTIONEE.  Notwithstanding the provisions of Section
     9(b) above, in the event of termination of an Optionee's  relationship as a
     Consultant or Continuous Status as an Employee as a result of his total and
     permanent disability (as defined in Section 22(e)(3) of the Code), Optionee
     may, but only within  twelve (12) months from the date of such  termination
     (but in no event later than the expiration  date of the term of such Option
     as set forth in the Option  Agreement),  exercise  the Option to the extent
     otherwise  entitled to exercise it at the date of such termination.  To the
     extent that Optionee was not entitled to exercise the Option at the date of
     termination,  or if Optionee does not exercise such Option to the extent so
     entitled within the time specified herein, the Option shall terminate.



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          (d) DEATH OF OPTIONEE.  In the event of the death of an Optionee,  the
     Option may be exercised,  at any time within  twelve (12) months  following
     the date of death (but in no event  later than the  expiration  date of the
     term  of  such  Option  as set  forth  in  the  Option  Agreement),  by the
     Optionee's  estate or by a person who  acquired  the right to exercise  the
     Option by bequest or  inheritance,  but only to the extent the Optionee was
     entitled  to exercise  the Option at the date of death.  To the extent that
     Optionee   was  not  entitled  to  exercise  the  Option  at  the  date  of
     termination, or if the Optionee's estate (or such other person who acquired
     the right to exercise  the  Option)  does not  exercise  such Option to the
     extent so  entitled  within the time  specified  herein,  the Option  shall
     terminate.

          (e) RULE 16B-3. Options granted to persons subject to Section 16(b) of
     the  Exchange  Act must  comply  with Rule  16b-3 and  shall  contain  such
     additional  conditions  or  restrictions  as may be required  thereunder to
     qualify for the maximum  exemption from Section 16 of the Exchange Act with
     respect to Plan transactions.

          (f) BUYOUT PROVISIONS.  The Administrator may at any time offer to buy
     out for a payment in cash or Shares, an Option previously granted, based on
     such  terms  and  conditions  as  the  Administrator  shall  establish  and
     communicate to the Optionee at the time that such offer is made.

     10.  NON-TRANSFERABILITY  OF OPTIONS.  The Option may not be sold, pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

     11.  STOCK  WITHHOLDING  TO SATISFY  WITHHOLDING  TAX  OBLIGATIONS.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option,  which tax  liability is subject to tax  withholding
under  applicable  tax laws, and the Optionee is obligated to pay the Company an
amount  required to be withheld  under  applicable  tax laws,  the  Optionee may
satisfy the withholding tax obligation by electing to have the Company  withhold
from the Shares to be issued upon exercise of the Option,  that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld  shall be  determined on the date that
the amount of tax to be withheld is to be determined (the "Tax Date").

     All elections by an Optionee to have Shares withheld for this purpose shall
be made in  writing  in a form  acceptable  to the  Administrator  and  shall be
subject to the following restrictions:

          (a) the election must be made on or prior to the applicable Tax Date;

          (b) once made,  the election shall be irrevocable as to the particular
     Shares of the Option as to which the election is made;



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          (c) all elections  shall be subject to the consent or  disapproval  of
     the Administrator; and

          (d) if the Optionee is subject to Rule 16b-3, the election must comply
     with the  applicable  provisions of Rule 16b-3 and shall be subject to such
     additional  conditions  or  restrictions  as may be required  thereunder to
     qualify for the maximum  exemption from Section 16 of the Exchange Act with
     respect to Plan transactions.

     In the event the  election to have  Shares  withheld is made by an Optionee
and the Tax Date is deferred under Section 83 of the Code because no election is
filed under  Section  83(b) of the Code,  the  Optionee  shall  receive the full
number of Shares with respect to which the Option is exercised but such Optionee
shall be  unconditionally  obligated  to tender  back to the  Company the proper
number of Shares on the Tax Date.

     12.  CHANGES  IN  THE  COMPANY'S  CAPITAL   STRUCTURE.   The  existence  of
outstanding  Options  shall  not  affect  in any way the  right  or power of the
Company  or its  stockholders  to  make  or  authorize  any or all  adjustments,
recapitalizations,  reorganizations  or other changes in the  Company's  capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds,  debentures,  preferred  or prior  preference  stock ahead of or
affecting the Stock or the rights thereof,  or the dissolution or liquidation of
the  Company,  or any  sale or  transfer  of all or any  part of its  assets  or
business,  or any  other  corporate  act or  proceeding,  whether  of a  similar
character or otherwise.

     If the Company shall effect a  subdivision  or  consolidation  of shares or
other capital  readjustment,  the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without receiving
compensation  therefor  in money,  services  or  property,  then (a) the number,
class,  and per share price of shares of Stock  subject to  outstanding  Options
hereunder  shall be  appropriately  adjusted  in such a manner as to  entitle an
Optionee to receive  upon  exercise of an Option,  for the same  aggregate  cash
consideration,  the same  total  number  and class of  shares  as he would  have
received  had he  exercised  his Option in full  immediately  prior to the event
requiring the  adjustment;  and (b) the number and class of shares of Stock then
reserved for issuance under the Plan shall be adjusted by  substituting  for the
total number and class of shares of Stock then reserved that number and class of
shares of stock that would have been received by the owner of an equal number of
outstanding  shares of each class of Stock as the result of the event  requiring
the adjustment.

     Unless otherwise  expressly  provided in an Option Agreement (as defined in
Section 17), upon a Corporate  Change (as defined  below),  notwithstanding  any
other term of this Plan,  any and all  outstanding  Options not fully vested and
exercisable  shall vest in full and be  immediately  exercisable,  and any other
restrictions  on  such  Options  including,  without  limitation,   requirements
concerning the achievement of specific goals shall terminate.



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     As used in this Plan, a "Corporate Change" shall be deemed to have occurred
upon, and shall mean (A) the acquisition  after July 19, 1996 by any individual,
entity or group  (within  the  meaning of Section  13(d)(3)  or  14(d)(2) of the
Exchange Act) (a "Person"),  of beneficial ownership (within the meaning of Rule
13d-3  promulgated under the Exchange Act) of 80% or more of either (i) the then
outstanding  shares of Stock of the Company  (the  "Outstanding  Company  Common
Stock")  or (ii)  the  combined  voting  power of the  then  outstanding  voting
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors (the "Outstanding Company Voting Securities"); provided, however, that
the following  transactions  shall not  constitute a Corporate  Change:  (u) any
acquisition  by virtue  of the  conversion  of  preferred  stock of the  Company
outstanding  on July 19,  1996,  (v)  customary  transactions  with and  between
underwriters  and  selling  group  members  with  respect to a bona fide  public
offering of securities, (w) any acquisition directly from the Company (excluding
an  acquisition  by virtue of the exercise of a conversion  privilege),  (x) any
acquisition by the Company,  (y) any acquisition by any employee benefit plan(s)
(or related trust(s))  sponsored or maintained by the Company or any corporation
controlled  by the Company or (z) any  acquisition  by any entity  pursuant to a
reorganization,   merger  or  consolidation,   if,  immediately  following  such
reorganization, merger or consolidation the conditions described in clauses (i),
(ii) and (iii) of clause B of this paragraph are satisfied;  or (B) the approval
by the stockholders of the Company of a reorganization, merger or consolidation,
in each  case,  unless  immediately  following  such  reorganization,  merger or
consolidation (i) more than 60% of, respectively, the then outstanding shares of
common stock (or other equivalent  securities) of the entity resulting from such
reorganization,  merger or  consolidation  and the combined  voting power of the
then outstanding  voting securities of such entity entitled to vote generally in
the election of directors (or other similar governing body) is then beneficially
owned,  directly or indirectly,  by all or substantially  all of the individuals
and entities who were the beneficial  owners,  respectively,  of the Outstanding
Company Common Stock and the Outstanding  Company Voting Securities  immediately
prior to such reorganization,  merger or consolidation in substantially the same
proportions as their ownership, immediately prior to such reorganization, merger
or  consolidation,  of the  Outstanding  Company  Common  Stock and  Outstanding
Company  Voting  Securities,  as the case may be, (ii) no Person  (excluding the
Company,  any  employee  benefit  plan(s) (or related  trust(s))  of the Company
and/or its  subsidiaries  or such  entity  resulting  from such  reorganization,
merger or consolidation and any Person beneficially owning, immediately prior to
such  reorganization,  merger or consolidation,  directly or indirectly,  80% or
more of the  Outstanding  Company  Common Stock or  Outstanding  Company  Voting
Securities,  as the case may be) beneficially owns, directly or indirectly,  80%
or more of, respectively,  the then outstanding shares of common stock (or other
equivalent securities) of the entity resulting from such reorganization,  merger
or  consolidation  or the combined voting power of the then  outstanding  voting
securities  of  such  entity  entitled  to vote  generally  in the  election  of
directors (or other similar governing body) and (iii) at least a majority of the
members  of the board of  directors  (or other  similar  governing  body) of the
entity resulting from such reorganization,  merger or consolidation were members
of the  Incumbent  Board (as defined  below) at the time of the execution of the
initial agreement  providing for such  reorganization,  merger or consolidation.
The "Incumbent Board" shall mean individuals who as of July 19, 1996, constitute
the  Company's  Board of  Directors;  provided,  however,  that  any  individual
becoming a director  subsequent to such date whose  election,  or nomination for
election by the Company's stockholders, was approved by a vote


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<PAGE>

of at least a majority of the directors  then  comprising  the  Incumbent  Board
shall be  considered  as though such  individual  were a member of the Incumbent
Board,  but  excluding,  for this  purpose,  any such  individual  whose initial
assumption  of office  occurs as a result of either (i) an actual or  threatened
election  contest  (as such  terms  are used in Rule  14a-11 of  Regulation  14A
promulgated under the Exchange Act), or an actual or threatened  solicitation of
proxies or consents by or on behalf of a Person other than the  Company's  Board
of Directors or (ii) a plan or agreement to replace a majority of the members of
the Board of Directors then comprising the Incumbent Board.

     The  Company   intends  that  this  Paragraph  12  shall  comply  with  the
requirements  of Rule 16b-3 and any future  rules  promulgated  in  substitution
therefor  under  the  Exchange  Act  during  the term of the  Plan.  Should  any
provision of this Paragraph 12 not be necessary to comply with the  requirements
of Rule  16b-3  or  should  any  additional  provisions  be  necessary  for this
Paragraph  12 to  comply  with the  requirements  of Rule  16b-3,  the  Board of
Directors  may  amend the Plan to add to or modify  the  provisions  of the Plan
accordingly.

     Except as  hereinbefore  expressly  provided,  the issue by the  Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  for cash or  property,  or for labor or services  either upon direct
sale or upon the exercise of rights or warrants to subscribe  therefor,  or upon
conversion of shares or obligations of the Company  convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with  respect  to, the number,  class,  or price of shares of Stock then
subject to outstanding Options.

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

     14. AMENDMENT AND TERMINATION OF THE PLAN.

          (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
     suspend or discontinue the Plan, but no amendment,  alteration,  suspension
     or  discontinuation  shall be made  which  would  impair  the rights of any
     Optionee under any grant theretofore made,  without his or her consent.  In
     addition,  to the extent  necessary and desirable to comply with Rule 16b-3
     under  the  Exchange  Act or with  Section  422 of the Code  (or any  other
     applicable law or regulation,  including the applicable requirements of the
     NASD  or  an  established   stock  exchange),   the  Company  shall  obtain
     stockholder  approval of any Plan  amendment in such a manner and to such a
     degree as required.

          (b)  EFFECT  OF  AMENDMENT  OR  TERMINATION.  Any  such  amendment  or
     termination of the Plan shall not affect Options  already  granted and such
     Options  shall remain in full force and effect as if this Plan had not been
     amended or terminated, unless mutually agreed otherwise between


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<PAGE>


     the Optionee and the Board,  which  agreement must be in writing and signed
     by the  Optionee  and the  Company.  Adoption  of this Plan by the Board of
     Directors  and  stockholders  of the  Company  shall not affect any Options
     already granted,  and such Options shall remain in full force and effect as
     Nonqualified Stock Options as if this Plan had not been adopted.

     15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
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,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  Shares  if, in the  opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned relevant provisions of law.

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

     The inability of the Company to obtain  authority from any regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     17. AGREEMENTS.  Options shall be evidenced by written agreements  ("Option
Agreement") in such form as the applicable Administrator shall approve from time
to time.

     18.  INFORMATION TO OPTIONEES.  The Company shall provide to each Optionee,
during the period for which such  Optionee has one or more Options  outstanding,
copies of all annual reports and other information which are generally  provided
to all stockholders of the Company. The Company shall not be required to provide
such  information to persons whose duties in connection  with the Company assure
their access to equivalent information.

     19. GOVERNING LAW; CONSTRUCTION.  All rights and obligations under the Plan
shall be governed by, and the Plan shall be construed in  accordance  with,  the
laws of the State of Delaware  without  regard to the principles of conflicts of
laws. Titles and headings to Sections herein are for purposes of reference only,
and  shall  in  no  way  limit,  define  or  otherwise  affect  the  meaning  or
interpretation of any provisions of the Plan.


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