Exhibit 10.3

                                  CLAIRE'S INC.
                              AMENDED AND RESTATED
                              STOCK INCENTIVE PLAN

Section 1.        Purpose

      The Plan authorizes the Committee to provide employees or directors of the
Company or its Affiliates,  who are in a position to contribute to the long-term
success of the  Company  or its  Affiliates,  with  Shares or Options to acquire
Shares in the Company.  The Company  believes that this  incentive  program will
cause those individuals to increase their interest in the welfare of the Company
and its Affiliates, and aid in attracting,  retaining and motivating individuals
of outstanding ability.

Section 2.        Definitions

      Capitalized  terms used herein  shall have the  meanings set forth in this
Section.

      (a)   "Affiliate" of any specified Person means any other Person,  whether
            now or hereafter  existing,  directly or indirectly  controlling  or
            controlled by, or under direct or indirect common control with, such
            specified Person.  For purposes hereof,  "control" or any other form
            thereof,  when used with  respect to any Person,  means the power to
            direct the  management  and  policies  of such  Person,  directly or
            indirectly,  whether through the ownership of voting securities,  by
            contract or otherwise;  and the terms "controlling" and "controlled"
            shall have meanings correlative to the foregoing.

      (b)   "Claire's  Investor"  shall mean any of Apollo  Investment  Fund VI,
            L.P., Apollo Investors Claire's A LLC, and Apollo Investors Claire's
            B LLC, and each of their successors or assigns.

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

      (d)   "Cause"  shall have the meaning  ascribed  thereto in any  effective
            employment  agreement  between  the  Company or  Affiliates  and the
            Grantee, or if no employment  agreement is in effect that contains a
            definition  of  cause,  then  Cause  shall  mean  a  finding  by the
            Committee  that the  Grantee  has (i)  committed a felony or a crime
            involving  moral   turpitude,   (ii)  committed  any  act  of  gross
            negligence  or  fraud,   (iii)  failed,   refused  or  neglected  to
            substantially perform his duties (other than by reason of a physical
            or mental  impairment) or to implement the reasonable  directives of
            the Company  (which,  if curable,  is not cured within 30 days after
            notice  thereof to the Grantee by the  Committee),  (iv)  materially
            violated any policy of the Company (which, if curable,  is not cured
            within  30  days  after  notice   thereof  to  the  Grantee  by  the
            Committee),  or (v) engaged in conduct that is materially  injurious
            to the Company, monetarily or otherwise.

      (e)   "Committee"  shall  mean the  committee  appointed  by the  Board to
            administer the


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<PAGE>

            Plan, or if no such committee is appointed, the Board.

      (f)   "Company"  shall mean Claire's Inc., a corporation  organized  under
            the laws of the State of Delaware.

      (g)   "Disability"   shall  have  the  meaning  ascribed  thereto  in  any
            effective employment agreement between the Company or its Affiliates
            and the  Grantee,  or if no  employment  agreement is in effect that
            contains a definition of disability,  then Disability shall mean any
            physical  or mental  incapacitation  which  results  in a  Grantee's
            inability to perform his duties and responsibilities  hereunder,  as
            determined by the Committee in its good faith judgment, for a period
            of 180 consecutive days.

      (h)   "Employee"  shall mean any individual that is providing  services to
            the Company or any of its Affiliates as an employee or director.

      (i)   "Grant Letter" shall mean a letter,  certificate or other  agreement
            accepted by the Grantee, evidencing the grant of an Option hereunder
            and containing such terms and conditions,  not inconsistent with the
            express provisions of the Plan, as the Committee shall approve.

      (j)   "Grantee" shall mean an Employee granted an Option under the Plan.

      (k)   "ISO"  shall  mean any  Option or  portion  thereof  that  meets the
            requirements  of an incentive  stock option under Section 422 of the
            Internal  Revenue  Code  of  1986,  and  that is  designated  by the
            Committee to be an ISO.

      (l)   "Nonqualified  Option" shall mean any Option or portion thereof that
            is not an ISO.

      (m)   "Options"  shall  refer to options  issued  under and subject to the
            Plan.

      (n)   "Person" means any  individual,  corporation,  partnership,  limited
            liability  company,  joint  venture,  association,  business  trust,
            joint-stock company,  estate,  trust,  unincorporated  organization,
            government or other agency or political  subdivision  thereof or any
            other legal or commercial entity.

      (o)   "Plan" shall mean this Stock  Incentive Plan as set forth herein and
            as amended from time to time.

      (p)   "Qualified  IPO" means a sale by the Company of Shares in an initial
            underwritten (firm commitment) public offering  registered under the
            Securities  Act of 1933,  with gross  proceeds to the Company of not
            less than $300 million,  resulting in the listing of the Shares on a
            nationally  recognized stock exchange,  including without limitation
            the Nasdaq Stock Market.


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<PAGE>

      (q)   "Share" shall mean a share of common stock of the Company, or of any
            class of  security,  if any,  into  which such  common  stock may be
            converted or for which such common stock may be exchanged.

      (r)   "Specified Conduct" means a Grantee's (i) unauthorized disclosure of
            confidential  information relating to the Company or its Affiliates,
            (ii)  engaging,  directly or  indirectly,  as an employee,  partner,
            consultant,  director,  stockholder,  owner,  or agent in any retail
            business  that  derives  20% or more of its  business  from sales of
            jewelry, accessories and/or cosmetics targeted to girls and women (a
            "Competing  Business"),  (iii)  inducing or attempting to induce any
            customer,  vendor, supplier,  licensor or other Person in a business
            relationship  with the Company or any  Affiliate,  for or with which
            the Grantee or employees working under the Grantee's supervision had
            any  direct  or  indirect   responsibility  or  contact  during  the
            Grantee's  employment with the Company or its Affiliates,  (A) to do
            business  with a  Competing  Business  or (B)  to  cease,  restrict,
            terminate  or  otherwise  reduce  business  with the  Company or its
            Affiliates  for the benefit of a Competing  Business,  regardless of
            whether the Grantee initiates contact,  or (iv) hiring,  directly or
            indirectly, any individual who was an employee of the Company or its
            Affiliates  within  the six month  period  prior to  termination  of
            Grantee's  employment,  or  soliciting  or  inducing,   directly  or
            indirectly,  any such  individual to terminate his or her employment
            with the Company or its Affiliates.

Section 3.        Shares Available under the Plan

      Subject to the  provisions  of Section 7, the total  number of Shares that
may be issued under the Plan shall not exceed 6,860,000.  If, prior to exercise,
any awards are forfeited,  lapse or terminate for any reason without issuance of
Shares,  the Shares  covered  thereby may again be available  for Option  grants
under the Plan.

Section 4.        Administration of the Plan

      (a)  Authority of the  Committee.  The Plan shall be  administered  by the
Committee.  The  Committee  shall  have  full and  final  authority  to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:

            (i) to  select  the  Employees  to whom  Options  or  Shares  may be
      granted;

            (ii) to  determine  the  number of Shares  awarded  or subject to an
      Option;

            (iii) to determine the terms and  conditions of any Shares or Option
      granted  under  the  Plan,  including  the  purchase  or  exercise  price,
      conditions relating to exercise, and termination of the right to exercise;

            (iv)  to  determine  whether  any  Option  shall  be  an  ISO  or  a
      Nonqualified Option;

            (v) to  determine  the  restrictions  or  conditions  related to the
      delivery, holding and


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<PAGE>

      disposition of Shares;

            (vi) to prescribe the form of each Grant Letter;

            (vii) to adopt,  amend,  suspend,  waive and rescind  such rules and
      regulations and appoint such agents as the Committee may deem necessary or
      advisable to administer the Plan;

            (viii) to correct any defect or supply any omission or reconcile any
      inconsistency  in the Plan and to construe and  interpret the Plan and any
      Option or award of Shares, or Grant Letter or other instrument  hereunder;
      and

            (ix)  to make  all  other  decisions  and  determinations  as may be
      required  under  the  terms  of the  Plan  or as the  Committee  may  deem
      necessary or advisable for the administration of the Plan.

      (b) Manner of Exercise of Committee Authority. Any action of the Committee
with respect to the Plan shall be final,  conclusive and binding on all Persons,
including the Company,  its  Affiliates,  Grantees,  or any Person  claiming any
rights  under the Plan from or  through  any  Grantee,  except to the extent the
Committee may subsequently  modify,  or take further action not consistent with,
its prior action.  If not specified in the Plan, the time at which the Committee
must or may make any determination shall be determined by the Committee, and any
such  determination  may  thereafter be modified by the  Committee.  The express
grant of any specific  power to the  Committee,  and the taking of any action by
the Committee,  shall not be construed as limiting any power or authority of the
Committee.  The Committee may delegate to officers or managers of the Company or
any  Affiliate  of the  Company  the  authority,  subject  to such  terms as the
Committee  shall  determine,  to perform  such  functions as the  Committee  may
determine, to the extent permitted under applicable law.

      (c)  Limitation  of  Liability.  Each  member  of the  Committee  shall be
entitled  to, in good  faith,  rely or act upon any report or other  information
furnished  to him by any officer or other  employee of the Company or any of its
Affiliates,  the  Company's  independent  certified  public  accountants  or any
executive compensation consultant,  legal counsel or other professional retained
by the  Company  to assist in the  administration  of the Plan.  To the  fullest
extent permitted by applicable law, no member of the Committee,  nor any officer
or  employee  of the  Company  acting  on  behalf  of the  Committee,  shall  be
personally liable for any action,  determination or interpretation taken or made
in good faith with respect to the Plan, and all members of the Committee and any
officer or  employee of the Company  acting on its behalf  shall,  to the extent
permitted by law, be fully indemnified and protected by the Company with respect
to any such action, determination or interpretation.

Section 5.        Option Termination.

      Unless  otherwise  determined  by the  Committee  and set forth in a Grant
Letter, Options shall terminate on the earliest of:


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<PAGE>

            (a) the 91st day  following  the date the  Grantee  ceases  to be an
      Employee for any reason  (except if such  cessation is on account of death
      or Disability, the 181st day following such cessation); provided, however,
      that (i) in all cases the portion of any Option that did not vest prior to
      or upon the date of  termination  of  employment  or  engagement  with the
      Company or its Affiliates for any reason shall terminate  immediately upon
      such  termination,  and (ii) if such  termination is for Cause, the vested
      portion shall terminate as well;

            (b) the seventh anniversary of the date of grant as set forth in the
      Grant Letter; and

            (c) cancellation,  termination or expiration of the Options pursuant
      to action taken by the Committee in accordance with Section 7.

Section 6.        Exercise of Options

      (a) Only the vested  portion of any  Option  may be  exercised.  A Grantee
shall  exercise an Option by delivery of written  notice to the Company  setting
forth the number of Shares with respect to which the Option is to be  exercised,
together with cash, a certified  check or bank draft payable to the order of the
Company,  in amount equal to the sum of the  exercise  price for such Shares and
any  withholding tax obligation  arising in connection  with such exercise.  The
Committee may, in its sole discretion,  permit other forms of payment, including
notes or  other  contractual  obligations  of a  Grantee  to make  payment  on a
deferred basis.

      (b) Before the  Company  issues  any Shares to a Grantee  pursuant  to the
exercise  of an Option,  the  Company  shall have the right to require  that the
Grantee  make  such  provision,  or  furnish  the  Company  such  authorization,
necessary  or  desirable  so that the Company may satisfy its  obligation  under
applicable  tax laws to withhold  for income or other taxes due upon or incident
to such exercise. The Committee, may, in its discretion, permit such withholding
obligation  to be  satisfied  through  the  withholding  of  Shares  that  would
otherwise be delivered upon exercise of the Option.

      (c) As a  condition  to the grant of an Option or  delivery  of any Shares
upon exercise of an Option, the Company shall have the right to require that the
Grantee become party to any stockholders agreement then in effect.

Section 7.        Adjustment Upon Changes in Capitalization

      In  the  event   any   recapitalization,   forward   or   reverse   split,
reorganization,   merger,  consolidation,   spin-off,  combination,  repurchase,
exchange or issuance of Shares or other securities,  any stock dividend or other
special and nonrecurring  dividend or distribution (whether in the form of cash,
securities  or other  property),  liquidation,  dissolution,  or  other  similar
transactions or events,  affects the Shares,  then the Committee shall make such
equitable  adjustment as it determines in its discretion is appropriate in order
to prevent  dilution or  enlargement  of the rights of Grantees  under the Plan,
including adjustment in (i) the number and kind of Shares deemed to be available
thereafter  for grants of Options or Shares under Section 3, (ii) the number and
kind of Shares that may be delivered or deliverable in respect of outstanding


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<PAGE>

Options, and (iii) the exercise price. In addition,  the Committee is authorized
to make  such  adjustments  as it  shall in its sole  discretion  determine  are
appropriate  in the terms and  conditions  of,  and the  criteria  included  in,
Options and Shares (including,  without  limitation,  cancellation of Options in
exchange for the  in-the-money  value,  if any, of the vested  portion  thereof,
cancellation of unvested and/or  out-of-the-money  Options for no consideration,
substitution  of  Options  using  securities  of a  successor  or other  entity,
acceleration  of the time that Options  expire,  or  adjustment  of  performance
targets or the manner in which they are calculated) in recognition of unusual or
nonrecurring events (including,  without  limitation,  an event described in the
preceding sentence)  affecting the Company,  the Claire's Investors or any other
Affiliate  of the  Company  or the  financial  statements  of the  Company,  the
Claire's Investors or any Affiliate of the Company, or in response to changes in
applicable laws, regulations or accounting principles.

Section 8.        Restrictions/Rights on Shares.

      (a)  Restrictions  on  Issuing  Shares.  No  Shares  shall  be  issued  or
transferred to an Employee under the Plan unless and until all applicable  legal
requirements  have been complied with to the satisfaction of the Committee.  The
Committee  shall have the right to condition  the  acquisition  of Shares on the
Grantee's  undertaking  in  writing  to  comply  with such  restrictions  on any
subsequent  disposition  of the Shares issued or  transferred  thereunder as the
Committee  shall deem necessary or advisable as a result of any applicable  law,
regulation, official interpretation thereof, or any underwriting agreement.

      (b) ISO Notice.  A Grantee shall notify the Company of any  disposition of
Shares  acquired upon exercise of an ISO if such  disposition  occurs within one
year of the date of such  exercise  or within  two years of the date of grant of
such ISO.  The  Company  may impose  such  procedures  as it  determines  may be
necessary to ensure that such notification is made.

      (c) Transfer Restrictions.  Except for transfers made pursuant to Sections
8(d), (e) or (f) below,  Shares issued to a Grantee pursuant to the Plan may not
be sold, pledged, encumbered or otherwise transferred, other than by the laws of
decent and  distribution  (but such Shares shall in any event remain  subject to
the terms of the Plan and Grant Certificate).

      (d) Repurchase Right.  Unless otherwise  determined in a Grant Letter, the
Company shall have the right (but not the  obligation)  to repurchase any or all
of the Shares acquired upon exercise of the Options upon a Grantee's  ceasing to
be an Employee for any reason.  Such right shall be  exercisable  by the Company
during the one year period  following the later of the date of such cessation or
the date the Option is exercised.  The price per Share to be paid by the Company
should it choose to exercise  its  repurchase  right shall equal the fair market
value per share, as determined by the Board in good faith; provided, however, if
the Shares are to be repurchased following a termination for Cause, or if, prior
to such repurchase the Grantee engages in Specified Conduct,  then the price per
Share to be paid by the Company shall not exceed the price per Share paid by the
Grantee,  less any  distributions  paid in respect of such Share.  The price per
Share to be paid by the  Company  should it choose to  exercise  its  repurchase
right shall be paid in cash or by plain check against  delivery of  certificates
representing the repurchased Shares; provided that, if such payment would result
in a default or


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<PAGE>

breach  on the part of the  Company  or any  subsidiary  under any loan or other
agreement,  then payment shall be deferred  until the first business day that it
may occur  without any such default or breach  existing or  resulting  (and such
deferral  shall be credited  with a market rate of interest as determined by the
Committee),  provided,  further that if such  payment  cannot be made within two
years of the date of such  repurchase,  the  Grantee  may elect to  cancel  such
repurchase  and  receive a return of the  repurchased  Shares.  The  Company may
offset  against the  payment of the  repurchase  price any  amounts  owed by the
Grantee to the  Company or any  Affiliate  of the  Company.  Should the  Company
choose not to exercise its repurchase  right, or is otherwise  prohibited by law
or contract from doing so, any Claire's  Investor or its controlling  Affiliates
may exercise such right as if it were the Company.

      (e) Drag-Along Right. If one or more Claire's  Investors notifies a holder
of  Shares  issued  under  the  Plan  that it or  they  desires  to sell  Shares
representing  at least a majority of the  outstanding  Shares of the Company and
specifies the terms and conditions of such proposed  transfer,  then such holder
shall take all  necessary  and desirable  actions  reasonably  requested by such
Claire's  Investors in connection with the consummation of such sale, and within
ten (10)  business  days of the receipt of such notice (or such longer period of
time as such  Claire's  Investors  shall  designate  in such notice) such holder
shall  cause a pro  rata  number  of his  Shares  to be  sold to the  designated
purchaser on the same terms and conditions for the same per share  consideration
and at the same time as the Shares  being sold by such  Claire's  Investors.  In
furtherance,  and not in limitation, of the foregoing, in connection with such a
sale, such holder will, (i) consent to and raise no objections  against the sale
or the process  pursuant to which it was  arranged,  (ii) waive any  dissenter's
rights and other similar rights and (iii) execute all documents  containing such
terms and conditions as those executed by such Claire's Investors as directed by
such Claire's Investors.

      (f) Tag-Along  Right.  If one or more Claire's  Investors  desires to sell
Shares representing at least a majority of the outstanding Shares of the Company
(disregarding  any sale to Affiliates of such  Claire's  Investor),  the Company
shall  notify a holder of Shares in  writing.  After  such  notice,  a holder of
Shares issued under the Plan may, but is not  obligated  to, by written  notice,
request that such Claire's Investor cause such designated  purchaser to purchase
on the same terms and conditions as are  applicable to such Claire's  Investor's
Shares,  the number of such holder's Shares to be sold, which as a percentage of
such Holder's Shares shall not exceed the percentage of such Claire's Investor's
Shares to be sold.  The  Company  shall cause such  Claire's  Investor to agree,
within ten (10)  business  days of the  receipt of such  notice (or such  longer
period of time as such  Claire's  Investor  shall  designate  in such notice) to
cause such holder's  Shares to be purchased by the  designated  purchaser on the
same terms and conditions for the same per share  consideration  and at the same
time as the sale of the Claire's  Investor's Shares. In furtherance,  and not in
limitation,  of the foregoing, in connection with such a sale, such holder will,
(i) consent to and raise no objections  against the sale or the process pursuant
to which it was arranged,  (ii) waive any  dissenter's  rights and other similar
rights and (iii) execute all documents  containing  such terms and conditions as
those executed by such Claire's Investor as directed by such Claire's Investor.

      (g) Voting. Each holder of Shares issued under the Plan shall be deemed to
have  irrevocably  appointed  Apollo  Management  VI,  L.P. on behalf of certain
affiliated co-investment


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<PAGE>

partnerships  (with  full power of  substitution),  as such  holder's  proxy and
attorney-in-fact  (in such  capacity,  the "Proxy  Holder")  to vote and give or
withhold  consent,  with respect to all Shares held by such  stockholder  at any
time,  for all  matters  subject to the vote of such holder from time to time in
such  manner  as the  Proxy  Holder  shall  determine  in its sole and  absolute
discretion, whether at any meeting (whether annual or special and whether or not
an adjourned meeting) of the Company or by written consent or otherwise,  giving
and  granting  to the Proxy  Holder  all powers  such  holder  would  possess if
personally present and hereby ratifying and confirming all that the Proxy Holder
shall lawfully do or cause to be done by virtue  hereof.  The Proxy Holder shall
not have any  liability  to any holder of Shares as a result of any action taken
or failure to take action  pursuant to the foregoing proxy except for any action
or failure to take  action not taken or omitted in good faith or which  involves
intentional  misconduct or a knowing  violation of  applicable  law. The Company
acknowledges  the validity of the  foregoing  irrevocable  proxy,  and agrees to
recognize  the Proxy Holder as the sole  attorney and proxy for each such holder
of Shares at all times.

      (g) Qualified  IPO. The rights and  restrictions  contained in subsections
(d), (e) and (f) above shall lapse upon a Qualified IPO, and the restrictions in
paragraph (c) shall lapse on the first anniversary of a Qualified IPO; provided,
however,  that unless otherwise determined by the Committee,  each Grantee shall
enter into such  standstill  agreements  and related  agreements as the managing
underwriters of such Qualified IPO may request.

      (h) Certificates for Shares. Shares issued under the Plan may be evidenced
in such manner as the Committee shall  determine.  If certificates  representing
Shares are registered in the name of a Grantee,  such  certificates  may bear an
appropriate  legend  referring  to  the  terms,  conditions,   and  restrictions
applicable to such Shares, and the Company may retain physical possession of the
certificates,  in which case the Grantee  shall be required to have  delivered a
power of transfer to the Company, endorsed in blank, relating to the Shares.

      (i) Third Party  Beneficiaries  Rights.  The Claire's  Investors and their
Affiliates shall be third party beneficiaries under subsections (d) and (e), and
Apollo  Management VI, L.P. shall be a third party  beneficiary under subsection
(g), and they each shall be entitled to enforce  their rights  thereunder  as to
any Grantee.

Section 9.        General Provisions

      (a) Grant Letter.  Each award under the Plan shall be evidenced by a Grant
Letter.  The terms and  provisions of such Grant Letters may vary among Grantees
and among different awards granted to the same Grantee.

      (b) No Right to  Employment.  The grant of an award  under the Plan in any
year shall not give the Grantee any right to similar grants in future years, any
right to continue such Grantee's employment relationship with the Company or its
Affiliates,  or, with respect to an Option,  until the Option is  exercised  and
Shares are issued,  any rights as a  stockholder  of the  Company.  All Grantees
shall remain  subject to discharge to the same extent as if the Plan were not in
effect. For purposes of the Plan, a Grantee shall cease to be an Employee upon a
sale of any  subsidiary  of the Company that  employs or engages  such  Grantee,
unless the Grantee shall


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<PAGE>

otherwise  continue to provide services to the Company or another  subsidiary of
the Company as an employee or director.

      (c) No Funding.  No Grantee,  and no beneficiary or other Persons claiming
under or through the Grantee,  shall have any right, title or interest by reason
of any  award  under  the  Plan  to any  particular  assets  of the  Company  or
Affiliates of the Company,  or any Shares allocated or reserved for the purposes
of the Plan or subject to any Option  except as set forth  herein.  The  Company
shall not be required to  establish  any fund or make any other  segregation  of
assets to assure satisfaction of the Company's obligations under the Plan.

      (d) No Transfers. No Option may be sold, transferred, assigned, pledged or
otherwise  encumbered,  except by will or the laws of descent and  distribution,
and an Option shall be  exercisable  during the  Grantee's  lifetime only by the
Grantee.  Upon a  Grantee's  death,  the  estate  or other  beneficiary  of such
deceased  Grantee  shall be subject to all the terms and  conditions of the Plan
and Grant Letter,  including the provisions  relating to the  termination of the
right to exercise an Option.

      (e)  Governing  Law;  Jurisdiction.  The  Plan  shall be  governed  by and
construed in accordance  with the laws of the State of Illinois,  without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdiction) that would cause the application of
the laws of any  jurisdiction  other than the State of  Illinois,  except to the
extent  that the  Delaware  General  Corporation  Law applies as a result of the
Company being incorporated in the State of Delaware,  in which case the Delaware
General Corporation Law shall apply. Each Grantee, and each beneficiary or other
Person claiming under or through the Grantee by accepting the grant of an Option
consents to the  exclusive  jurisdiction  of any state or federal  court located
within the State of Illinois, agrees that all actions or proceedings relating to
the Plan shall be  litigated  in such  courts,  waives any  defense of forum non
conveniens,  and  agrees  to be bound by any final  and  nonappealable  judgment
rendered  thereby in  connection  with the Plan.  To the extent the Grantee is a
party to an employment  agreement with the Company or any of its Affiliates that
provides  for binding  arbitration  of  employment  disputes,  then any disputes
between the Company and such Grantee  arising under the Plan shall be arbitrated
in accordance with the procedures set forth in such employment agreement.

      (f) Currency. The Committee, in its discretion,  may permit payment of any
exercise  price or  purchase  price for Shares in any  currency  other than U.S.
dollars,  based on  prevailing  exchange  rates,  as  determined  by  procedures
established by the Committee.

Section 10.       Amendment or Termination

      In addition to its authority  elsewhere in the Plan, the Committee may, at
any time,  amend or terminate the Plan or any Grant Letter;  provided,  however,
that, no such action shall adversely  affect the rights of Grantees with respect
to Options or other  awards  previously  granted  hereunder  or under such Grant
Letter.


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