Amended as of
February 17, 1998


                         DYNAMICS RESEARCH CORPORATION

                           1993 EQUITY INCENTIVE PLAN


1.  PURPOSE

     The purpose of this 1993 Equity Incentive Plan 
(the "Plan") is to advance the interests of Dynamics Research 
Corporation (the "Company") by enhancing its ability to attract and 
retain employees and other persons or entities who are in a position 
to make significant contributions to the success of the Company and 
its subsidiaries through ownership of shares of the Company's common 
stock ("Stock").

     The Plan is intended to accomplish these goals 
by enabling the Company to grant Awards in the form of Options, 
Stock Appreciation Rights, Restricted Stock or Unrestricted Stock 
Awards, Deferred Stock Awards, Performance Awards, Loans or 
Supplemental Grants, or combinations thereof, all as more fully 
described below.

2.  ADMINISTRATION

The Plan will be administered by the Compensation Committee (the "Committee")
of the Board of Directors of the Company (the "Board").  The Committee
will have authority, not inconsistent with the express provisions of the
Plan and in addition to other authority granted under the Plan, to (a) grant
Awards at such time or times as it may choose; (b) determine the 
size of each Award, including the number of shares of Stock subject 
to the Award; (c) determine the type or types of each Award; (d) 
determine the terms and conditions of each Award; (e) waive 
compliance by a Participant (as defined below) with any obligations 
to be performed by the Participant under an Award and waive any term 
or condition of an Award; (f) amend or cancel an existing Award in 
whole or in part (and if an award if canceled, grant another Award 
in its place on such terms as the Committee shall specify), except 
that the Committee may not, without the consent of the holder of an 
Award, take any action under this clause with respect to such Award 
if such action would adversely affect the rights of such holder; (g) 
prescribe the form or forms of instruments that are required or 
deemed appropriate under the Plan, including any written notices and 
elections required of Participants, and change such forms from time 
to time; (h) adopt, amend and rescind rules and regulations for the 
administration of the Plan; and (i) interpret the Plan and decide 
any questions and settle all controversies and disputes that may 
arise in connection with the Plan.  Such determinations and actions 
of the Committee, and all other determinations and actions of the 
Committee made or taken under authority granted by any provision of 
the Plan, will be conclusive and will bind all parties.  Nothing in 
this paragraph shall be construed as limiting the power of the 
Committee or the Board to make adjustments under Section 7.3 or 
Section 8.6.

3.  EFFECTIVE DATE AND TERM OF PLAN

     The Plan will become effective on the date on which it is approved
by the stockholders of the Company.  Grants of Awards under the plan may
be made prior to that date (but after Board adoption of the Plan),
subject to such approval of the Plan.

     No Award may be granted under the Plan after April 27, 2003, but Awards
previously granted may extend beyond that date.

4.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 8.6 below, the aggregate
number of shares of Stock that may be delivered under the Plan will be
1,000,000.  If any Award requiring exercise by the Participant for delivery
of Stock terminates without having been exercised in full, or if any Award
payable in Stock or cash is satisfied in cash rather than Stock, the
number of shares of Stock as to which such Award was not exercised or for
which cash was substituted will be available for future grants.

     Stock delivered under the Plan may be either authorized but unissued
Stock or previously issued Stock acquired by the Company and held in
treasury.  No fractional shares of Stock will be delivered under the Plan.

5.  ELIGIBILITY AND PARTICIPATION

     Those eligible to receive Awards under the Plan ("Participants")
will be persons in the employ of the Company or any of its subsidiaries
("Employees") and other persons or entities (including without limitation
non-Employee directors of the Company or a subsidiary of the Company)
who, in the opinion of the Committee, are in a position to make a
significant contribution to the success of the Company or its subsidiaries.
A "subsidiary" for purposes of the Plan will be a corporation in which the
Company owns, directly or indirectly, stock possessing 50% or more of the
total combined voting power of all classes of stock.  

6.  TYPES OF AWARDS

     6.1.  OPTIONS

     (a)  Nature of Options.  An Option is an Award entitling the recipient
on exercise thereof to purchase Stock at a specified exercise price.

     Both "incentive stock options," as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") (any Option intended
to qualify as an incentive stock option being hereinafter referred to
as an "ISO"), and Options that are not incentive stock options, may be
granted under the Plan.  ISOs shall be awarded only to Employees.

     (b)  Exercise Price.  The exercise price of an 
Option will be determined by the Committee subject to the following:

          (1)  The exercise price of an ISO shall not be less than 100%
(110% in the case of an ISO granted to a ten-percent shareholder)
of the fair market value of the Stock subject to the Option,
determined as of the time the Option is granted.  A "ten-percent
shareholder" is any person who at the time of grant owns, directly or
indirectly, or is deemed to own by reason of the attribution rules of
section 424(d) of the Code, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of any 
of its subsidiaries.

          (2)  In no case may the exercise price paid for Stock which is
part of an original issue of authorized Stock be less than the par
value per share of the Stock.

          (3)  The Committee may reduce the exercise price of an Option at
any time after the time of grant, but in the case of an Option
originally awarded as an ISO, only with the consent of the Participant.

     (c)  Duration of Options.  The latest date on 
which an Option may be exercised will be the tenth anniversary 
(fifth anniversary, in the case of an ISO granted to a ten-percent 
shareholder) of the day immediately preceding the date the Option 
was granted, or such earlier date as may have been specified by the 
Committee at the time the Option was granted.

     (d)  Exercise of Options.  Options granted under any single Award
will become exercisable at such time or times, and on such conditions,
as the Committee may specify.  The Committee may at any time and from
time to time accelerate the time at which all or any part of the Option
may be exercised.

     Any exercise of an Option must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (1)
any documents required by the Committee and (2) payment in full in
accordance with paragraph (e) below for the number of shares for which
the Option is exercised.

     (e)  Payment for Stock.  Stock purchased on exercise of an Option
must be paid for as follows: (1) in cash or by check (acceptable to the
Company in accordance with guidelines established for this purpose),
bank draft or money order payable to the order of the Company or (2) if so
permitted by the instrument evidencing the Option (or in the case of an
Option which is not an ISO, by the Committee at or after grant of the
Option), (i) through the delivery of shares of Stock which have been
outstanding for at least six months (unless the Committee expressly
approves a shorter period) and which have a fair market value on the
last business day preceding the date of exercise equal to the exercise
price, or (ii) by delivery of a promissory note of the Option holder to
the Company, payable on such terms as are specified by the Committee, or 
(iii) by delivery of an unconditional and irrevocable undertaking by 
a broker to deliver promptly to the Company sufficient funds to pay 
the exercise price, or (iv) by any combination of the permissible 
forms of payment; provided, that if the Stock delivered upon 
exercise of the Option is an original issue of authorized Stock, at 
least so much of the exercise price as represents the par value of 
such Stock must be paid other than by the Option holder's promissory 
note or personal check.

     (f)  Discretionary Payments.  If the market price of shares of Stock
subject to an Option (other than an Option which is in tandem with a Stock
Appreciation Right as described in Section 6.2 below) exceeds the exercise
price of the Option at the time of its exercise, the Committee may cancel
the Option and cause the Company to pay in cash or in shares of Common Stock
(at a price per share equal to the fair market value per share) to the person
exercising the Option an amount equal to the difference between the 
fair market value of the Stock which would have been purchased 
pursuant to the exercise (determined on the date the Option is 
cancelled) and the aggregate exercise price which would have been 
paid.  The Committee may exercise its discretion to take such action 
only if it has received a written request from the person exercising 
the Option, but such a request will not be binding on the Committee.

6.2.  Stock Appreciation Rights.

     (a)  Nature of Stock Appreciation Rights.  A Stock Appreciation Right
is an Award entitling the recipient on exercise of the Right to receive an
amount, in cash or Stock or a combination thereof (such form to be determined
by the Committee), determined in whole or in part by reference to
appreciation in Stock value.

     In general, a Stock Appreciation Right entitles the Participant to
receive, with respect to each share of Stock as to which the Right is
exercised, the excess of the share's fair market value on the date of
exercise over its fair market value on the date the Right was granted.
However, the Committee may provide at the time of grant that the amount
the recipient is entitled to receive will be adjusted upward or downward
under rules established by the Committee to take into account the
performance of the Stock in comparison with the performance of other stocks
or an index or indices of other stocks.  The Committee may also grant Stock
Appreciation Rights that provide, in such limited circumstances 
following a change in control as the Committee may specify (as 
determined by the Committee) the holder of such Right will be 
entitled to receive, with respect to each share of Stock subject to 
the Right, an amount equal to the excess of a specified value (which 
may include an average of values) for a share of Stock during a 
period preceding such change in control over the fair market value 
of a share of Stock on the date the Right was granted.

     (b)  Grant of Stock Appreciation Rights.  Stock Appreciation Rights may
be granted in tandem with, or independently of, Options granted under the
Plan.  A Stock Appreciation Right granted in tandem with an Option which is
not an ISO may be granted either at or after the time the Option is granted.
A Stock Appreciation Right granted in tandem with an ISO may be granted only
at the time the Option is granted.

     (c)  Rules Applicable to Tandem Awards.  When Stock Appreciation Rights
are granted in tandem with Options, the following will apply:

          (1)  The Stock Appreciation Right will be exercisable only at such
time or times, and to the extent, that the related Option is exercisable
and will be exercisable in accordance with the procedure required for
exercise of the related Option.

          (2)  The Stock Appreciation Right will terminate and no longer be
exercisable upon the termination or exercise of the related Option, except
that a Stock Appreciation Right granted with respect to less than the full 
number of shares covered by an Option will not be reduced 
until the number of shares as to which the related Option has 
been exercised or has terminated exceeds the number of shares 
not covered by the Stock Appreciation Right.

          (3)  The Option will terminate and no longer be exercisable
upon the exercise of the related Stock Appreciation Right.

          (4)  The Stock Appreciation Right will be transferable only
with the related Option.

          (5)  A Stock Appreciation Right granted 
in tandem with an ISO may be exercised only when the market 
price of the Stock subject to the Option exceeds the exercise 
price of such option.

     (d)  Exercise of Independent Stock Appreciation 
Rights.  A Stock Appreciation Right not granted in tandem with an 
Option will become exercisable at such time or times, and on such 
conditions, as the Committee may specify.  The Committee may at any 
time accelerate the time at which all or any part of the Right may 
be exercised.

     Any exercise of an independent Stock Appreciation Right must be in
writing, signed by the proper person and delivered or mailed to the
Company, accompanied by any other documents required by the Committee.

     6.3.  Restricted and Unrestricted Stock.

     (a)  Nature of Restricted Stock Award.  A Restricted Stock Award
entitles the recipient to acquire, for a purchase price equal to par value,
shares of Stock subject to the restrictions described in paragraph
(d) below ("Restricted Stock").

     (b)  Acceptance of Award.  A Participant who is 
granted a Restricted Stock Award will have no rights with respect to 
such Award unless the Participant accepts the Award by written 
instrument delivered or mailed to the Company accompanied by payment 
in full of the specified purchase price, if any, of the shares 
covered by the Award.  Payment may be by certified or bank check or 
other instrument acceptable to the Committee.

     (c)  Rights as a Stockholder.  A Participant who receives
Restricted Stock will have all the rights of a stockholder with respect
to the Stock, including voting and dividend rights, subject to the
restrictions described in paragraph (d) below and any other conditions
imposed by the Committee at the time of grant.  Unless the Committee
otherwise determines, certificates evidencing shares of Restricted Stock
will remain in the possession of the Company until such shares are free
of all restrictions under the Plan.

     (d)  Restrictions.  Except as otherwise specifically provided by the
Plan, Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of, and if the Participant ceases to be an
Employee or otherwise suffers a Status Change (as defined at Section 7.2(a)
below) for any reason, must be offered to the Company for purchase for the
amount of cash paid for the Stock, or forfeited to the Company if no cash 
was paid.  These restrictions will lapse at such time or times, and 
on such conditions, as the Committee may specify.  The Committee may 
at any time accelerate the time at which the restrictions on all or 
any part of the shares will lapse.

     (e)  Notice of Election.  Any Participant making an election under
Section 83(b) of the Code with respect to Restricted Stock must provide a
copy thereof to the Company within 10 days of the filing of such election
with the Internal Revenue Service.

     (f)  Other Awards Settled with Restricted Stock.  The Committee may,
at the time any Award described in this Section 6 is granted, provide
that any or all the Stock delivered pursuant to the Award will be Restricted
Stock.

     (g)  Unrestricted Stock.  The Committee may, in 
its sole discretion, approve the sale to any Participant of shares 
of Stock free of restrictions under the Plan for a price which is 
not less than the par value of the Stock.

     6.4.  Deferred Stock.

     A Deferred Stock Award entitles the recipient to receive shares of
Stock to be delivered in the future.  Delivery of the Stock will take
place at such time or times, and on such conditions, as the Committee may
specify.  The Committee may at any time accelerate the time at which
delivery of all or any part of the Stock will take place.  At the time any
Award described in this Section 6 is granted, the Committee may provide that,
at the time Stock would otherwise be delivered pursuant to the Award, the
Participant will instead receive an instrument evidencing the 
Participant's right to future delivery of Deferred Stock.

     6.5.  Performance Awards; Performance Goals.

     (a)  Nature of Performance Awards.  A Performance Award entitles the
recipient to receive, without payment, an amount in cash or Stock or a
combination thereof (such form to be determined by the Committee) following
the attainment of Performance Goals.  Performance Goals may be related to
personal performance, corporate performance, departmental performance or any
other category of performance deemed by the Committee to be 
important to the success of the Company.  The Committee will 
determine the Performance Goals, the period or period during which 
performance is to be measured and all other terms and conditions 
applicable to the Award.

     (b)  Other Awards Subject to Performance Condition.  The Committee
may, at the time any Award described in this Section 6 is granted, impose
the condition (in addition to any conditions specified or authorized in
this Section 6 or any other provision of the Plan) that Performance Goals
be met prior to the Participant's realization of any payment or benefit
under the Award.

     6.6.  Loans and Supplemental Grants.

     (a)  Loans.  The Company may make a loan to a 
Participant ("Loan"), either on the date of or after the grant of 
any Award to the Participant.  A Loan may be made either in 
connection with the purchase of Stock under the Award or with the 
payment of any Federal, state and local income tax with respect to 
income recognized as a result of the Award.  The Committee will have 
full authority to decide whether to make a Loan and to determine the 
amount, terms and conditions of the Loan, including the interest 
rate (which may be zero), whether the Loan is to be secured or 
unsecured or with or without recourse against the borrower, the 
terms on which the Loan is to be repaid and the conditions, if any, 
under which it may be forgiven.  However, no Loan may have a term 
(including extensions) exceeding ten years in duration.

     (b)  Supplemental Grants.  In connection with any Award, the
Committee may at the time such Award is made or at a
later date, provide for and grant a cash award to the Participant 
("Supplemental Grant") not to exceed an amount equal to (1) the 
amount of any federal, state and local income tax on ordinary income 
for which the Participant may be liable with respect to the Award, 
determined by assuming taxation at the highest marginal rate, plus 
(2) an additional amount on a grossed-up basis intended to make the 
Participant whole on an after-tax basis after discharging all the 
Participant's income tax liabilities arising from all payments under 
this Section 6.  Any payments under this subsection (b) will be made 
at the time the Participant incurs Federal income tax liability with 
respect to the Award.

7.  EVENTS AFFECTING OUTSTANDING AWARDS

     7.1.  Death. 

     If a Participant dies, the following will apply:

     (a)  All Options and Stock Appreciation Rights 
held by the Participant immediately prior to death, to the extent 
then exercisable, may be exercised by the Participant's executor or 
administrator or the person or persons to whom the Option or Right 
is transferred by will or the applicable laws of descent and 
distribution, at any time within the one year period ending with the 
first anniversary of the Participant's death (or such shorter or 
longer period as the Committee may determine), and shall thereupon 
terminate.  In no event, however, shall an Option or Stock 
Appreciation Right remain exercisable beyond the latest date on 
which it could have been exercised without regard to this Section 7.  
Except as otherwise determined by the Committee, all Options and 
Stock Appreciation Rights held by a Participant immediately prior to 
death that are not then exercisable shall terminate at death.

     (b)  Except as otherwise determined by the  Committee,
all Restricted Stock held by the Participant must be
transferred to the Company (and, in the event the certificates 
representing such Restricted Stock are held by the Company, such 
Restricted Stock will be so transferred without any further action 
by the Participant) in accordance with Section 6.3 above.

     (c)  Any payment or benefit under a Deferred Stock Award,
Performance Award, or Supplemental Grant to which the Participant
was not irrevocably entitled prior to death will be
forfeited and the Award canceled as of the time of death, unless 
otherwise determined the Committee.  

     7.2.  Termination of Service (Other Than By Death).

     If a Participant who is an Employee ceases to 
be an Employee for any reason other than death, or if there is a 
termination (other than by reason of death) of the consulting, 
service or similar relationship in respect of which a non-Employee 
Participant was granted an Award hereunder (such termination of the 
employment or other relationship being hereinafter referred to as a 
"Status Change"), the following will apply:

     (a)  Except as otherwise determined by the Committee,
all Options and Stock Appreciation Rights held by the
Participant that were not exercisable immediately prior to the 
Status Change shall terminate at the time of the Status Change.  Any 
Options or Rights that were exercisable immediately prior to the 
Status Change will continue to be exercisable for a period of three 
months (or such longer period as the Committee may determine), and 
shall thereupon terminate, unless the Award provides by its terms 
for immediate termination in the event of a Status Change or unless 
the Status Change results from a discharge for cause which in the 
opinion of the Committee casts such discredit on the Participant as 
to justify immediate termination of the Award.  In no event, 
however, shall an Option or Stock Appreciation Right remain 
exercisable beyond the latest date on which it could have been 
exercised without regard to this Section 7.  For purposes of this 
paragraph, in the case of a Participant who is an Employee, a Status 
Change shall not be deemed to have resulted by reason of (i) a sick 
leave or other bona fide leave of absence approved for purposes of 
the Plan by the Committee, so long as the Employee's right to 
reemployment is guaranteed either by statute or by contract, or (ii) 
a transfer of employment between the Company and a subsidiary or 
between subsidiary, or to the employment of a corporation (or a 
parent or subsidiary corporation of such corporation) issuing or 
assuming an option in a transaction to which section 424(a) of the 
Code applies.

     (b)  Except as otherwise determined by the Committee,
all Restricted Stock held by the Participant at the time
of the Status Change must be transferred to the Company (and, in the 
event the certificates representing such Restricted Stock are held 
by the Company, such Restricted Stock will be so transferred without 
any further action by the Participant) in accordance with Section 
6.3 above.

     (c)  Any payment or benefit under a Deferred Stock
Award, Performance Award, or Supplemental Grant to which the
Participant was not irrevocably entitled prior to the Status Change 
will be forfeited and the Award cancelled as of the date of such 
Status Change unless otherwise determined by the Committee.

     7.3.  Certain Corporate Transactions.

     In the event of a consolidation or merger in which
the Company is not the surviving corporation or which results
in the acquisition of substantially all the Company's outstanding 
Stock by a single person or entity or by a group of persons and/or 
entities acting in concert, or in the event of the sale or transfer 
of substantially all the Company's assets or a dissolution or 
liquidation of the Company (a "covered transaction"), all 
outstanding Awards (except as provided below) will terminate as of 
the effective date of the covered transaction; provided, however, 
that:

     (a)  all outstanding Options shall become exercisable
immediately prior to such covered transaction;

     (b)  the Committee may in its sole discretion, prior to
the effective date of such covered transaction, (i) make each
outstanding Stock Appreciation Right exercisable in full, (ii) remove
the restrictions from each outstanding share of Restricted
Stock, (iii) cause the Company to make any payment and provide any benefit
under each outstanding Deferred Stock Award, Performance Award and 
Supplemental Grant which would have been made or provided with 
the passage of time had such covered transaction not occurred 
and the Participant not suffered a Status Change (or died), 
and (iv) forgive all or any portion of the principal of or 
interest on a Loan; and

     (c)  the Committee may arrange, subject to consummation of such covered
transaction, for the assumption of any or all Awards by the surviving
or acquiring corporation or an affiliate thereof or for the grant of 
replacement awards for any or all Awards which, in the 
judgment of the Committee, are substantially equivalent and 
which in the case of incentive options shall satisfy the 
requirements of section 424(a) of the Code.

8.  GENERAL PROVISIONS

     8.1.  Documentation of Awards.

     Awards will be evidenced by such written instruments,
if any, as may be prescribed by the Committee from time to
time.  Such instruments may be in the form of agreements to be
executed by both the Participant and the Company, or certificates, 
letters or similar instruments, which need not be executed by the 
Participant but acceptance of which will evidence agreement to the 
terms thereof.

     8.2.  Rights as a Stockholder, Dividend Equivalents.

     Except as specifically provided by the Plan, the receipt
of an Award will not give a Participant rights as a stockholder;
the participant will obtain such rights, subject to any
limitations imposed by the Plan or the instrument evidencing the 
Award, upon actual receipt of Stock.  However, the Committee may, on 
such conditions as it deems appropriate, provide that a Participant 
will receive a benefit in lieu of cash dividends that would have 
been payable on any or all Stock subject to the Participant's Award 
had such Stock been outstanding.  Without limitation, the Committee 
may provide for payment to the Participant of amounts representing 
such dividends, either currently or in the future, or for the 
investment of such amounts on behalf of the Participant.

     8.3.  Conditions on Delivery of Stock.

     The Company will not be obligated to deliver any shares
of Stock pursuant to the Plan or to remove restriction
from shares previously delivered under the Plan (a) until all 
conditions of the Award have been satisfied or removed, (b) until, 
in the opinion of the Company's counsel, all applicable federal and 
state laws and regulation have been complied with, (c) if the 
outstanding Stock is at the time listed on any stock exchange, until 
the shares to be delivered have been listed or authorized to be 
listed on such exchange upon official notice of notice of issuance, 
and (d) until all other legal matters in connection with the 
issuance and delivery of such shares have been approved by the 
Company's counsel.  If the sale of Stock has not been registered 
under the Securities Act of 1933, as amended, the Company may 
require, as a condition to exercise of the Award, such 
representations or agreements as counsel for the Company may 
consider appropriate to avoid violation of such Act and may require 
that the certificates evidencing such Stock bear an appropriate 
legend restricting transfer.

     If an Award is exercised by the Participant's legal
representative, the Company will be under no obligation to
deliver Stock pursuant to such exercise until the Company is 
satisfied as to the authority of such representative.

     8.4.  Tax Withholding.

     The Company will withhold from any cash payment made
pursuant to an Award an amount sufficient to satisfy all
federal, state and local withholding tax requirements (the 
"withholding requirements").

     In the case of an Award pursuant to which Stock may be
delivered, the Committee will have the right to require that
the Participant or other appropriate person remit to the Company an 
amount sufficient to satisfy the withholding requirements, or make 
other arrangements satisfactory to the Committee with regard to such 
requirements, prior to the delivery of any Stock.  If and to the 
extent that such withholding is required, the Committee may permit 
the Participant or such other person to elect at such time and in 
such manner as the Committee provides to have the Company hold back 
from the shares to be delivered, or to deliver to the Company, Stock 
having a value calculated to satisfy the withholding requirement.

     If at the time an ISO is exercised the Committee
determines that the Company could be liable for withholding
requirements with respect to a disposition of the Stock received
upon exercise, the Committee may require as a condition of
exercise that the person exercising the ISO agree (a) to inform the 
Company promptly of any disposition (within the meaning of section 
424(c) of the Code) of Stock received upon exercise, and (b) to give 
such security as the Committee deems adequate to meet the potential 
liability of the Company for the withholding requirements and to 
augment such security from time to time in any amount reasonably 
deemed necessary by the Committee to preserve the adequacy of such 
security.


     8.5.  Nontransferability of Awards.

     No Award (other than an Award in the form of an outright
transfer of cash or Unrestricted Stock) may be transferred
other than by will or by the laws of descent and distribution, and 
during an employee's lifetime an Award requiring exercise may be 
exercised only by the Participant (or in the event of the 
Participant's incapacity, the person or persons legally appointed to 
act on the Participant's behalf).

     8.6.  Adjustments in the Event of Certain Transactions.

     (a)  In the event of a stock dividend, stock split
or combination of shares, recapitalization or other change in
the Company's capitalization, or other distribution to common 
stockholders other than normal cash dividends, after the effective 
date of the Plan, the Committee will make any appropriate 
adjustments to the maximum number of shares that may be delivered 
under the Plan under Section 4 above.

     (b)  In any event referred to in paragraph (a), the
Committee will also make any appropriate adjustments to the
number and kind of shares of stock or securities subject to Awards 
then outstanding or subsequently granted, any exercise prices 
relating to Awards and any other provision of Awards affected by 
such change.  The Committee may also make such adjustments to take 
into account material changes in law or in accounting practices or 
principles, mergers, consolidations, acquisitions, dispositions or 
similar corporate transactions, or any other event, if it is 
determined by the Committee that adjustments are appropriate to 
avoid distortion in the operation of the Plan.

     8.7.  Employment Rights, Etc.

     Neither the adoption of the Plan nor the grant of Awards
will confer upon any person any right to continued retention
by the Company or any subsidiary as an Employee or
otherwise, or affect in any way the right of the Company or 
subsidiary to terminate an employment, service or similar 
relationship at any time.  Except as specifically provided by the 
Committee in any particular case, the loss of existing or potential 
profit in Awards granted under the Plan will not constitute an 
element of damages in the event of termination of an employment, 
service or similar relationship even if the termination is in 
violation of an obligation of the Company to the Participant.
 
     8.8.  Deferral of Payments.

     The Committee may agree at any time, upon request of the Participant,
to defer the date on which any payment under an Award will be made.

     8.9. Past Services as Consideration.

     Where a Participant purchases Stock under an Award
for a price equal to the par value of the Stock the Committee
may determine that such price has been satisfied by past services 
rendered by the Participant.


9.  EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
 
     Neither adoption of the Plan nor the grant of Awards
to a Participant will affect the Company's right to grant to
such Participant awards that are not subject to the Plan, to issue 
to such Participant Stock as a bonus or otherwise, or to adopt other 
plans or arrangements under which Stock be issued to Employees.

     The Board may at any time or times amend the Plan
or any outstanding Award for any purpose which may at the time
be permitted by law, or may at any time terminate the Plan as to any 
further grants of Awards, provided that (except to the extent 
expressly required or permitted by the Plan) no such amendment will, 
without the approval of the stockholders of the Company, effectuate 
a change for which stockholder approval is required in order for the 
Plan to continue to qualify for the award of ISOs under section 422 
of the Code and to continue to qualify under Rule 16b-3 promulgated 
under Section 16 of the 1934 Act.