Amended as of
February 17, 1997


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 [          ], 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.