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                                                                    EXHIBIT 10.1

                    INTEGRATED SYSTEMS CONSULTING GROUP, INC.

             AMENDED AND RESTATED 1997 INCENTIVE STOCK OPTION PLAN(1)

1.       Purpose of the Plan

The purposes of this plan are to foster and promote the long-term financial
success of the Company by (a) attracting and retaining key personnel of
outstanding ability by the granting of stock options; (b) strengthening the
Company's capacity to develop and maintain a competent management team; (c)
providing incentive compensation opportunities which are competitive with those
of other businesses; and (d) enabling key personnel to participate in the
financial success of the Company through the ownership of stock in the Company.
It is intended that stock options granted under this Plan shall be "incentive
stock options," as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). All requirements of Code Section 422 and the
regulations issued thereunder are deemed a part of this Plan and any provision
hereof which is contrary to those requirements shall be null and void.

2.       Definitions

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

                  (b)      "Committee" means a Committee appointed by the Board
                           to administer the Plan. The Committee shall consist
                           of not less than two persons who shall serve at the
                           pleasure of the Board.

                  (c)      "Company" means Integrated Systems Consulting Group,
                           Inc., a Pennsylvania corporation, and its
                           Subsidiaries, if any.

                  (d)      "Employee" means any person (including any officer of
                           the Company), who is employed on a full-time basis by
                           the Company, and any member of the Board or the Board
                           of Directors of any Subsidiary. For purposes of the
                           Plan, employment on a full-time basis means
                           employment for 40 or more hours per week.

                  (e)      "Exercise Period" means the period during which a
                           Participant is entitled to exercise a Stock Option
                           granted to such Participant under the Plan; which
                           period shall neither begin prior to two (2) years,
                           nor end later than ten (10) years from the date of
                           the grant of such Option. Options granted to any
                           Employee under this Plan shall continue to be
                           exercisable only so long as the Participant continues
                           to be an Employee, except as provided in Section 7
                           hereof.


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(1) On May 23, 1997 the Company's Shareholders approved an amendment to the
Company's Amended and Restated 1989 Incentive Stock Option Plan to extend its
expiration date to May 22, 2007. Subsequent to such amendment, the Plan will be
referred to as the Amended and Restated 1997 Incentive Stock Option Plan.


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                  (f)      "Fair Market Value" means the value of the Shares
                           determined in good faith by the Plan Administrator.
                           If shares of the Stock are listed on a stock
                           exchange, such determination shall be made on the
                           basis of the closing sale price of such Shares on any
                           stock exchange on which such shares are listed. If
                           shares of the Stock are not listed on a stock
                           exchange, but are traded on the over-the-counter
                           market, such determination shall be made on the basis
                           of the mean between the bid and offer prices for such
                           shares on the over-the-counter market. In no case
                           shall such Fair Market Value be less than the par
                           value of such Shares. Fair Market Value of the Shares
                           shall be determined without regard to any
                           restrictions other than a restriction which, by its
                           terms, will never lapse.

                  (g)      "Offer" means a tender or exchange offer, other than
                           one made by the Company, for shares of Stock in the
                           Company.

                  (h)      "Participant" means any Employee who is selected by
                           the Plan Administrator to receive a Stock Option.

                  (i)      "Plan" means the Amended and Restated 1997 Incentive
                           Stock Option Plan(2) of the Company, including any
                           amendments thereto.

                  (j)      "Plan Administrator" means either the Board or a
                           Board-appointed Committee, whichever is designated
                           from time to time to administer the Plan under
                           Section 3(a) hereof.

                  (k)      "Reorganization Transaction" means a merger,
                           consolidation or combination of the Company with
                           another corporation or entity or any similar
                           reorganization of the Company, the complete
                           liquidation of the Company, or the sale of all or
                           substantially all of the assets of the Company.

                  (l)      "Shares" means the shares of Stock reserved for
                           issuance or transfer by the Company under the Plan as
                           set forth in Section 4(a) hereof. The term "Shares"
                           shall also include all shares of Stock received with
                           respect to Shares by a Participant pursuant to a
                           stock dividend, stock split, recapitalization or
                           other similar transaction.

                  (m)      "Stock" means the Common Stock, par value $.005 per
                           share, of the Company.

                  (n)      "Stock Option" or "Option" means an option to
                           purchase Shares granted under Section 6 hereof.

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(2) Amended as of May 23, 1997. See note 1. 

                                       2

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                  (o)      "Subsidiary" means any corporation the majority of
                           the outstanding voting stock of which is owned,
                           directly or indirectly, by the Company.

                  (p)      "Termination of Employment" means the time when the
                           employee-employer relationship between the
                           Participant and the Company is terminated for any
                           reason, including, but not limited to, a termination
                           by resignation, discharge, death, disability, or
                           retirement, but excluding such termination where
                           there is a simultaneous reemployment by either the
                           Company or a Subsidiary.

                  (q)      "Vesting Schedule" means the dates when a Participant
                           can exercise the Options granted under this Plan, as
                           set forth in Section 6(c) hereof.

3.       Administration of the Plan

                  (a)      The Plan shall be administered under the direction of
                           the Board. The Board may at any time, in its sole
                           discretion, appoint a Committee of the Company which
                           shall have all of the powers, duties, and
                           responsibilities of the Board of Directors under this
                           Plan and shall be subject to all of the terms and
                           conditions of this Plan applicable to the Board of
                           Directors. The Committee, if appointed, shall consist
                           of two or more persons who shall serve at the
                           pleasure of the Board of Directors. Such persons may
                           or may not be Directors of the Company. The Board
                           shall determine, from time to time, whether the Plan
                           shall be administered by the Board or the Committee,
                           and whichever body is so designated shall be the Plan
                           Administrator hereunder.

                  (b)      Subject to the provisions of the Plan, the Plan
                           Administrator shall have exclusive power to select
                           the Employees who are to be Participants under the
                           Plan as set forth in Section 5 hereof and to
                           determine the Options to be granted to the
                           Participants selected and the time or times when, and
                           terms, conditions and restrictions subject to which,
                           such Options will be granted.

                  (c)      Decisions and determinations by the Plan
                           Administrator shall be final and binding upon all
                           persons, including, but not limited to, the Company
                           and its shareholders, Participants and their personal
                           representatives, heirs and assigns, and other
                           Employees. The Plan Administrator shall have the
                           authority to interpret the Plan, establish and revise
                           rules and regulations relating to the Plan, and make
                           any other determinations that it believes necessary
                           or advisable for the administration of the Plan;
                           provided, however, that no such rules, regulations or
                           determinations are inconsistent with the terms of
                           this Plan.

                                       3
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                  (d)      The provisions of the By-laws of the Company
                           governing the number of Directors of the Board
                           required for action to be taken by the Board at a
                           meeting and the requirements for voting by Directors
                           at a meeting at which a quorum is present, or for
                           acting by their written consent, shall be complied
                           with by the Board in order to take valid actions
                           under the Plan. Notwithstanding anything in the
                           By-laws to the contrary, a majority of the Committee
                           shall constitute a quorum, and the acts of a majority
                           of the members of the Committee present at any
                           meeting at which a quorum is present, or acts
                           approved in writing by a majority of the Committee
                           without a meeting, shall be the acts of the
                           Committee.

                  (e)      All expenses and liabilities incurred by the Plan
                           Administrator in the administration of the Plan shall
                           be borne by the Company. The Plan Administrator may
                           employ attorneys, consultants, accountants, or other
                           persons to render services in connection with the
                           Plan, and the Company, the Board, the Committee, and
                           the members of the Board and Committee shall be
                           entitled to rely upon the advice, opinions, or
                           valuations of any such persons. Neither the Company,
                           the Board, the Committee, nor any member of the Board
                           or Committee shall be personally liable for any
                           action, determination, or interpretation taken or
                           made in good faith with respect to the Plan, and all
                           members of the Board and Committee shall be
                           indemnified by the Company with respect to any such
                           liability to the fullest extent permitted by the
                           By-laws of the Company.

4.       Stock Subject to the Plan

                  (a)      The maximum number of shares of Stock which may be
                           issued or transferred by the Company under the Plan
                           and which shall be reserved for such issuance shall
                           be 1,650,000(3) Shares.

                  (b)      The Board may reserve authorized but unissued shares
                           of Stock, or treasury shares of Stock, not otherwise
                           reserved or restricted, for issuance under this Plan.
                           Shares reserved for issuance or transfer under
                           outstanding Stock Options under this Plan which
                           expire unexercised or which are cancelled shall again
                           become reserved for issuance under this Plan.

                  (c)      The approval of this Plan by the Board shall
                           constitute the Board's conclusive judgment and
                           determination that, when Shares have been issued to a
                           Participant in accordance with the terms and
                           conditions of the Plan, such Shares shall be
                           considered to be issued for full and adequate
                           consideration and shall be fully paid and
                           nonassessable Stock, and that such consideration
                           shall be accounted for in accordance with the
                           Company's standard accounting practice.

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(3) Amended as of May 23, 1997 (formerly
the total number of shares covered by the Plan was 1,250,000). See note 1.



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5.       Eligibility

The Plan Administrator shall from time to time, in its absolute discretion,
select Participants to whom Stock Options shall be granted from among those
Employees who are key personnel of the Company. No Stock options shall be
granted to any individual who, at the time the Stock Option is granted, owns
(after application of the ownership attribution rules contained in Code Section
424(d)) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, unless the purchase price
per Share under such Option is at least 110% of the Fair Market Value of such
Share on the date the Option is granted, and such Option is not exercisable
until after the expiration of five (5) years from the date on which such Option
is granted. Moreover, the aggregate fair market value (determined as of the time
the Option is granted) of the shares of stock of the Company with respect to
which incentive stock options (as defined in Code Section 422) are exercisable
for the first time by any Participant during any calendar year (pursuant to all
incentive stock option plans of the Company) shall not exceed $100,000.

6.       Grant of Stock Option; Agreement

At the time an Option is granted pursuant to this Plan, each Participant granted
an Option shall enter into an agreement with the Company (an "Incentive Stock
Option Agreement"), in a form approved by the Plan Administrator, which shall
set forth the general terms and conditions of the Options granted to the
Participant, and such other terms and conditions as the Plan Administrator
shall, in its sole discretion, determine. A copy of a form of Incentive Stock
Option Agreement is attached hereto as Exhibit A. The Incentive Stock Option
Agreement shall specify the following terms and conditions with respect to the
Option:

                  (a)      Number of Shares. The number of Shares issuable or
                           transferable to the Participant upon the exercise of
                           the Option.

                  (b)      Price. The purchase price per Share deliverable upon
                           the exercise of the Option, which shall not be less
                           than the Fair Market Value of the Shares on the date
                           the Option is granted. The purchase price may be paid
                           in cash, by check or in any other form as may be
                           deemed acceptable by the Plan Administrator.

                  (c)      Exercise Period and Vesting Schedule. The Stock
                           Options granted under this Plan shall be exercisable
                           by the Participant in accordance with the following
                           schedule (the "Vesting Schedule"):

                                       5

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<TABLE>
<CAPTION>

<S>                                                                            <C>  
                           For Options granted before July 25th, 1996:

                                    2 years from date of grant:                 20% of Shares
                                    3 years from date of grant:                 40% of Shares
                                    4 years from date of grant:                 60% of Shares
                                    5 years from date of grant:                 80% of Shares
                                    6 years from date of grant:                 100% of Shares

                           For Options granted on or after July 25th, 1996:
                                    1 year from date of grant:                  20% of Shares
                                    2 years from date of grant:                 40% of Shares
                                    3 years from date of grant:                 60% of Shares
                                    4 years from date of grant:                 80% of Shares
                                    5 years from date of grant:                 100% of Shares
</TABLE>
                  (d)      Discretion of Plan Administrator. Notwithstanding
                           anything to the contrary in this Section 6(d), the
                           Plan Administrator, at any time and in its sole
                           discretion, may establish the Vesting Schedule for
                           any Stock Options granted under this Plan and may
                           also provide for the acceleration of the Vesting
                           Schedule with respect to Stock Options previously
                           granted under the Plan to any Participant and the
                           acceleration of the right to exercise Stock Options
                           prior to vesting (provided such Stock is subject to
                           the Company's right, but not the obligation, to
                           repurchase such Stock if vesting does not
                           subsequently occur), provided that such grant or
                           acceleration shall not impair the qualification of
                           such Stock Option under Code Section 422.

                  (e)      Voluntary. The Participant shall expressly
                           acknowledge and agree that participation in this Plan
                           is voluntary, and that the Participant will be solely
                           responsible for all taxes to which he or she may
                           become subject as a consequence of participation in
                           the Plan, the exercise of an Option or the ownership,
                           sale, transfer or other disposition of Shares
                           acquired pursuant to the exercise of an Option issued
                           hereunder.

                  (f)      30-Day Waiting Period With Respect to Options Granted
                           Prior to July 25, 1996. With respect only to Options
                           granted hereunder prior to July 25, 1996, there shall
                           be a 30-day period between the date on which the
                           Participant exercises the Option pursuant to this
                           Plan, and the issuance or transfer of the Shares
                           covered by such Option to the Participant, and the
                           Participant must remain an Employee at all times
                           during such 30-day period in order to receive the
                           Shares.

                  (g)      Share Certificates Held by Company. The original of
                           any Share certificates that are issued to a
                           Participant upon exercise of a Stock Option granted
                           under the Plan may be held by the Plan Administrator
                           as custodian for the Participant, in the Plan
                           Administrator's sole discretion. The issuance of such
                           certificates shall be recorded on the Company's stock
                           ledger book and other records so that the Participant
                           is accorded all rights of a holder of Shares. At a
                           Participant's request, the Plan Administrator shall
                           furnish to the Participant a copy of the Share
                           certificate(s) held by the Plan Administrator as
                           custodian for the Participant.

                                       6
<PAGE>

                  (h)      Other. Such other terms and conditions not
                           inconsistent with the Plan as the Plan Administrator
                           shall specify.

7.       Termination of Employment

                  (a)      Death. If the Participant dies while an Employee, any
                           Option which was exercisable, in accordance with the
                           Vesting Schedule, by such Participant on the date of
                           such Participant's death shall be exercisable by such
                           Participant's estate, heirs or legatees at any time
                           prior to the expiration of one year after the date of
                           the Participant's death, but in no event after the
                           expiration of the Exercise Period applicable to such
                           Option.

                  (b)      Total Disability. If any Participant becomes
                           permanently and totally disabled within the meaning
                           of Code Section 22(e)(3) while he or she is an
                           Employee, any Option held by the Participant which
                           was exercisable, in accordance with the Vesting
                           Schedule, by the Participant on the date of such
                           disability shall be exercisable for a period of one
                           year from the date such Participant ceases
                           Employment, but in no event after the expiration of
                           the Exercise Period applicable to such Option. If the
                           Participant dies during such one-year period, the
                           executor, personal representative, distributee or
                           legatee of the Participant's estate shall have the
                           right to exercise such Option during the remainder of
                           such period.

                  (c)      Other. If there is a Termination of Employment of a
                           Participant for any reason not specified in Sections
                           7(a) or 7(b) hereof, any Option which was
                           exercisable, in accordance with the Vesting Schedule,
                           by such Participant on the date of such Termination
                           shall be exercisable at any time prior to 30 days
                           from the date of such Termination, but in no event
                           after the termination of the Exercise Period
                           applicable to such Option. If the Participant dies
                           during such 30-day period, the executor, personal
                           representative, legatee or distributee of the
                           Participant's estate shall have the right to exercise
                           such Option during the remainder of such period. The
                           Plan Administrator shall have discretion with respect
                           to applying this Section 7(c) to members of the Board
                           of Directors who are Participants under the Plan.


                                       7
<PAGE>

8.       Leave of Absence

If a Participant is granted a leave of absence (as defined in Regulations
Section 1.421-7(b)(2)) by the Company, the Plan Administrator may make such
provision respecting continuance of any Stock Option held by such Participant
while such Participant continues as an Employee as it may deem advisable, except
that in no event shall any Option become exercisable after the expiration of the
Exercise Period applicable to such Option.

9.       Compliance with Applicable Laws

No Stock Options shall be granted, and no Shares shall be issued or transferred
by the Company to a Participant pursuant to the Plan unless the Plan
Administrator, in its sole discretion, shall have first determined that all
registrations, approvals, exemptions, and any other action required by law to be
taken with respect to the Plan shall have been accomplished, including, but not
limited to, such action, if any, as is then required to comply with the
provisions of the Securities Act of 1933, the Securities Exchange Act of 1934,
any applicable state laws, and the requirements of any exchange on which the
Stock may, at the time, be listed.

10.      Employment

No employee or other person shall have any claim or right to be granted a Stock
Option under the Plan. Nothing herein contained shall at any time be deemed to
give any Employee the right to be retained in the employ of the Company,
interfere with the right of the Company to discharge any Employee, give to the
Company the right to require any Employee to remain in its employ, or interfere
with any Employee's right to terminate employment.

11.      Corporate Changes

                  (a)      If any change in the number, class, rights or
                           designation of outstanding shares of Stock occurs by
                           reason of a stock split, recapitalization, stock
                           dividend, reclassification, or other similar
                           transaction, the maximum aggregate number and class
                           of Shares reserved under the Plan or the exercise
                           price of all outstanding Stock Options may be
                           appropriately adjusted by the Board whose
                           determination in such regard shall be conclusive.
                           When such adjustment is made, the number of Shares
                           issuable or transferable to Participants upon the
                           exercise of outstanding Stock Options, or the
                           exercise price of such Options, as the case may be,
                           shall likewise be appropriately adjusted by the
                           Board.

                  (b)      If the Company becomes a party or subject to a
                           Reorganization Transaction, or if there is an Offer
                           for shares of the Stock, the Board may: (1) determine
                           what Participants shall be entitled to receive, in
                           substitution for Shares issuable or transferable to
                           them upon the exercise of outstanding Stock Options,
                           in the form of stock, securities, cash or other
                           property to be received by owners of Stock of the
                           Company as a result of such Reorganization
                           Transaction or Offer; provided, however, that the
                           aggregate fair market value of the stock, securities,
                           cash or other property subject to the Options
                           immediately after such substitution shall be no
                           greater than the aggregate Fair Market Value of the
                           Shares subject to such Options immediately before
                           such substitution; (2) upon written notice to
                           Participants, provide that the Participant's Options
                           shall be terminated unless exercised in accordance
                           with the Plan within thirty (30) days after the date
                           of such notice; or (3) take any other action with
                           respect to any outstanding Stock Options which it
                           deems to be appropriate; provided that under no
                           circumstances shall any such Board determination
                           increase the length of the Exercise Periods
                           applicable to the Options.

                                       8

<PAGE>

12.      Transferability of Shares

                  (a)      If a Participant acquires Shares pursuant to the
                           terms of this Plan and there is, subsequently, a
                           Termination of Employment with the Company, either
                           voluntarily or involuntarily, such Employee shall be
                           obligated to offer to sell within fifteen (15) days
                           to the Company and the Company shall be obligated to
                           purchase from the Participant the Shares so acquired
                           (other than Shares of the Company for which there
                           shall be a public market). If the termination is by
                           reason of the death of the Participant, the
                           obligation to offer the Shares shall pass with the
                           Shares to the Participant's executor, legal
                           representative, distributee, or legatee. At the
                           discretion of the Plan Administrator this Section 12
                           shall not apply to members of the Board of Directors
                           who are Participants under the Plan.

                           Closing with respect to the repurchase of the Shares
                           described in the prior paragraph shall take place at
                           the offices of the Company within thirty (30) days of
                           the date of Termination of Employment (or, in the
                           case of the death of the Participant, within thirty
                           (30) days of the exercise of the Option pursuant to
                           Section 7(a) hereof). At the sole discretion of the
                           Company, however, the date of Closing may be
                           postponed until the first business day following the
                           date which is the one year anniversary of the date
                           the Shares were transferred to the Participant
                           pursuant to the Option.

                           The purchase price for the Shares to be purchased
                           hereunder, other than in the event the Participant is
                           dismissed from Employment with the Company for cause,
                           shall be the Fair Market Value of such Shares
                           (determined in accordance with Section 2(f) hereof)
                           as of the date of Termination of Employment. If a
                           Participant is dismissed from Employment with the
                           Company for cause, the purchase price of those Shares
                           acquired by the Employee pursuant to the exercise of
                           Stock Options shall be equal to their Fair Market
                           Value as determined above or the Participant's
                           exercise price for those Shares, whichever is less.



                                       9
<PAGE>


                  (b)      The Shares acquired pursuant to the Plan shall and
                           all share certificates representing Shares so
                           acquired shall contain a legend stating that transfer
                           of such Shares is restricted in accordance with the
                           terms of this Plan.

13.      Miscellaneous

                  (a)      Effective Date and Duration of the Plan. This Plan
                           shall become effective upon the approval thereof by
                           the holders of a majority of the outstanding shares
                           of stock of the Company entitled to vote thereon
                           within twelve months after the Plan is adopted by the
                           Board of Directors. Unless sooner terminated, the
                           Plan shall terminate ten years from the date of
                           shareholder approval, or the date the Plan is
                           adopted, whichever is earlier.

                  (b)      Effect Upon Other Plans. The adoption of the Plan
                           shall not affect any stock option or other
                           compensation or incentive plan in effect for the
                           Company or any Subsidiary, and the Plan shall not
                           preclude the Board from establishing any other forms
                           of incentive, bonus or other compensation for
                           Employees.

                  (c)      Termination. The right to grant Stock Options under
                           the Plan shall terminate automatically at the close
                           of business on the tenth anniversary of the effective
                           date of the Plan, and thereafter, the function of the
                           Plan Administrator shall be limited to the
                           administration of Options previously granted. The
                           Board shall have the right to suspend or terminate
                           the Plan at any time provided that no action shall,
                           without the consent of the Participant, adversely
                           affect any rights or obligations under any Options
                           previously granted to the Participant. The Plan may
                           be terminated at any time by the shareholders of the
                           Company in the manner provided by law.

                  (d)      Amendment of the Plan. The Board may modify or amend
                           the Plan in any respect, except that without
                           shareholder approval the Board may not, unless
                           otherwise provided specifically herein, (1) increase
                           the maximum number of Shares set forth in Section
                           4(a) hereof; (2) withdraw administration of the Plan
                           from the Plan Administrator constituted in the manner
                           provided in Section 3(a) hereof; (3) materially
                           increase the benefits accruing to Participants; or
                           (4) materially modify the requirements as to
                           eligibility for participation in the Plan as set
                           forth in Section 5 hereof. Any modification or
                           amendment of the Plan shall not, without the consent
                           of the Participant, adversely affect any rights or
                           obligations under Options previously granted to the
                           Participant. Subject to the foregoing, the Plan may
                           be amended at any time by the shareholders of the
                           Company in the manner provided by law. The Plan
                           Administrator may, with the consent of a Participant,
                           amend an outstanding Option held by a Participant, in
                           a manner not inconsistent with the Plan.


                                       10
<PAGE>

                  (e)      Assignability of Options. No Stock Options shall be
                           assignable or transferable by a Participant except by
                           will or by the laws of descent and distribution.
                           During the life of the Participant, Options shall be
                           exercisable only by such Participant. No Participant
                           shall have any rights as a shareholder with respect
                           to any Shares subject to an Option until the date of
                           issuance of stock certificates to such Participant
                           for such Shares. Except as otherwise expressly
                           provided herein, no adjustment shall be made for
                           dividends or other shareholder rights for which the
                           record date is prior to the date such stock
                           certificates are issued.

                  (f)      Binding Effect. Any delivery of Shares upon the
                           exercise of Stock Options and any delivery of cash in
                           settlement of an Option to any Participant or former
                           Participant or such Participant's legal
                           representative or to any beneficiary of such
                           Participant in accordance with the provisions of this
                           Plan shall be in full satisfaction of all claims with
                           respect to such Options which such Participant,
                           representative or beneficiary may have against the
                           Company, Plan Administrator or any member of the Plan
                           Administrator. This Plan shall be binding upon the
                           beneficiaries, heirs, executors, administrators,
                           distributees and assigns of the Participants and the
                           successors and assigns of the Company.

                  (g)      Governing Law. This Plan shall be construed and
                           enforced in accordance with the laws of the
                           Commonwealth of Pennsylvania.

                  (h)      Compliance with Securities and Exchange Commission
                           Rule 16b-3. Notwithstanding anything contained in
                           this Plan to the contrary, commencing July 25, 1996,
                           no Options shall be granted to any person who is the
                           beneficial owner of more than 10% of any class of
                           equity security of the Company which is registered
                           pursuant to Section 12 of the Securities Exchange Act
                           of 1934 or who is a director or officer of the
                           Company (hereinafter referred to as an "insider"),
                           except as follows:

                                    (i) Formula Plan for Outside Directors. Each
                           outside member of the Board of Directors (i.e., a
                           director who is not employed by the Company) shall
                           automatically be granted an Option for 10,000 Shares
                           upon initial election to the Board of Directors, and
                           each outside member of the Board of Directors shall
                           automatically be granted an Option for 2,000 Shares
                           every two years thereafter following re-election to
                           the Company's Board of Directors.

                                    (ii) Other Insiders. All other "insiders"
                           shall be granted Options only upon recommendation of
                           the Committee and approval by the Board of Directors.



                                       11
<PAGE>

                                    (iii) It is the intent of this subsection
                           13(h) that profits resulting from the exercise of
                           Options granted to "insiders" shall not be subject to
                           the short-swing profit recovery provisions of section
                           16 of the Securities Exchange Act but shall instead
                           be exempt from such provisions pursuant to Rule 16b-3
                           or otherwise. Accordingly, this subsection 13(h)
                           shall be construed and administered in such a manner
                           as to result in the foregoing.




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