EXHIBIT 10.2
                               SPARTA FOODS, INC.

                     AMENDED AND RESTATED STOCK OPTION PLAN


                                   SECTION 1.

                                   DEFINITIONS

     As used  herein,  the  following  terms shall have the  meanings  indicated
below:

         (a) "Affiliates" shall mean a Parent or Subsidiary of the Company.

         (b) "Board" shall mean the Board of Directors of the Company.

         (c) "Committee"  shall mean a Committee of two or more  directors  who
         shall be appointed  by and serve at the  pleasure of the Board.  In the
         event the Company's securities are registered pursuant to Section 12 of
         the Securities Exchange Act of 1934, as amended, each of the members of
         the Committee shall be a  "disinterested"  person within the meaning of
         Rule  16b-3,  or any  successor  provision,  as then in effect,  of the
         General Rules and Regulations under the Securities Exchange Act of 1934
         as amended.  As of the  effective  date of the Plan, a  "disinterested"
         person  under Rule 16b-3  generally  means a person  who,  among  other
         things,  has not been,  at any time within one year prior to his or her
         appointment  to the  Committee  (or,  if  shorter,  during  the  period
         beginning  with  the  initial  registration  of  the  Company's  equity
         securities under Section 12 of the Securities  Exchange Act of 1934, as
         amended,  and ending with the director's  appointment to the Committee)
         and who  will not be,  while  serving  on such  Committee,  granted  or
         awarded  options under the Plan, or under any other plan of the Company
         or any of its Affiliates entitling participants to acquire stock, stock
         options,  stock  appreciation  rights or  similar  rights  that have an
         exercise  or  conversion  privilege  or a  value  derived  from  equity
         securities issued by the Company or its Affiliate, except to the extent
         permitted by Rule 16b-3, or any successor provision.

         (d) "Common Stock" shall mean common stock of the Company, par value 
         $0.01 per share.

         (e) The "Company" shall mean Sparta Foods, Inc., a Minnesota
         corporation.

         (f) "Fair Market Value" of the Common Stock as of any  applicable  date
         shall mean: (i) if such stock is reported in the national market system
         or is listed upon an  established  exchange or exchanges,  the reported
         closing price of such stock in such  national  market system or on such
         stock exchange or exchanges on the date the option is granted or, if no
         sale of such stock shall have  occurred on that date,  on the preceding
         day on which  there was a sale of stock;  (ii) if such  stock is not so
         reported in the national market system or listed upon an exchange,  the
         average of the closing "bid" and "asked"  prices quoted by a recognized
         specialist in the Common Stock of the Company on the date the option is
         granted,  or if there are no quoted  "bid" and  "asked"  prices on such
         date, on the preceding  date for which there are such quotes;  or (iii)
         if such  stock is not  publicly  traded  as of the date the  option  is
         granted,  the per  share  value  as  determined  by the  Board,  or the
         Committee,  in its sole discretion by applying  principles of valuation
         with respect to all such options.

         (g) The "Internal Revenue Code" is the Internal Revenue Code of 1986,
         as amended from time to time.

         (h) "Option  Agreement"  shall mean a written  stock  option  agreement
         evidencing an option granted under the Plan.

         (i) "Option  Stock" shall mean Common  Stock of the Company,  $0.01 par
         value (subject to adjustment as described in Section 13),  reserved for
         options pursuant to this Plan.


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         (j) "Outside Director" shall mean a member of the Board who is not an
         employee of the Company or any of its Affiliates.

         (k) "Parent"  shall  mean any  corporation  which  owns,  directly  or
         indirectly  in an unbroken  chain,  fifty  percent (50%) or more of the
         total voting power of the Company's outstanding stock.

         (l) The "Plan" means the Sparta Foods,  Inc. Amended and Restated Stock
         Option Plan, as amended hereafter from time to time, including the form
         of Option  Agreements as they may be modified by the Board from time to
         time.

         (m) A  "Subsidiary"  shall mean any  corporation of which fifty percent
         (50%) or more of the total voting power of outstanding  stock is owned,
         directly or indirectly in an unbroken chain, by the Company.


                                   SECTION 2.

                                     PURPOSE

     The  purpose of the Plan is to promote  the  success of the Company and its
Subsidiaries by facilitating the employment and retention of competent personnel
and by furnishing incentive to officers, directors,  employees,  consultants and
advisors upon whose efforts the success of the Company and its Subsidiaries will
depend to a large degree.

     It is the  intention  of the  Company  to carry  out the Plan  through  the
granting of stock options which will qualify as "incentive  stock options" under
the  provisions  of Section 422 of the Internal  Revenue  Code, or any successor
provision,  and through the granting of "non- qualified stock options"  pursuant
to  Sections  10 and 11 of this  Plan.  Adoption  of this  Plan  shall be and is
expressly  subject to the  condition  of  approval  by the  shareholders  of the
Company  within twelve (12) months after the  Amendment  Date. In no event shall
any stock options granted on or after the Amendment Date be exercisable prior to
the date the Plan is approved by the shareholders of the Company. If shareholder
approval  of the Plan is not  obtained  within  twelve  (12)  months  after  the
Amendment Date, any stock options previously granted shall be revoked.

                                   SECTION 3.

                             EFFECTIVE DATE OF PLAN

     The Plan is effective  as of January 11, 1996,  the date of its adoption by
the Board subject to approval by the shareholders of the Company.


                                   SECTION 4.

                                 ADMINISTRATION

     The Plan shall be  administered  by the Committee if one is in existence or
if not, by the Board. The Board or the Committee, as the case may be, shall have
all of the powers vested in it under the  provisions of the Plan,  including but
not limited to exclusive  authority (where applicable and within the limitations
described  herein) to determine,  in its sole  discretion,  whether an incentive
stock option or nonqualified  stock option shall be granted,  the individuals to
whom,  and the time or times at which,  options shall be granted,  the number of
shares  subject to each option and the option price and terms and  conditions of
each option. The Board, or the Committee, shall have full power and authority to
administer  and  interpret the Plan,  to make and amend rules,  regulations  and
guidelines for  administering  the Plan, to prescribe the form and conditions of
the  respective  stock  option  agreements  (which  may vary  from  optionee  to
optionee) evidencing each option and to make all other determinations  necessary
or advisable for the  administration of the Plan. The Board's or the Committee's
interpretation of the Plan and all

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actions taken and determinations  made by the Board or the Committee pursuant to
the power vested in it hereunder, shall be conclusive and binding on all parties
concerned.  No  member  of the Board or the  Committee  shall be liable  for any
action  taken  or  determination  made in good  faith  in  connection  with  the
administration of the Plan.

     In the event the Board  appoints a  Committee  as provided  hereunder,  any
action of the Committee with respect to the  administration of the Plan shall be
taken  pursuant to a majority vote of the  Committee  members or pursuant to the
written resolution of all Committee members.


                                   SECTION 5.

                                  PARTICIPANTS

     The Board or the Committee, as the case may be, shall from time to time, at
its  discretion  and  without  approval  of the  shareholders,  designate  those
employees,  directors, officers,  consultants, and advisors of the Company or of
any  Subsidiary to whom  nonqualified  stock options shall be granted under this
Plan; provided,  however,  that consultants or advisors shall not be eligible to
receive stock options  hereunder  unless such consultant or advisor renders bona
fide  services  to the  Company  or  Subsidiary  and  such  services  are not in
connection   with  the  offer  or  sale  of  securities  in  a  capital  raising
transaction; provided, further, that Outside Directors shall only be eligible to
receive  nonqualified  stock  options  pursuant  to Section  11;  and  provided,
further, no director,  other than an Outside Director or a director that is also
an employee of the Company, shall be eligible to be granted a stock option under
the Plan.  The Board or the Committee,  as the case may be, shall,  from time to
time, at its  discretion  and without  approval of the  shareholders,  designate
those employees of the Company or any Subsidiary to whom incentive stock options
shall be granted  under this Plan.  Except with  respect to  nonqualified  stock
options  granted to Outside  Directors  pursuant to Section 11, the Board or the
Committee may grant  additional  incentive stock options or  nonqualified  stock
options under this Plan to some or all participants  then holding options or may
grant  options  solely  or  partially  to  new   participants.   In  designating
participants,  the Board or the  Committee  shall also  determine  the number of
shares to be optioned to each such participant.  The Board may from time to time
designate individuals as being ineligible to participate in the Plan.


                                   SECTION 6.

                                      STOCK

     The Stock to be optioned  under this Plan shall consist of  authorized  but
unissued  shares of Option  Stock.  Nine Hundred  Thousand  (950,000)  shares of
Option  Stock  shall be  reserved  and  available  for  options  under the Plan;
provided,  however, that the total number of shares of Option Stock reserved for
options under this Plan shall be subject to adjustment as provided in Section 13
of the Plan.  In the event that any  outstanding  option  under the Plan for any
reason  expires or is terminated  prior to the exercise  thereof,  the shares of
Option Stock allocable to the unexercised  portion of such option shall continue
to be reserved for options under the Plan and may be optioned hereunder.


                                   SECTION 7.

                                DURATION OF PLAN

     Incentive  stock  options may be granted  pursuant to the Plan from time to
time  during a period of ten (10)  years from the  effective  date as defined in
Section 3 of the Plan. Nonqualified stock options may be granted pursuant to the
Plan from time to time after the  effective  date of the Plan and until the Plan
is discontinued or terminated by the Board.



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                                   SECTION 8.
          
                                     PAYMENT

     Optionees may pay for shares upon exercise of options  granted  pursuant to
this Plan with cash, certified check, Common Stock of the Company valued at such
stock's  then  Fair  Market  Value,  or such  other  form of  payment  as may be
authorized by the Board or the Committee. The Board or the Committee may, in its
sole  discretion,  limit the forms of payment  available to the optionee and may
exercise such discretion any time prior to the termination of the option granted
to the optionee or upon any exercise of the option by the optionee.

                                   SECTION 9.

                 TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

     Each incentive stock option granted pursuant to the Plan shall be evidenced
by an Option  Agreement.  The Option  Agreement  shall be in such form as may be
approved  from time to time by the Board or Committee and may vary from optionee
to optionee;  provided,  however,  that each inactive stock option granted under
this Plan and each related Option  Agreement shall comply with and be subject to
the following terms and conditions:

         (a) Number of Shares and Option Price. The Option Agreement shall state
         the total number of shares  covered by the incentive  stock option.  To
         the extent  required to qualify the option as an incentive stock option
         under  Section  422 of the  Internal  Revenue  Code,  or any  successor
         provision,  the  option  price  per  share  shall  not be less than one
         hundred percent (100%) of the Fair Market Value of the Common Stock per
         share  on the  date the  Board  or the  Committee,  as the case may be,
         grants the option;  provided,  however,  that if an optionee owns stock
         possessing  more than ten percent  (10%) of the total  combined  voting
         power of all  classes  of stock of the  Company or of its Parent or any
         Subsidiary,  the option  price per share of an  incentive  stock option
         granted to such optionee shall not be less than one hundred ten percent
         (110%) of the Fair  Market  Value of the Common  Stock per share on the
         date of the grant of the  option.  The Board or the  Committee,  as the
         case may be, shall have full authority and  discretion in  establishing
         the option price and shall be fully protected in so doing.

         (b) Term and  Exercisability of Incentive Stock Option. The term during
         which  any  incentive  stock  option  granted  under  the  Plan  may be
         exercised  shall  be  established  in  each  case by the  Board  or the
         Committee,  as the case may be. To the extent  required  to qualify the
         option as an incentive  stock option under  Section 422 of the Internal
         Revenue  Code,  or any  successor  provision,  in no  event  shall  any
         incentive  stock option be  exercisable  during a term of more than ten
         (10) years  after the date on which it is granted;  provided,  however,
         that if an optionee owns stock  possessing  more than ten percent (10%)
         of the  total  combined  voting  power of all  classes  of stock of the
         Company or of its Parent or any Subsidiary,  the incentive stock option
         granted to such optionee shall be exercisable during a term of not more
         than five (5) years after the date on which it is  granted.  The Option
         Agreement   shall  state  when  the  incentive   stock  option  becomes
         exercisable  and shall also state the  maximum  term  during  which the
         option may be  exercised.  In the event an  incentive  stock  option is
         exercisable  immediately,  the manner of  exercise of the option in the
         event it is not exercised in full immediately shall be specified in the
         Option Agreement.  The Board or the Committee,  as the case may be, may
         accelerate  the exercise  date of any  incentive  stock option  granted
         hereunder which is not immediately exercisable as of the date of grant.

         (c) Other  Provisions.  The  Option  Agreement  authorized  under  this
         Section  9 shall  contain  such  other  provisions  as the Board or the
         Committee,  as the case may be, shall deem  advisable.  Any such Option
         Agreement  shall contain such  limitations  and  restrictions  upon the
         exercise of the option as shall be necessary to ensure that such option
         will be considered  an  "incentive  stock option" as defined in Section
         422 of the Internal Revenue Code or to conform to any change therein.


                                   SECTION 10.

               TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS


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     Each  nonqualified  stock  option  granted  pursuant  to the Plan  shall be
evidenced by an Option Agreement.  The Option Agreement shall be in such form as
may be  approved  from time to time by the Board or the  Committee  and may vary
from optionee to optionee;  provided,  however,  that each  nonqualified  option
granted  under this Section 10 and each related  Option  Agreement  shall comply
with and be subject to the following terms and conditions:

         (a) Number of Shares and Option Price. The Option Agreement shall state
         the total number of shares  covered by the  nonqualified  stock option.
         Unless otherwise determined by the Board or the Committee,  as the case
         may be, the option price per share shall be one hundred  percent (100%)
         of the Fair Market  Value of the Common Stock per share on the date the
         Board or the Committee grants the option.

         (b) Term and  Exercisability  of  Nonqualified  Stock Option.  The term
         during which any  nonqualified  stock option granted under the Plan may
         be  exercised  shall be  established  in each  case by the Board or the
         Committee,  as the case may be. The Option  Agreement  shall state when
         the nonqualified stock option becomes  exercisable and shall also state
         the maximum term during which the option may be exercised. In the event
         a nonqualified stock option is exercisable  immediately,  the manner of
         exercise  of the  option  in the  event  it is not  exercised  in  full
         immediately shall be specified in the stock option agreement. The Board
         or the Committee,  as the case may be, may accelerate the exercise date
         of  any  nonqualified  stock  option  granted  hereunder  which  is not
         immediately exercisable as of the date of grant.

         (c)  Withholding.  The Company or its  Subsidiary  shall be entitled to
         withhold  and deduct  from  future  wages of the  optionee  all legally
         required  amounts  necessary to satisfy any and all federal,  state and
         local  withholding  and  employment-related  taxes  attributable to the
         optionee's  exercise of a nonqualified  stock option.  In the event the
         optionee is required under the Option Agreement to pay the Company,  or
         make arrangements  satisfactory to the Company  respecting  payment of,
         such federal, state and local withholding and employment-related taxes,
         the Board or the Committee,  as the case may be, may, in its discretion
         and  pursuant  to such rules as it may adopt,  permit the  optionee  to
         satisfy such  obligation,  in whole or in part, by electing to have the
         Company  withhold  shares of Common  Stock  otherwise  issuable  to the
         optionee  as a result  of the  option's  exercise  equal to the  amount
         required  to be  withheld  for tax  purposes.  Any stock  elected to be
         withheld  shall be valued at its Fair  Market  Value as of the date the
         amount of tax to be withheld is determined  under  applicable  tax law.
         The optionee's  election to have shares withheld for this purpose shall
         be made on or before the date the option is exercised or, if later, the
         date  that  the  amount  of  tax to be  withheld  is  determined  under
         applicable  tax law. Such election shall also comply with such rules as
         may be adopted by the Board or the Committee to assure  compliance with
         Rule  16b-3,  or any  successor  provision,  as then in effect,  of the
         General  Rules and  Regulations  under the  Securities  Exchange Act of
         1934, if applicable.

         (d)  Other Provisions.  The Option Agreement authorized under this
         Section 10 shall contain such other provisions as the Board, or the 
         Committee, as the case may be, shall deem advisable.

                                   SECTION 11

                NONQUALIFIED STOCK OPTIONS FOR OUTSIDE DIRECTORS

         (a) Grant of  Nonqualified  Stock Options.  All grants of  nonqualified
         stock  options to  Outside  Directors  under  this  Section 11 shall be
         evidenced by an Option Agreement. The Option Agreement shall be in such
         form as may be approved from time to time by the Board or Committee and
         may vary  from  optionee  to  optionee;  provided,  however,  that each
         nonqualified  stock  option  issued  to an  Outside  Director  shall be
         automatic and nondiscretionary and shall be made strictly in accordance
         with the following provisions:

                  (1) Automatic  Grants.  No person shall have any discretion to
                  select  the  Outside  Directors  that  shall be  eligible  for
                  nonqualified  stock  options  or to  determine  the  number of
                  shares of Common  Stock to be  subject  to such  options,  the
                  option price per share or the date of grant.


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                  (2)  Initial  Grant.  Each  Outside  Director  who  becomes an
                  Outside  Director  on or after May 12, 1995 shall be granted a
                  nonqualified   stock  option  to  purchase   Fifteen  Thousand
                  (15,000) shares of Common Stock.

                  (3) Annual Grants.  Each Outside Director who is re-elected as
                  a director  of the  Company or whose term of office  continues
                  after a meeting of shareholders at which directors are elected
                  shall,  as of the  date of such  re-election  or  shareholders
                  meeting,  be granted a  nonqualified  stock option to purchase
                  Two  Thousand  (2,000)  shares of Common Stock so long as such
                  Outside  Director  continues to serve on the Board;  provided,
                  that an Outside  Director who  receives an option  pursuant to
                  paragraph (2) above shall not be entitled to receive an option
                  pursuant  to this  paragraph  (3) until at least  twelve  (12)
                  months after the grant of an option pursuant to paragraph (2);
                  and provided,  further, that no Outside Director shall receive
                  more than one option pursuant to this paragraph (3) in any one
                  fiscal year.

         (b) Option Price. The option price per share for all nonqualified stock
         options  granted  pursuant to Section  11(a) above shall be one hundred
         percent (100%) of the Fair Market Value of a share of Common Stock.

         (c)      Duration and Exercise of Options.

                  (1)Duration of Options.  Except as otherwise  provided in this
                     Plan, the period during which any nonqualified stock option
                     granted to Outside  Directors  under this Section 11 may be
                     exercised  shall be ten (10) years  after the date that the
                     option is granted.

                  (2) Exercisability of Nonqualified Stock Options.

                     a.   In no  event  shall  any  nonqualified  stock  options
                          granted to Outside  Directors be exercisable  prior to
                          the date  that  this  Section  11 is  approved  by the
                          shareholders of the Company.  If shareholder  approval
                          of the Plan is not obtained  within twelve (12) months
                          after  the  Amendment  Date,  any  nonqualified  stock
                          options  previously granted to Outside Directors shall
                          be revoked.

                     b.   All nonqualified stock options granted to Outside 
                          Directors pursuant to Section 11(a)(2) shall be
                          exercisable to the extent of 3,000 shares immediately
                          and to the extent of an additional 3,000 shares on
                          each of the first, second, third and fourth
                          anniversaries of the date of grant, subject to the
                          provisions of Section 11(c)(2)(a).  If the Outside 
                          Director does not purchase in any year the full number
                          of shares which the Outside Director is entitled
                          to purchase in that year, the Outside Director shall
                          be entitled to purchase in any subsequent year such
                          previously unpurchased shares, subject to the
                          expiration of such nonqualified stock option as
                          specified in Section 11(c)(1) above.

                     c.   All  nonqualified  stock  options  granted  to Outside
                          Directors   pursuant  to  Section  11(a)(3)  shall  be
                          immediately  exercisable  subject to the provisions of
                          Section 11(c)(2)(a).

         (d)      Payment of Option Price. Upon the exercise of any nonqualified
                  stock option granted to an Outside  Director  pursuant to this
                  Section 11, the purchase price for such shares of Common Stock
                  subject  to such  option  shall  be paid in cash or  certified
                  check,  by the  transfer  from  the  Outside  Director  to the
                  Company of previously  acquired shares of Common Stock, or any
                  combination  thereof. Any Common Stock so transferred shall be
                  valued at its fair market value.  For purposes of this Section
                  11(d),  "previously  acquired  shares of Common  Stock"  shall
                  include  shares of Common Stock that are already  owned by the
                  Outside Director at the time of exercise.

         (e)      Compliance  with Rule 16b-3.  All  nonqualified  stock options
                  granted to Outside  Directors  must comply with the applicable
                  provisions  of Rule 16b-3,  or its  successor,  of the General
                  Rules and Regulations of the Securities  Exchange Act of 1934,
                  as amended.

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         (f)      Termination of Status as a Director.  In the event that an
                  Outside Director's membership on the
                  Board terminates, the following provisions shall apply:

                  (1)If  the  Outside   Director's   membership   on  the  Board
                     terminates for any reason other than the Outside Director's
                     death or disability, the Outside Director shall be entitled
                     to exercise any nonqualified  stock options granted to such
                     Outside  Director  pursuant  to this  Section 11 which were
                     exercisable  at the  time of such  termination,  until  the
                     earlier of (i) the close of  business on the 90th day after
                     such termination,  and (ii) the expiration of the option as
                     provided in Section  11(c)(1) above. To the extent that the
                     Outside  Director  does not exercise such option within the
                     period  specified in this Section  11(g)(1),  all rights of
                     the Outside Director under such option shall be forfeited.

                  (2)If the Outside  Director dies or becomes disabled (i) while
                     a member of the  Board,  or (ii)  within  the 90 day period
                     following  the   termination  of  the  Outside   Director's
                     membership  on the Board as  provided  in Section  11(f)(1)
                     above,  any  nonqualified  stock  option  granted  to  such
                     Outside Director may be exercised by the Outside Director's
                     estate or any person who acquired the right to exercise any
                     nonqualified  stock option granted to such Outside Director
                     pursuant to this Section 11 by bequest or inheritance until
                     earlier  of the  expiration  of the option as  provided  in
                     Section  11(c)(1)  above or the close of business  one year
                     after the date of the Outside Director's death.


                                   SECTION 12

                               TRANSFER OF OPTION

     No incentive  stock option shall be  transferable,  in whole or in part, by
the optionee other than by will or by the laws of descent and distribution  and,
during the optionee's lifetime, the incentive stock option may be exercised only
by the  optionee.  If the optionee  shall  attempt any transfer of any incentive
stock  option  granted  under the Plan  during  the  optionee's  lifetime,  such
transfer shall be void and the incentive  stock option,  to the extent not fully
exercised, shall terminate.


                                   SECTION 13.

                    RECAPITALIZATION, SALE, MERGER, EXCHANGE
                                 OR LIQUIDATION

     In the event of an  increase  or decrease in the number of shares of Common
Stock resulting from a subdivision or  consolidation of shares or the payment of
a stock  dividend  or any other  increase or decrease in the number of shares of
Common Stock  effected  without  receipt of  consideration  by the Company,  the
number of shares of Option Stock  reserved under Section 6 hereof and the number
of shares of Option Stock covered by each  outstanding  option and the price per
share thereof shall be adjusted by the Board to reflect such change.  Additional
shares which may be credited pursuant to such adjustment shall be subject to the
same  restrictions  as are  applicable  to the shares with  respect to which the
adjustment relates.

     Unless otherwise provided in the Option Agreement, in the event of the sale
by  the  Company  of  substantially   all  of  its  assets  and  the  consequent
discontinuance  of its  business,  or in the event of a  merger,  consolidation,
exchange, reorganization,  reclassification, extraordinary dividend, divestiture
(including a spin-off) or liquidation of the Company  (collectively  referred to
as a  "transaction"),  the Board may, in connection with the Board's adoption of
the plan for such transaction, provide for one or more of the following: (i) the
equitable   acceleration  of  the  exercisability  of  any  outstanding  options
hereunder;  (ii) the  complete  termination  of this  Plan and  cancellation  of
outstanding  options not exercised prior to a date specified by the Board (which
date shall give  optionees a reasonable  period of time in which to exercise the
options  prior  to  the   effectiveness  of  such  transaction)  and  (iii)  the
continuance  of the Plan with  respect to the  exercise  of  options  which were
outstanding as of the date

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of  adoption  by the  Board of such plan for such  transaction  and  provide  to
optionees holding such options the right to exercise their respective options as
to an equivalent  number of shares of stock of the  corporation  succeeding  the
Company by reason of such  transaction.  The grant of an option  pursuant to the
Plan  shall  not  limit in any way the  right or  power of the  Company  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business  structure  or to  merge,  exchange  or  consolidate  or  to  dissolve,
liquidate, sell or transfer all or any part of its business or assets.


                                   SECTION 14.

                               INVESTMENT PURPOSE

     No shares of Common  Stock shall be issued  pursuant to the Plan unless and
until there has been compliance,  in the opinion of Company's counsel,  with all
applicable legal requirements,  including without limitation,  those relating to
securities laws and stock exchange listing  requirements.  As a condition to the
issuance of Option Stock to the optionee, the Board or the Committee may require
the optionee to (a) represent that the shares of Option Stock are being acquired
for  investment  and not resale and to make such  other  representations  as the
Board, or the Committee, as the case may be, shall deem necessary or appropriate
to qualify the issuance of the shares as exempt from the  Securities Act of 1933
and any other  applicable  securities  laws, and (b) represent that the optionee
shall not dispose of the shares of Option Stock in  violation of the  Securities
Act of 1933 or any other  applicable  securities  laws. The Company reserves the
right to place a legend on any stock  certificate  issued  upon  exercise  of an
option granted pursuant to the Plan to assure compliance with this Section 14.


                                   SECTION 15.

                             RIGHTS AS A SHAREHOLDER

     An optionee  (or the  optionee's  successor  or  successors)  shall have no
rights as a  shareholder  with respect to any shares  covered by an option until
the date of the  issuance of a stock  certificate  evidencing  such  shares.  No
adjustment shall be made for dividends  (ordinary or  extraordinary,  whether in
cash, securities or other property), distributions or other rights for which the
record  date is prior to the date such  stock  certificate  is  actually  issued
(except as otherwise provided in Section 13 of the Plan).


                                   SECTION 16.

                              AMENDMENT OF THE PLAN

     The Board may from time to time,  insofar as permitted  by law,  suspend or
discontinue  the Plan or revise or amend it in any respect;  provided,  however,
that no such revision or amendment, except as is authorized in Section 13, shall
impair the terms and  conditions of any option which is  outstanding on the date
of such revision or amendment to the material  detriment of the optionee without
the consent of the optionee.  Notwithstanding the foregoing, no such revision or
amendment shall (i) materially increase the number of shares subject to the Plan
except as provided  in Section 13 hereof,  (ii)  change the  designation  of the
class of  employees  eligible to receive  options,  (iii)  decrease the price at
which options may be granted,  or (iv) materially increase the benefits accruing
to optionees  under the Plan,  unless such  revision or amendment is approved by
the  shareholders  of the Company.  Furthermore,  the Plan may not,  without the
approval of the shareholders, be amended in any manner that will cause incentive
stock  options to fail to meet the  requirements  of Section 422 of the Internal
Revenue Code. In no event shall the Board or the Committee,  either  directly or
indirectly,  amend the provisions of Section 11 relating to  nonqualified  stock
options that are granted to Outside  Directors more  frequently  than once every
six (6) months,  unless such amendment is required to comply with changes in the
Employee Retirement Income Security Act of 1974, as amended, and the regulations
thereunder,  or with the  Internal  Revenue  Code of 1986,  and the  regulations
thereunder.


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<PAGE>



                                   SECTION 17.

                        NO OBLIGATION TO EXERCISE OPTION

     The granting of an option shall impose no  obligation  upon the optionee to
exercise such option.  Further,  the granting of an option  hereunder  shall not
impose upon the Company or any  Subsidiary any obligation to retain the optionee
in its employ for any period.


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