EXHIBIT 4.5

                                     [LOGO]


                   THE AMENDED AND RESTATE 1991 NON-QUALIFIED
               CELERITY SOLUTIONS, INC. EMPLOYEE STOCK OPTION PLAN

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

1.   Purpose of the Plan.

     The  purpose  of the  1991  Non-Qualified  Stock  Option  Plan of  Celerity
     Solutions,  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 Celerity Solutions, Inc., a Delaware corporation.

     (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.


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     (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  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.


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     (r)  "Plan" shall mean this 1991  Non-Qualified  Celerity  Solutions,  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.

     (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
          three  million   (3,000,000)   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
          under the Plan shall also apply to Options or Restricted Stock granted
          to Consultants under prior Option Agreements.

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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;

          (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;


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          (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.

     (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:

          (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


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                    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 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).


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     (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, or the last trade price on the
               date of grant, whichever is higher.

     (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.

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


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          (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
               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


<PAGE>

     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 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;

         (iii)      increase the number of shares of Common Stock subject to the
                    Plan; or

          (iv)      amend this Section 11.


<PAGE>


     (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.