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                                 EXHIBIT 4.5

                 THE AMENDED AND RESTATED 1991 NON-QUALIFIED
             CAPITOL MULTIMEDIA, INC. EMPLOYEE STOCK OPTION PLAN

        The following amends and restates the 1991 Non-Qualified Capitol
        Multimedia, Inc. Employee Stock Option Plan in its entirety.

1.      Purpose of the Plan.

        The purpose of the 1991 Non-Qualified Stock Option Plan of Capitol
        Multimedia, Inc., a Delaware corporation (the "Company"), is to further
        promote the interests of the Company by enhancing the Company's ability
        to attract, motivate and retain new and existing employees and
        consultants and to encourage the highest level of performance by
        providing these employees and consultants with a proprietary interest
        in the Company's growth and financial success through grants of stock
        options and shares of restricted stock in the future.


2.      Definitions.

        (a)     "Board" shall mean the board of directors of the Company, as
                duly elected from time to time.

        (b)     "Change in Control" shall be deemed to have occurred at such
                time as either (i) the Company is merged or consolidated with
                or into another entity (the "Merger Partner") and as a result
                of such merger or consolidation less than fifteen percent (15%)
                of the outstanding voting securities of the surviving or
                resulting entity shall be beneficially owned in the aggregate,
                either directly or indirectly, by the stockholders of the
                Company immediately prior to the effective date of such merger
                or consolidation, or (ii) in the event that any person, other
                than the Company, a wholly-owned subsidiary of the Company, an
                employee benefit plan of the Company or one of its
                subsidiaries, or an officer or director of the Company or an
                affiliate of an officer or director, becomes the beneficial
                owner of fifty percent (50%) or more of the Company's Common
                Stock.

        (c)     "Code" shall mean the Internal Revenue Code of 1986, as
                amended, and as interpreted by the regulations thereunder.

        (d)     "Committee" shall mean the Compensation Committee of the
                Company, or such other committee as may be appointed by the
                Board from time to time.

        (e)     "Common Stock" shall mean the common stock of the Company, par
                value $.10 per share.

        (f)     "Company" shall mean Capitol Multimedia, Inc., a Delaware
                corporation.

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        (g)     "Consultant" shall mean any individual that is expressly
                designated as a consultant of the Company or its Subsidiaries
                by the Committee in its sole discretion.

        (h)     "Date of Grant" shall mean the date as of which the Committee
                resolves to grant an Option to an Optionee or grant Restricted
                Stock to a Participant, as the case may be.

        (i)     "Disinterested Director" shall mean a member of the Board who
                is not, during the one year prior to service as an
                administrator under this Plan (as described in Section 4 of
                this Plan), granted or awarded an Option or Restricted Stock
                pursuant to the terms of this Plan (or any other plan of the
                Company or any of its Subsidiaries) except (i) participation in
                a formula plan meeting the conditions of Rule 16b-3(c)(2)(ii)
                under the Exchange Act, (ii) participation in an ongoing
                securities acquisition plan meeting the conditions in Rule
                16b-3(d)(2)(i) under the Exchange Act, (iii) an election to
                receive an annual retainer fee in either cash or an equivalent
                amount of securities of the Company, or partly in cash and
                partly in securities, or (iv) that participation in this Plan
                shall not disqualify a director for the purpose of
                administering another plan that does not permit participation
                by the Board; provided, that the scope of the exceptions in
                this paragraph shall automatically be reduced or expanded to
                the extent that Rule 16b-3 under the Exchange Act is amended to
                reduce or expand the scope of the exceptions thereunder.

        (j)     "Employee" shall include every individual performing services
                to the Company or its Subsidiaries if the relationship between
                such individual and the Company or its Subsidiaries is the
                legal relationship of employer and employee.  This definition
                of "Employee" is qualified in its entirety and is subject to
                the definition set forth in Section 3401(c) of the Code and the
                regulations thereunder.

        (k)     "Exchange Act" shall mean the Securities Exchange Act of 1934,
                as amended, and as interpreted by the rules and regulations
                promulgated thereunder.

        (l)     "Exercise Price" shall mean the amount for which one Share may
                be purchased upon exercise of an Option, as specified by the
                Committee in the applicable Stock Option Agreement, but in no
                event less than the par value per Share.

        (m)     "Fair Market Value" shall mean the average of the last trade
                price of the Common Stock on all domestic exchanges on which
                the Common Stock may at the time be listed or admitted to
                trading, or, if the Common Stock, shall not be so listed or
                admitted to trading, the average of the last trading price in
                the domestic over-the-counter market, in each such case
                averaged over a period of 20 consecutive business days prior to
                the day as of which Fair Market Value is being





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                determined; provided that if the Common Stock is listed on any
                domestic exchange, the term "business days" as used in this
                sentence shall mean business days on which such exchange is
                open for trading.  If the Common Stock is neither listed or
                admitted to trading on any domestic exchange nor quoted in the
                domestic over-the counter market, the Fair Market Value shall
                mean the last trade price as furnished by any dealer in
                securities dealing in the Common Stock.

        (n)     "Option" shall mean the right granted to purchase Common Stock
                under the Plan.

        (o)     "Optionee" shall mean a Participant who holds an Option.

        (p)     "Participants" shall mean those individuals described in
                Section 1 of this Plan selected by the Committee who are
                eligible under Section 6 of this Plan for grants of either
                Options or Restricted Stock under this Plan.

        (q)     "Permanent and Total Disability" shall mean that an individual
                is unable to engage in any substantial gainful activity by
                reason of any medically determinable physical or mental
                impairment which can be expected to result in death or which
                has lasted or can be expected to last for a continuous period
                of not less than twelve (12) months.  An individual shall not
                be considered to suffer from Permanent and Total Disability
                unless such individual furnishes proof of the existence thereof
                in such form and manner, and at such times, as the Committee
                may reasonably require. The scope of this definition shall
                automatically be reduced or expanded to the extent that Section
                22(e)(3) of the Code is amended to reduce or expand the scope
                of the definition of Permanent and Total Disability thereunder.

        (r)     "Plan" shall mean this 1991 Non-Qualified Capitol Multimedia,
                Inc. Employee Stock Option Plan, as amended from time to time.

        (s)     "Plan Award" shall mean the grant of either an Option or
                Restricted Stock, as the context requires.

        (t)     "Restricted Stock" shall have that meaning set forth in Section
                6(a) of this Plan.

        (u)     "Restricted Stock Account" shall have that meaning set forth in
                Section 6(a)(iii) of this Plan.

        (v)     "Restricted Stock Criteria" shall have that meaning in Section
                6(a)(iv) of this Plan.

        (w)     "Restriction Period" shall have that meaning in Section 6(a)(v)
                of this Plan.





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        (x)     "Securities Act" shall mean the Securities Act of 1933, as
                amended, and as interpreted by the rules and regulations
                promulgated thereunder.

        (y)     "Services" shall mean services rendered to the Company or any
                of its Subsidiaries by an Employee or Consultant, as the
                context requires.

        (z)     "Share" shall mean one share of Common Stock, as adjusted in
                accordance with Sections 8 and 9 of this Plan (if applicable).

        (aa)    "Stock Option Agreement" shall mean the agreement executed
                between the Company and an Optionee that contains the terms,
                conditions and restrictions pertaining to the granting of an
                Option.

        (bb)    "Subsidiary" shall mean any corporation as to which more than
                fifty percent (50%) of the outstanding voting stock or shares
                shall now or hereafter be owned or controlled, directly by a
                person, any Subsidiary of such person, or any Subsidiary of
                such Subsidiary.

        (cc)    "Vest Date" shall have that meaning in Section 6(a)(v) of this
                Plan.


3.      Shares of Common Stock Subject to the Plan.

        (a)     Subject to the provisions of Sections 8 and 9, the aggregate
                number of Shares that may be issued or transferred pursuant to
                an exercise of Option or a grant of Restricted Stock under the
                Plan shall not exceed one million five hundred thousand
                (1,500,000) Shares.  Such Shares may be either authorized, but
                unissued shares, or Shares issued and thereafter acquired by
                the Company.  The Committee shall not issue more Shares than
                are available for issuance under this Plan.  The number of
                Shares that are subject to unexercised Options at any time
                under this Plan shall not exceed the number of Shares that
                remain available for issuance under this Plan.  The Company,
                during the term of this Plan, shall at all times reserve and
                keep available sufficient Shares to satisfy the requirements of
                this Plan.

        (b)     In the event that an Option previously granted shall for any
                reason expire or be terminated without being exercised in whole
                or in part, the unpurchased shares of Common Stock subject to
                the Option shall be restored to the total number of shares of
                Common Stock with respect to which Options may be granted under
                the Plan.

        (c)     Plan Awards may be granted under the Plan from time to time in
                substitution of Options or Restricted Stock held by Consultants
                for thirty two thousand five hundred (32,500) Shares which were
                issued prior to July 20, 1993.  Unless expressly stated
                otherwise, any provision in the Plan applying to Options or
                Restricted Stock granted





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                under the Plan shall also apply to Options or Restricted Stock
                granted to Consultants under prior Option Agreements.


4.       Administration of the Plan.

        (a)     This Plan shall be administered by the Committee, which shall
                consist of at least two (2) persons, each of whom shall be
                Disinterested Directors.  The members of the Committee shall be
                appointed by the Board for such terms as the Board may
                determine. The Board may from time to time remove members from,
                or add members to, the Committee.  Vacancies on the Committee,
                however caused, may be filled by the Board.

        (b)     The Board shall designate one of the members of the Committee
                as chairman.  The Committee may hold meetings at such times and
                places as it shall determine.  The acts of a majority of the
                Committee members present at meetings at which a quorum exists,
                or acts reduced to or approved in writing by a majority of all
                Committee members, shall be valid acts of the Committee.  A
                majority of the Committee shall constitute a quorum.

        (c)     This Plan shall be administered by, or under the direction of,
                the Committee constituted in such a manner as to comply at all
                times with Rule 16b-3 (or any successor rule) under the
                Exchange Act.  The Committee shall administer this Plan so as
                to comply at all times with the Exchange Act and, subject to
                the Code, shall otherwise have absolute and final authority to
                interpret this Plan and to make all determinations specified in
                or permitted by this Plan or deemed necessary or desirable for
                its administration or for the conduct of the Committee's
                business including without limitation the authority to take the
                following actions:

                (i)           To interpret this Plan and to apply its
                              provisions;

                (ii)          To adopt, amend or rescind rules, procedures and
                              forms relating to this Plan;

                (iii)         To authorize any person to execute, on behalf of
                              the Company, any instrument required to carry out
                              the purposes of this Plan;

                (iv)          To determine when Plan Awards are to be granted
                              under this Plan;

                (v)           To select the Optionees and Participants;

                (vi)          To determine the number of Shares to be made
                              subject to each Plan Award;





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                (vii)         To prescribe the terms, conditions and
                              restrictions of each Plan Award, including
                              without limitation the Exercise Price of an
                              Option;

                (viii)        To amend any outstanding Stock Option Agreement
                              or the terms, conditions and restrictions of a
                              grant of Restricted Stock, subject to applicable
                              legal restrictions and the consent of the
                              Optionee or Participant, as the case may be, who
                              entered into such agreement;

                (ix)          To establish procedures so that an Optionee may
                              obtain a loan through a registered broker-dealer
                              under the rules and regulations of the Federal
                              Reserve Board, for the purpose of exercising an
                              Option;

                (x)           To establish procedures for an Optionee (1) to
                              have withheld from the total number of Shares to
                              be acquired upon the exercise of an Option that
                              number of Shares having a Fair Market Value,
                              which, together with such cash as shall be paid
                              in respect of fractional shares, shall equal the
                              Exercise Price, and (2) to exercise a portion of
                              an Option by delivering that number of Shares
                              already owned by an Optionee having a Fair Market
                              Value which shall equal the partial Exercise
                              Price and to deliver the Shares thus acquired by
                              such Optionee in payment of Shares to be received
                              pursuant to the exercise of additional portions
                              of the Option, the effect of which shall be that
                              an Optionee can in sequence utilize such newly
                              acquired shares in payment of the Exercise Price
                              of the entire Option, together with such cash as
                              shall be paid in respect of fractional shares;

                (xi)          To establish procedures whereby a number of
                              Shares may be withheld from the total number of
                              Shares to be issued upon exercise of an Option,
                              to meet the obligation of withholding for federal
                              and state income and other taxes, if any,
                              incurred by the Optionee upon such exercise; and

                (xii)         To take any other actions deemed necessary or
                              advisable for the administration of this Plan.

                              All interpretations and determinations of the
                              Committee made with respect to the granting of
                              Plan Awards shall be final, conclusive, and
                              binding on all interested parties.  The Committee
                              may make grants of Plan Awards on an individual
                              or group basis.  No member of the Committee shall
                              be liable for any action that is taken or is
                              omitted to be taken if such action or omission is
                              taken in good faith with respect to this Plan or
                              grant of any Plan Award.





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                (d)           The Committee may in its sole discretion require
                              as a condition to the granting of any Plan Award,
                              that a Participant agree not to sell or otherwise
                              dispose of a Plan Award, any Shares acquired
                              pursuant to a Plan Award or any other "derivative
                              security" (as defined by Rule 16a-1(c) under the
                              Exchange Act) for a period of six (6) months
                              following the later of (i) the date of the grant
                              of such Plan Award, or (ii) the date when the
                              Exercise Price of an Option is fixed if such
                              Exercise Price is not fixed on the Date of Grant.

                (e)           The Committee may in its sole discretion
                              designate officers or employees of the Company to
                              assist the Committee in the administration of the
                              Plan and to execute documents on behalf of the
                              Committee, and the Committee may delegate to such
                              officers and employees such other ministerial and
                              limited discretion duties as it sees fit.


5.              Eligibility.

                (a)           Options and/or Restricted Stock may be granted
                              under the Plan to any Employee or Consultant
                              (including Employees who are also directors of
                              the Company); provided, however, that no person
                              shall be eligible for any Plan Awards if the
                              granting of a Plan Award to such person would
                              prevent the satisfaction by this Plan of the
                              general exemptive conditions of Rule 16b-3 under
                              the Exchange Act.  Determinations by the
                              Committee as to the identity of the persons to
                              whom Options shall be granted hereunder shall be
                              conclusive.  Directors who are also Employees
                              shall not be eligible to receive Options under
                              both employee and director's plans.

                (b)           [Intentionally omitted.]


6.              Restricted Stock.

                (a)           The Committee shall have the authority to grant
                              to Participants certain Shares that are subject
                              to certain terms, conditions and restrictions
                              (the "Restricted Stock").  The Restricted Stock
                              may be granted by the Committee either separately
                              or in combination with Options.  The terms,
                              conditions and restrictions of the Restricted
                              Stock shall be determined from time to time by
                              the Committee without limitation, except as
                              otherwise provided in this Plan; provided,
                              however, that each grant of Restricted Stock
                              shall require the Participant to remain an
                              Employee of (or otherwise provide Services to)
                              the Company or any of its Subsidiaries for at
                              least six (6) months from the Date of Grant.  The
                              granting, vesting and issuing of the Restricted
                              Stock shall also be subject to the following
                              provisions:





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                (i)           Restricted Stock shall be granted to Participants
                              for Services rendered and at no additional cost
                              to Participant; provided, however, that the value
                              of the Services performed must, in the opinion of
                              the Committee, equal or exceed the par value of
                              the Restricted Stock to be granted to the
                              Participant.

                (ii)          The Company shall establish a restricted stock
                              account (the "Restricted Stock Account") for each
                              Participant to whom Restricted Stock is granted,
                              and such Restricted Stock shall be credited to
                              such account.  No certificates will be issued to
                              the Participant with respect to the Restricted
                              Stock until the Vest Date as provided herein.
                              Every credit of Restricted Stock under this Plan
                              to a Restricted Stock Account shall be considered
                              "contingent" and unfunded until the Vest Date.
                              Such contingent credits shall be considered
                              bookkeeping entries only, notwithstanding the
                              "crediting" of "dividends" as provided herein.
                              Such accounts shall be subject to the general
                              claims of the Company's creditors.  The
                              Participant's rights to the Restricted Stock
                              Account shall be no greater than that of a
                              general creditor of the Company.  Nothing
                              contained herein shall be construed as creating a
                              trust or fiduciary relationship between the
                              Participants and the Company, the Board or the
                              Committee.

                (iii)         The terms, conditions and restrictions of the
                              Restricted Stock shall be determined by the
                              Committee on the Date of Grant.  The Restricted
                              Stock may not be sold, assigned, transferred,
                              redeemed, pledged or otherwise encumbered during
                              the period in which the terms, conditions and
                              restrictions apply (the "Restriction Period").
                              More than one grant of Restricted Stock may be
                              outstanding at any one time, and the Restriction
                              Periods may be of different lengths.  Receipt of
                              the Restricted Stock is conditioned upon
                              satisfactory compliance with the terms,
                              conditions and restrictions of this Plan and
                              those imposed by the Committee.

                (iv)          At the time of each grant of Restricted Stock,
                              the Committee in its sole discretion may
                              establish certain criteria to determine the times
                              at which restrictions placed on Restricted Stock
                              shall lapse (i.e., the termination of the
                              Restriction Period), which criteria may include,
                              without limitation, performance measures, targets
                              and holding period requirements (the "Restricted
                              Stock Criteria").  The Committee may establish a
                              corresponding relationship between the Restricted
                              Stock Criteria and (i) the number of Shares of
                              Restricted Stock that may be earned, and (ii) the
                              extent to which the terms, conditions and
                              restrictions on the Restricted Stock shall lapse.
                              Restricted Stock Criteria may vary among grants
                              of Restricted Stock; provided, however, that once
                              the Restricted Stock Criteria are established for
                              a grant of





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                              Restricted Stock, the Restricted Stock Criteria
                              shall not be modified with respect to such grant.

                (v)           On the date the Restriction Period terminates,
                              the Restricted Stock shall vest in the
                              Participant (the "Vest Date"), who may then
                              require the Company to issue certificates
                              evidencing the Restricted Stock credited to the
                              Restricted Stock Account of such Participant.

                (vi)          The Committee may provide from time to time that
                              amounts equivalent to dividends shall be payable
                              with respect to the Restricted Stock held in the
                              Restricted Stock Account of a Participant.  Such
                              amounts shall be credited to the Restricted Stock
                              Account and shall be payable to the Participant
                              on the Vest Date.

                (vii)         If a Participant (x) with the consent of the
                              Committee, ceases to be an Employee or Consultant
                              of, or otherwise ceases to provide Services to,
                              the Company or any of its Subsidiaries, or (y)
                              dies or suffers from Permanent and Total
                              Disability, the vesting or forfeiture (including
                              without limitation the terms, conditions and
                              restrictions) of any grant under this Section 6
                              shall be determined by the Committee in its sole
                              discretion, subject to any limitations or terms
                              of this Plan.  If the Participant ceases to be an
                              Employee or Consultant of, or otherwise ceases to
                              provide Services to, the Company or any of its
                              Subsidiaries for any other reason, all grants of
                              Restricted Stock under this Plan shall be
                              forfeited (subject to the terms of this Plan).

        (b)     The Committee may establish procedures by which a Participant
                may elect to defer the transfer of Restricted Stock to the
                Participant.  The Committee shall determine the terms and
                conditions of such deferral in its sole discretion.


7.      Terms and Conditions of Options.

        (a)     The purchase price of Common Stock under each Option granted
                under the Plan shall be the Fair Market Value of the Common
                Stock on the date the Option is granted.

        (b)     Subject to the provision of Section 12, an Option granted under
                the Plan shall become exercisable at such a time as the
                Committee in its sole discretion shall determine and shall
                specify in a Stock Option Agreement to be entered into with the
                Participant.  In servicing its discretion hereunder, the
                Committee may determine that all Options granted shall become
                exercisable immediately or that the Participant's right to
                exercise such Options shall vest over a period of time and in
                such increments as are specified by the Committee.





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        (c)     The exercise of Options shall be subject to the following
                requirements:

                (i)        An Option shall be deemed to be exercised when
                           written notice of such exercise has been given to
                           the Company in accordance with the terms of the
                           Stock Option Agreement by the Optionee 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 Committee, consist of any form of
                           consideration and method of payment allowable under
                           this Plan.  Upon the receipt of notice of exercise
                           and full payment for the Shares, the Shares shall be
                           deemed to have been issued and the Optionee shall be
                           entitled to receive such Shares and shall be a
                           stockholder with respect to such Shares, and the
                           Shares shall be considered fully paid and
                           nonassessable.  No adjustment will be made for a
                           dividend or other right for which the record date is
                           prior to the date on which the stock certificate is
                           issued, except as provided in Sections 8 or 9 of
                           this Plan.  An Option may not be exercised for a
                           fraction of a Share.  Each exercise of an Option
                           shall reduce, by an equal number, the total number
                           of Shares that may thereafter be purchased under
                           such Option.

                (ii)       Except as provided in Subsections 7(c)(iii) and
                           7(c)(iv), an Option held by an Optionee shall
                           terminate on the date the Optionee ceases to be an
                           Employee or Consultant of the Company in the event
                           the Optionee is terminated for cause (as determined
                           in the sole discretion of the Committee).  If the
                           employment of the Optionee is terminated other than
                           for cause, then the Optionee may, but only within
                           ninety (90) days after such termination, exercise
                           the Option to the extent that the Optionee was
                           entitled to exercise the Option on such date;
                           provided, however, the Committee may in its sole
                           discretion extend such date on which the Optionee
                           may exercise such Option.  To the extent the
                           Optionee is not entitled to exercise an Option on
                           such date or if the Optionee does not exercise it
                           within the time specified in this subclause, the
                           Option shall terminate.

                (iii)      Notwithstanding the provisions of Section 7(c)(i)
                           and (ii) above, in the event an Optionee is unable
                           to continue to perform Services for the Company or
                           any of its Subsidiaries as a result of such
                           Optionee's Permanent and Total Disability, such
                           Optionee may exercise an Option in whole or in part
                           notwithstanding that such Option may not be fully
                           exercisable, but only until the earlier of the date
                           (i) the Option held by the Optionee expires, or (ii)
                           twelve (12) months from the date of termination of
                           Services due to such Permanent and Total Disability.
                           To the extent the Optionee is not entitled to





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                           exercise an Option on such date or if the Optionee
                           does not exercise it within the time specified
                           herein, such Option shall terminate.

                (iv)       Upon the death of an Optionee, any Option held by an
                           Optionee shall terminate and be of no further
                           effect; provided, however, notwithstanding the
                           provisions of Section 7(c)(ii) above, in the event
                           an Optionee's death occurs during the term of an
                           Option held by such Optionee and, at the time of
                           death, the Optionee was an Employee or Consultant,
                           the Option may be exercised in whole or in part
                           notwithstanding that such Option may not have been
                           fully exercisable on the date of the Optionee's
                           death, at any time until the earlier of the date (i)
                           the Option held by the Optionee expires, or (ii)
                           twelve (12) months from the date of the Optionee's
                           death, by the Optionee's estate or by a person who
                           acquired the right to exercise the Option by bequest
                           or inheritance.  To the extent the Option is not
                           entitled to be exercised on such date or if the
                           Option is not exercised within the time specified
                           herein, such Option shall terminate.

                (v)        If an Optionee retires at an age at which he would
                           be eligible to receive old-age benefits under the
                           Federal Social Security Act or retires with the
                           consent of the Company, such Optionee's Options
                           shall expire six (6) months after the retirement
                           date.

        (d)     Any Option granted under this Plan may not be sold, pledged,
                assigned, hypothecated, transferred or disposed of in any
                manner other than by will or by the laws of descent and
                distribution, and is not assignable by operation of law or
                subject to execution, attachment or similar process.  Any
                Option granted under this Plan can only be exercised during the
                Optionee's lifetime by such Optionee.  Any attempted sale,
                pledge, assignment, hypothecation or other transfer of the
                Option contrary to the provisions hereof and the levy of any
                execution, attachment or similar process upon the Option shall
                be null and void and without force or effect.  No transfer of
                the Option by will or by the laws of descent and distribution
                shall be effective to bind the Company unless the Company shall
                have been furnished  written notice thereof and an
                authenticated copy of the will and/or such other evidence as
                the Committee may deem necessary to establish the validity of
                the transfer and the acceptance by the transferee or
                transferees of the terms and conditions of the Option.  The
                terms of any Option transferred by will or by the laws of
                descent and distribution shall be binding upon the executors,
                administrators, heirs and successors of Optionee.

        (e)     Any Option granted hereunder shall be deemed to be granted on
                the Date of Grant.  Written notice of the Committee's
                determination to





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                grant an Option to an Employee or Consultant, evidenced by a
                Stock Option Agreement, dated as of the Date of Grant, shall be
                given to such Employee or Consultant within a reasonable time
                after the Date of Grant.

        (f)     Within the limitations of this Plan, the Committee may modify,
                extend or renew outstanding Options or may accept the
                cancellation of outstanding Options (to the extent not
                previously exercised) for the granting of new Options in
                substitution therefor.  The foregoing notwithstanding, no
                modification of an Option shall, without the consent of the
                Optionee, alter or impair the Optionee's rights or obligations
                under such Option.


8.      Adjustment Provisions.

        If any subdivision or combination of shares of Common Stock or any
        stock dividend, capital reorganization or recapitalization occurs after
        the adoption of the Plan, the Committee shall make such proportionate
        adjustments as are appropriate in the number of shares of Common Stock
        that may be issued under Section 3 and in the purchase price of, and
        the number of shares underlying, outstanding Options in order to
        prevent the dilution or enlargement of the rights of any Option holder.


9.      Effect of Merger or Other Reorganization.

        If the Company shall be the surviving corporation in a merger,
        consolidation or other reorganization, the holder of an Option shall be
        entitled to receive an option to purchase the same number of shares (or
        a fraction of a share) in the surviving corporation that a holder of a
        corresponding number of shares of Common Stock will be entitled to
        receive under the terms of the merger, consolidation or other
        reorganization.  If the company dissolves, sells substantially all of
        its assets, is acquired in a stock for stock or securities exchange, or
        is a party to a merger, consolidation or other reorganization in which
        it is not the surviving corporation, then each Option shall be
        exercisable in full for a period of 60 days commencing upon the date
        the action of the stockholders (or of the Board, if stockholder action
        is not required) is taken to approve the transaction, and upon the
        expiration of that period all Options and all rights thereto shall
        automatically terminate.


10.     General Provisions.

        (a)     No provision of this Plan, under any Stock Option Agreement or
                under any grant of Restricted Stock shall be construed to give
                any Participant any right to remain an Employee or Consultant
                of, or provide Services to, the Company or any of its
                Subsidiaries or to affect





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<PAGE>   13
                the right of the Company to terminate any Participant's service
                at any time, with or without cause.

        (b)     As a condition to the transfer of any Shares issued under this
                Plan, the Company may require an opinion of counsel,
                satisfactory to the Company, to the effect that such transfer
                will not be in violation of the Securities Act or any other
                applicable securities laws, rules or regulations, or that such
                transfer has been registered under federal and all applicable
                state securities laws.  The Company may refrain from delivering
                or transferring Shares issued under this Plan until the
                Committee has determined that the Participant has tendered to
                the Company any and all applicable federal, state or local tax
                owed by the Participant as the result of the receipt of a Plan
                Award, the exercise of an Option or the disposition of any
                Shares issued under this Plan, in the event that the Company
                reasonably determines that it might have a legal liability to
                satisfy such tax.  The Company shall not be liable to any
                person or entity for damages due to any delay in the delivery
                or issuance of any stock certificate evidencing any Shares for
                any reason whatsoever.

        (c)     No participant shall be entitled to the rights and privileges
                of stock ownership relation to any shares of Common Stock
                underlying an Option until such Option is exercised and the
                shares are issued.

        (d)     Each Option is personal to the grantee, is not transferable by
                the Participant other than by will or by the laws of descent
                and distribution, and is exercisable, during the Participant's
                lifetime, only by the Participant or his legal representative.

        (e)     This Plan and any and all Stock Option Agreements and
                agreements relating to the grant of Restricted Stock executed
                in connection with this Plan shall be governed by and construed
                in accordance with the laws of the State of Delaware, without
                regard to conflicts of laws principles.


11.     Amendment and Termination.

        (a)     The Board shall have the power, in its sole discretion, to
                amend, suspend or terminate the Plan at any time. No such
                amendment shall, without approval of the stockholders of the
                Company, except as provided in Sections 8 and 9 or the Plan:

                (i)        change the class of person eligible to receive
                           Options under the Plan;

                (ii)       materially increase the benefits accruing to
                           Participants under the Plan;





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<PAGE>   14
                (iii)      increase the number of shares of Common Stock
                           subject to the Plan; or

                (iv)       amend this Section 11.

        (b)     No amendment, suspension or termination of the Plan shall,
                without the consent of the Participant alter, terminate, impair
                or adversely affect any right or obligations under any Option
                previously granted under or made a party of the Plan.


12.     Effective Date and Duration of Plan.

        The Plan was originally adopted by the Board of Directors and took
        effect on October 23, 1990.  This Amended and Restated Plan shall be
        effective as of the date of its approval and adoption by the Board of
        Directors subject only to the approval of the holders of a majority of
        the Company's Common Stock present or represented and entitled to vote
        at a meeting of stockholders.  All Options outstanding under the Plan
        as of the effective date of this Amended and Restated Plan shall
        continue in full force and effect in accordance with their terms as
        granted pursuant to the Plan.  No Option shall be granted under the
        Plan after the tenth anniversary of the effective date of the Amended
        and Restated Plan.





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