EXHIBIT 4.1


                           CARRINGTON LABORATORIES, INC.

                            1995 STOCK OPTION PLAN

              As Amended and Restated Effective January 15, 1998
                   And Further Amended Through May 16, 2002


                                  ARTICLE I

                                   General

      Section 1.01.  Purpose.  It is the purpose  of the Plan to promote  the
 interests of the Company and its  shareholders by attracting, retaining  and
 stimulating the performance of selected Employees, Directors and Consultants
 by giving  such  Employees, Directors  and  Consultants the  opportunity  to
 acquire a  proprietary interest  in the  Company and  an increased  personal
 interest in its continued success and progress.

      Section 1.02.  Definitions.  As  used herein the  following terms  have
 the following meanings:

           (a)  "Affiliate" means any parent or subsidiary corporation of the
      Company within the meaning of Section 424(e) and (f) of the Code.

           (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 Stock  Option Committee  described  in
      Article II hereof.

           (e)  "Common Stock" means the $0.01 par value Common Stock of  the
      Company.

           (f)  "Company"  means  Carrington  Laboratories,  Inc.,  a   Texas
      corporation.

           (g)  "Consultant" means any consultant  or advisor of the  Company
      or an Affiliate who is not an Employee or Director, provided that  bona
      fide services  are  rendered by  the  consultant or  advisor  and  such
      services are not in connection with the offer or sale of securities  in
      a capital-raising transaction.

           (h)  "Director" means a member of the Board.

           (i)  "Employee" means any employee of the Company or an Affiliate.

           (j)  "Employee-Director" means an Employee who is a Director.

           (k)  "Fair Market Value" means (A) the closing sales price of  the
      Common Stock on the date in question (or, if there is no reported  sale
      on such date, then on the last preceding date on which a reported  sale
      occurred), as reported  on the NASDAQ  National Market  (if the  Common
      Stock is not listed on a national securities exchange and sales of  the
      Common Stock are regularly reported on such market), or as reported  on
      a national  securities exchange  (if the  Common  Stock is  listed  for
      trading on such  exchange), or  (B) the mean  between the  bid and  ask
      prices of the Common Stock on the date in question (or, if there is  no
      report of such prices on such date, then on the last preceding date  on
      which  such  prices  were  reported),  as  reported  by  the   National
      Association of Securities Dealers, Inc.

           (l)  "Option" means any option to purchase shares of Common  Stock
      granted pursuant to the provisions of the Plan.

           (m)  "Optionee" means an Employee, Outside Director or  Consultant
      who has been granted an Option under the Plan.

           (n)  "Outside Director" means a Director who is not an Employee.

           (o)  "Plan" means this  Carrington Laboratories,  Inc. 1995  Stock
      Option Plan, as amended and restated effective January 15, 1998.

      Section 1.03.  Number of Shares.  Options may be granted by the Company
 from time  to time  under the  Plan to  purchase an  aggregate of  2,250,000
 shares of the authorized Common Stock.  If any Option expires or  terminates
 for any reason without having been exercised in full, the unpurchased shares
 subject to such expired or terminated Option shall be available for purposes
 of the Plan.


                                  ARTICLE II

                                Administration

      The Plan shall be administered by a Stock Option Committee which  shall
 consist of  two  or  more  Outside  Directors,  each  of  whom  shall  be  a
 disinterested person within the meaning of  Rule 16b-3 under the  Securities
 Exchange Act of  1934, as  amended ("Rule 16b-3"),  or any  similar rule  or
 regulation promulgated thereunder.   Each member of  the Committee shall  be
 appointed by and shall serve at the pleasure of the Board.  The Board  shall
 have the sole continuing authority to appoint members of the Committee  both
 in substitution  for  members previously  appointed  and to  fill  vacancies
 however caused.  The following provisions shall apply to the  administration
 of the Plan:

           (a)  The Committee shall designate one of its members as  Chairman
      and  shall  hold meetings at such times and places as it may determine.
      Each member of the Committee shall  be notified in writing of the  time
      and place of any meeting  of the Committee at  least two days prior  to
      such meeting, provided that  such notice may be  waived by a  Committee
      member.  A majority of the members of the Committee shall constitute  a
      quorum, and  any action  taken by  a  majority of  the members  of  the
      Committee present  at any  duly called  meeting at  which a  quorum  is
      present (as well as any action  unanimously approved in writing)  shall
      constitute action by the Committee.

           (b)  The Committee  may appoint  a Secretary  (who need  not be  a
      member of the Committee) who shall  keep minutes of its meetings.   The
      Committee may make such  rules and regulations for  the conduct of  its
      business as it may determine.

           (c)  The Committee  shall  have  full authority,  subject  to  the
      express provisions  of the  Plan, to  interpret the  Plan, to  provide,
      modify and rescind rules and regulations relating thereto, to determine
      the terms and  provisions of each  Option and the  form of each  option
      agreement evidencing an Option granted under  the Plan and to make  all
      other determinations and  perform such actions  as the Committee  deems
      necessary or  advisable  to administer  the  Plan.   In  addition,  the
      Committee shall have full authority, subject to the express  provisions
      of  the  Plan,  to  determine  the  Employees,  Outside  Directors  and
      Consultants to whom Options shall be granted, the time or date of grant
      of each such  Option, the  number of  shares subject  thereto, and  the
      price  at  which  such  shares  may  be  purchased.    In  making  such
      determinations, the Committee may take into  account the nature of  the
      services rendered by the Employee, Outside Director or Consultant,  his
      present and potential  contributions to  the success  of the  Company's
      business and such other facts as the Committee in its discretion  shall
      deem appropriate to carry out the purposes of the Plan.

           (d)  Notwithstanding  the  authority   hereby  delegated  to   the
      Committee to grant Options  under the Plan, the  Board also shall  have
      full authority, subject to the express provisions of the Plan, to grant
      Options under the Plan, to interpret  the Plan, to provide, modify  and
      rescind rules and regulations  relating to it,  to determine the  terms
      and provisions of Options granted under the Plan and to make all  other
      determinations and perform such actions as the Board deems necessary or
      advisable to administer the Plan.

           (e)  No member of the Committee or  the Board shall be liable  for
      any action taken or  determination made in good  faith with respect  to
      the Plan or any Option granted hereunder.


                                 ARTICLE III

                    Grants of Options to Outside Directors

      Section 3.01.  Grants of Options.  At any time and from time to time on
 or after January 15, 1998, during  the term of the  Plan and subject to  the
 express provisions hereof, Options  may be granted by  the Committee to  any
 Outside Director for such number of shares of Common Stock as the  Committee
 in its discretion shall deem to be in  the best interest of the Company  and
 which will serve to further the purposes  of the Plan.  The Options  granted
 under this Article III  shall not be incentive  stock options under  Section
 422 of the Code.

      Section 3.02.  Price.  The  purchase price  per share  of Common  Stock
 under each Option granted under this Article III shall be determined by  the
 Committee but in no event shall be less  than 100% of the Fair Market  Value
 per share of Common Stock on the date of grant of such Option.

      Section 3.03.  Option Period and Terms of Exercise of Options.   Except
 as otherwise provided for herein, each Option granted to an Outside Director
 under the Plan shall be exercisable in  whole or in part during such  period
 as the Committee shall determine, which period shall not be longer than  ten
 years from the  date of  grant of such  Option.   Any Option  granted to  an
 Outside Director shall remain effective during its entire term regardless of
 whether the Optionee continues  to serve as  a Director; provided,  however,
 that the otherwise unexpired portion of  any Option granted hereunder to  an
 Outside Director shall expire and become null and void immediately upon  the
 termination of  such Outside  Director's Board  membership if  such  Outside
 Director ceases to serve on the  Board by reason of such Outside  Director's
 (a)  fraud   or   intentional  misrepresentation,   or   (b)   embezzlement,
 misappropriation or conversion of assets or opportunities of the Company  or
 any Affiliate.  Nothing in the Plan or in any option agreement evidencing an
 Option granted under the Plan to an Outside Director shall confer upon  such
 Director any right to continue as a Director of the Company.


                                  ARTICLE IV

                        Grants of Options to Employees

      Section 4.01.  Grants of Options.   At any time and  from time to  time
 during the term of  the Plan and subject  to the express provisions  hereof,
 Options may be granted by the Committee  to any Employee for such number  of
 shares of Common Stock as the Committee  in its discretion shall deem to  be
 in the best  interest of the  Company and which  will serve  to further  the
 purposes of the Plan.  The  Committee, in its discretion, may designate  any
 Option granted  to an  Employee as  an incentive  stock option  intended  to
 qualify under Section 422 of the Code; provided, however, that the aggregate
 Fair Market Value of the Common Stock with respect to which incentive  stock
 options granted  to  an  Employee under  the  Plan  (including  all  options
 qualifying as incentive stock  options pursuant to  Section 422 of the  Code
 granted to  such  Employee  under any  other  plan  of the  Company  or  any
 Affiliate) are exercisable for  the first time by  such Employee during  any
 calendar year  shall not  exceed $100,000,  determined as  of the  date  the
 incentive stock option is granted.  If an  Option that is intended to be  an
 incentive stock option shall be granted and such Option does not comply with
 the proviso of the immediately preceding sentence, such Option shall not  be
 void but shall be deemed to  be an incentive stock  option to the extent  it
 does not exceed the limit established by such proviso and shall be deemed  a
 nonqualified stock option to the extent it exceeds that limit.

      The aggregate number of shares of  Common Stock for which any  Employee
 may be granted Options under the Plan during any one calendar year shall not
 exceed 75,000.

      Section 4.02.  Price.  The  purchase price  per share  of Common  Stock
 under each Option granted under this  Article IV shall be determined by  the
 Committee but in no event shall be less  than 100% of the Fair Market  Value
 per share  of Common  Stock at  the time  the Option  is granted;  provided,
 however, that  the  purchase price  per  share  of Common  Stock  under  any
 incentive stock  option  granted  to  an Optionee  who,  at  the  time  such
 incentive stock option is  granted, owns stock possessing  more than 10%  of
 the total combined voting power  of all classes of  stock of the Company  or
 any Affiliate shall be at least 110% of  the Fair Market Value per share  of
 Common Stock at the date of grant.

      Section 4.03.  Option Period and Terms of Exercise of Employee Options.
 Except  as otherwise provided for herein, each Option granted to an Employee
 under the Plan  shall be  exercisable during  such period  as the  Committee
 shall determine; provided, however, that the otherwise unexpired portion  of
 any Option granted to an Employee shall  expire and become null and void  no
 later than upon the first to occur  of (i) the expiration of ten years  from
 the date such Option  was granted, (ii) the expiration  of 30 days from  the
 date of termination  of the  Optionee's employment  with the  Company or  an
 Affiliate for any  reason other than  his retirement,  death or  disability,
 (iii) the expiration  of  one year  from  the  date of  termination  of  the
 Optionee's employment with  the Company  or an  Affiliate by  reason of  his
 death or disability,  (iv) the expiration  of three years  from the date  of
 termination of such Optionee's employment with  the Company or an  Affiliate
 by reason of  his retirement, or  (v) the expiration of  two years from  the
 date of such Optionee's  death following the  termination of his  employment
 with the Company or an Affiliate by reason of his retirement.

           Anything herein  to the  contrary notwithstanding,  the  otherwise
 unexpired portion  of any  Option granted  to  an Employee  hereunder  shall
 expire and become  null and void  immediately upon the  termination of  such
 Employee's employment with  the Company or  an Affiliate by  reason of  such
 Employee's fraud, dishonesty or performance of other acts detrimental to the
 Company or an Affiliate, or if, following the termination of the  Employee's
 employment with the  Company or an  Affiliate, the  Company determines  that
 there is good cause to cancel such Option.

           Any incentive stock option granted to an Optionee who, at the time
 such incentive stock option is granted, owns stock possessing more than  10%
 of the total combined voting power of all classes of stock of the Company or
 any Affiliate shall not  be exercisable after the  expiration of five  years
 from the date of its grant.

           Under the provisions of any option agreement evidencing an  Option
 granted to  an  Employee, the  Committee  may  limit the  number  of  shares
 purchasable thereunder in  any period or  periods of time  during which  the
 Option is exercisable and  may impose such other  terms and conditions  upon
 the exercise of  an Option as  are not inconsistent  with the  terms of  the
 Plan;  provided,  however,  that  the  Committee,  in  its  discretion,  may
 accelerate the exercise date of any such Option.

      Section 4.04.  Termination of  Employment.   A transfer  of  employment
 among the Company and any of its Affiliates shall not be considered to be  a
 termination of employment for the purposes of the Plan.  Nothing in the Plan
 or in any option agreement evidencing an Option granted under the Plan to an
 Employee, including an Employee-Director, shall confer upon any Optionee any
 right to continue in the employ  of the Company or  any Affiliate or in  any
 way interfere with the  right of the Company  or any Affiliate to  terminate
 the employment of the Optionee at any time, with or without cause.


                                  ARTICLE V

                       Grant of Options to Consultants

      Section 5.01.  Grant of Options.   At any  time and from  time to  time
 during the term of  the Plan and subject  to the express provisions  hereof,
 Options may be granted by the Committee to any Consultant for such number of
 shares of Common Stock as the Committee  in its discretion shall deem to  be
 in the best  interest of the  Company and which  will serve  to further  the
 purposes of the Plan.  The Options granted under this Article V shall not be
 incentive stock options under Section 422 of the Code.

      Section 5.02.  Price.  The  purchase price  per share  of Common  Stock
 under each Option granted  under this Article V  shall be determined by  the
 Committee but in no event shall be less  than 100% of the Fair Market  Value
 per share of Common Stock at the time the Option is granted.

      Section 5.03.  Option  Period  and  Terms  of  Exercise  of  Consultant
 Options.  Except as otherwise provided for herein, each Option granted to  a
 Consultant under the  Plan shall be  exercisable during such  period as  the
 Committee shall determine; provided,  however, that the otherwise  unexpired
 portion of any Option granted to  a Consultant shall expire and become  null
 and void no later than upon the first to occur of (i) the expiration of  ten
 years from the date such  Option was granted or  (ii) the expiration of  one
 year from  the date  of the  Consultant's  death.   Anything herein  to  the
 contrary notwithstanding,  the otherwise  unexpired  portion of  any  Option
 granted to a  Consultant hereunder  shall expire  and become  null and  void
 immediately upon the termination of the Consultant's services to the Company
 or  an  Affiliate  by  reason  of  the  Consultant's  fraud,  dishonesty  or
 performance of other acts detrimental to the Company or an Affiliate, or if,
 at any time during or after the performance of the Consultant's services  to
 the Company or an Affiliate, the Company determines that there is good cause
 to cancel such Option.

           Under the provisions of any option agreement evidencing an  Option
 granted to  a Consultant,  the  Committee may  limit  the number  of  shares
 purchasable thereunder in  any period or  periods of time  during which  the
 Option is exercisable and  may impose such other  terms and conditions  upon
 the exercise of  an Option as  are not inconsistent  with the  terms of  the
 Plan;  provided,  however,  that  the  Committee,  in  its  discretion,  may
 accelerate the exercise date of any such Option.

      Section 5.04.  Termination of Consulting Services.  Nothing in the Plan
 or in any option agreement evidencing an Option granted under the Plan to  a
 Consultant shall  confer upon  any Consultant  any right  to continue  as  a
 consultant or  advisor  of  the Company  or  any  Affiliate or  in  any  way
 interfere with the right  of the Company or  any Affiliate to terminate  the
 services of the Consultant at any time, with or without cause.


                                  ARTICLE VI

                                Miscellaneous

      Section 6.01.  Adjustments Upon Changes in Common Stock.  In the  event
 the Company shall effect a split of  the Common Stock or a dividend  payable
 in Common  Stock, or  in the  event the  outstanding Common  Stock shall  be
 combined into a smaller number of shares, the maximum number of shares as to
 which Options may be granted under the Plan shall be decreased or  increased
 proportionately.  In the event that,  before delivery by the Company of  all
 of the shares of Common  Stock for which any  Option has been granted  under
 the Plan,  the  Company  shall  have effected  such  a  split,  dividend  or
 combination, the shares still subject to  such Option shall be increased  or
 decreased  proportionately  and  the  purchase  price  per  share  shall  be
 decreased or increased proportionately so that the aggregate purchase  price
 for all of the shares then subject to  such Option shall remain the same  as
 immediately prior to such split, dividend or combination.

           In the event of a reclassification of Common Stock not covered  by
 the foregoing, or in the event of a liquidation or reorganization (including
 a merger, consolidation or sale of  assets) of the Company, the Board  shall
 make such adjustments,  if any, as  it may deem  appropriate in the  number,
 purchase price and  kind of shares  covered by the  unexercised portions  of
 Options theretofore granted under the Plan.  The provisions of this  Section
 shall only be applicable  if, and only to  the extent that, the  application
 thereof does not conflict with any valid governmental statute, regulation or
 rule.

           Subject  to   Article  VI,   Section  6.02   of  the   Plan,   and
 notwithstanding any indication to the  contrary in the preceding  paragraphs
 of this  Section 6.01,  upon the  occurrence of  a "Change  in Control"  (as
 hereinafter defined)  of  the Company,  the  maturity of  all  Options  then
 outstanding under  the Plan  (other than  Options  granted under  Article  V
 hereof) shall be accelerated automatically, so  that all such Options  shall
 become exercisable in full with respect to all shares as to which they shall
 not have previously been exercised or become exercisable; provided, however,
 that no  such acceleration  shall  occur with  respect  to Options  held  by
 optionees whose  employment with  the Company  or  an Affiliate  shall  have
 terminated prior to the occurrence of such Change in Control.

           For purposes of  the Plan, a  "Change in Control"  of the  Company
 shall be deemed to have occurred if:

           (a)  the shareholders of the Company shall approve:

                (i)  any  merger,  consolidation  or  reorganization  of  the
           Company (a "Transaction") in which the shareholders of the Company
           immediately prior to the Transaction would not, immediately  after
           the Transaction, beneficially own, directly or indirectly,  shares
           representing in the aggregate more than 50% of all votes to  which
           all shareholders of the corporation issuing cash or securities  in
           the Transaction (or  of its ultimate  parent corporation, if  any)
           would be entitled under ordinary circumstances in the election  of
           directors,  or  in  which  the  members  of  the  Company's  Board
           immediately prior to the Transaction would not, immediately  after
           the Transaction, constitute a majority  of the board of  directors
           of the corporation issuing cash  or securities in the  Transaction
           (or of its ultimate parent corporation, if any),

                (ii) any sale,  lease, exchange  or  other transfer  (in  one
           transaction or a  series of related  transactions contemplated  or
           arranged by any party  as a single plan)  of all or  substantially
           all of the Company's assets, or

                (iii)     any  plan  or  proposal  for  the  liquidation   or
           dissolution of the Company;

           (b)  individuals who constitute the Company's Board as of April 1,
      1995 (the "Incumbent Directors") cease for any reason to constitute  at
      least a majority of the Board; provided, however, that for purposes  of
      this subparagraph (b),  any individual who  becomes a  Director of  the
      Company subsequent to April 1, 1995, and whose election, or  nomination
      for election by the Company's shareholders, is approved by a vote of at
      least a majority of  the Incumbent Directors who  are Directors at  the
      time of such vote, shall be considered an Incumbent Director; or

           (c)  any "person," as that term is  defined in Section 3(a)(9)  of
      the Securities Exchange Act  of 1934, as  amended (the "Exchange  Act")
      (other than the Company, any of its subsidiaries, any employee  benefit
      plan of  the  Company  or  any  of  its  subsidiaries,  or  any  entity
      organized, appointed or established by the  Company for or pursuant  to
      the  terms  of   such  plan),  together   with  all  "affiliates"   and
      "associates" (as  such  terms  are defined  in  Rule  12b-2  under  the
      Exchange Act) of such  person, shall become  the "beneficial owner"  or
      "beneficial owners"  (as defined  in Rules  13d-3 and  13d-5 under  the
      Exchange Act), directly  or indirectly,  of securities  of the  Company
      representing in  the aggregate  20%  or more  of  either (i)  the  then
      outstanding shares of Common Stock or (ii) the combined voting power of
      all then outstanding securities of the  Company having the right  under
      ordinary circumstances to vote  in an election  of the Company's  Board
      ("Voting Securities"), in either  such case other than  as a result  of
      acquisitions of such securities directly from the Company.

           Notwithstanding the  foregoing,  a  "Change  in  Control"  of  the
 Company shall not be  deemed to have occurred  for purposes of  subparagraph
 (c) of  this  Section  6.01  solely  as the  result  of  an  acquisition  of
 securities by the Company which, by reducing the number of shares of  Common
 Stock  or   other  Voting   Securities   outstanding,  increases   (i)   the
 proportionate number of  shares of Common  Stock beneficially  owned by  any
 person to 20% or more of the shares of Common Stock then outstanding or (ii)
 the  proportionate  voting  power  represented  by  the  Voting   Securities
 beneficially owned by any person to 20% or more of the combined voting power
 of all then outstanding  Voting Securities; provided,  however, that if  any
 person referred to in clause (i)  or (ii) of this sentence shall  thereafter
 become the beneficial  owner of  any additional  shares of  Common Stock  or
 other Voting Securities  (other than  as a result  of a  stock split,  stock
 dividend or similar transaction), then a "Change in Control" of the  Company
 shall be deemed to  have occurred for purposes  of subparagraph (c) of  this
 Section 6.01.

      Section 6.02.  Amendment and Termination of the  Plan.  Subject to  the
 right of  the Board  to terminate  the Plan  prior thereto,  the Plan  shall
 terminate at the expiration of ten years from April 1, 1995.  No Options may
 be granted  after termination  of the  Plan.   The  Board  may at  any  time
 suspend, terminate, amend  or modify the  Plan; provided,  however, that  no
 amendment or modification  of the Plan  shall become  effective without  the
 approval of  such  amendment or  modification  by the  shareholders  of  the
 Company if  the Company,  on the  advice of  counsel, determines  that  such
 shareholder approval is  necessary or desirable.   Upon  termination of  the
 Plan, the  terms and  provisions of  the  Plan shall,  notwithstanding  such
 termination, continue to apply to Options granted prior to such termination.
  No suspension, termination,   amendment or modification  of the Plan  shall
 adversely affect the rights of an Optionee under an Option, except with  the
 consent of such Optionee.

      Section 6.03.  Payment of Purchase Price;  Application of Funds.   Upon
 exercise of an Option, the purchase price shall  be paid in full in cash  or
 by check; provided. however, that at the  request of an Optionee and to  the
 extent permitted by  applicable law,  the Company  shall approve  reasonable
 arrangements with Optionees who are Outside  Directors and may, in its  sole
 and absolute discretion,  approve reasonable arrangements  with one or  more
 Optionees who are  Employees or Consultants  and their respective  brokerage
 firms, under which such an Optionee may exercise his Option by delivering to
 the Company  an irrevocable  notice of  exercise, together  with such  other
 documents as the Company shall require, and the Company shall, upon  receipt
 of full payment  in cash or  by check of  the purchase price  and any  other
 amounts due  in  respect  of  such  exercise,  deliver  to  such  Optionee's
 brokerage firm one or  more certificates representing  the shares of  Common
 Stock issued in  respect of  such exercise.   The  proceeds of  any sale  of
 Common Stock  covered  by Options  shall  constitute general  funds  of  the
 Company.  Upon exercise of an Option,  the Optionee will be required to  pay
 to the Company the amount of any  federal, state or local taxes required  by
 law to be withheld in connection with such exercise.

      Section 6.04.  Requirements of Law.   The granting  of Options and  the
 issuance of Common Stock upon the exercise of an Option shall be subject  to
 all  applicable  laws,  rules  and  regulations  and  to  such  approval  by
 governmental agencies as may be required.

      Section 6.05.  Nontransferability of Options.  An Option granted  under
 the Plan shall not be transferable by the Optionee except by will or by  the
 laws of  descent  and  distribution and  shall  be  exercisable  during  the
 lifetime of the Optionee only by the Optionee.

      Section 6.06.  Investment Letter.  The Company's obligation to  deliver
 Common Stock with respect to an Option shall be conditioned upon its receipt
 from the  Optionee to  whom such  Common  Stock is  to  be delivered  of  an
 executed investment letter containing such representations and agreements as
 the Committee may determine to be necessary or advisable in order to  enable
 the Company  to issue  and deliver  such Common  Stock to  such Optionee  in
 compliance with the  Securities Act of  1933 and  other applicable  federal,
 state or local securities laws or regulations.

      Section 6.07.  Date of Adoption and  Effective Date of  the Plan.   The
 original Carrington Laboratories, Inc. 1995 Stock Option Plan (the "Original
 Plan")  became  effective  on  April  1,  1995.   The  first  amendment  and
 restatement of the Original Plan became  effective on March 27, 1996.   This
 second amendment and restatement  of the Original Plan  was approved by  the
 Board on January 15,  1998 and shall  be deemed effective  as of that  date,
 provided it is duly approved by the holders  of a majority of the shares  of
 Common Stock present or represented and entitled to vote at the 1998  annual
 meeting of shareholders  of the Company.   If not  so approved, this  second
 amendment and restatement of the Original  Plan shall be null and void,  any
 Options granted hereunder to Outside Directors on or after January 15,  1998
 and prior to  the date of  the 1998 annual  meeting of  shareholders of  the
 Company shall be null and void,  and the first amendment and restatement  of
 the Original Plan shall remain in  full force and effect in accordance  with
 its terms.

      Section 6.08.  Gender.  Words of any gender  used in the Plan shall  be
 construed  to  include  any  other  gender,  unless  the  context   requires
 otherwise.