<PAGE>
                                                              As amended as of
                                                              October 30, 1997

                        CONCURRENT COMPUTER CORPORATION
                                  EXHIBIT 10
                        1991 RESTATED STOCK OPTION PLAN

SECTION  1.     Purpose.  The  purpose  of the Concurrent Computer Corporation
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1991  Restated  Stock  Option  Plan  is to advance the interests of Concurrent
Computer  Corporation  (the  "Company")  by  enabling  officers,  employees,
non-employee  directors  and  consultants of the Company and its Affiliates to
participate  in  the Company's future and to enable the Company to attract and
retain  such  persons  by  offering them proprietary interests in the Company.

SECTION  2.     Amendment  and  Restatement  of  Prior  Plans.  The Concurrent
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Computer  Corporation  1982 Stock Option Plan ("1982 Plan") and the Concurrent
Computer  Corporation 1984 Non-Qualified Common Stock Option Plan ("NSO Plan")
are  hereby  amended  and  restated  on  a  combined  basis  into  the  Plan.

SECTION  3.     Definitions. For purposes of the Plan, the following terms are
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defined  as  set  forth  below:

a.  "Affiliate"  means  a  corporation or other entity controlled directly, or
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indirectly  through  one or more intermediaries, by the Company and designated
by  the  Committee  as  such.

b.  "Award"  means  an  award  granted to a Participant in the form of a Stock
     -----
Appreciation  Right,  Stock Option, or Restricted Stock, or any combination of
the  foregoing.

c.  "Board"  means  the  Board  of  Directors  of  the  Company.
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d.  "Cause"  shall  have  the  meaning  set  forth  in  Section  10.
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e.  "Change  in  Control"  shall  have  the  meaning  set forth in Section 13.
     -------------------

f.  "Code"  means  the  Internal Revenue Code of 1986, as amended from time to
     ----
time,  and  any  successor  thereto.

g.  "Commission" means the Securities and Exchange Commission or any successor
     ----------
agency.

h.  "Committee"  means  the  Committee  referred  to  in  Section  6.
     ---------

i.  "Common  Stock"  means  common  stock,  $.01  per  share par value, of the
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Company.
    ---

j.  "Company"  means  Concurrent Computer Corporation, a Delaware corporation.
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k.  "Disability"  means  permanent  and  total  disability as determined under
     ----------
procedures  established  by  the  Committee  for  purposes  of  the  Plan.
    -

l.  "Disinterested  Person"  shall  mean a director who is not, during the one
     ---------------------
year prior to service as an administrator of the Plan, or during such service,
granted or awarded equity securities pursuant to the Plan or any other plan of
the Company or any of its affiliates, except as permitted by Rule 16b-3(c)(2),
as  promulgated  by  the Commission under the Exchange Act, or as such term is
defined  under  any  successor  rule  adopted  by  the  Commission.

m.  "Exchange  Act" means the Securities Exchange Act of 1934, as amended from
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time  to  time,  and  any  successor  thereto.

n.  "Fair  Market  Value" means the average, as of any given date, between the
     -------------------
highest  and  lowest  reported  closing  bid  and asked prices of the Stock on
NASDAQ  or  the closing sale price as of any given date if the Stock is listed
on  a  national  securities  exchange  or quoted on the NASDAQ National Market
System.  If  there  is  no  regular public trading market for such Stock under
circumstances  specified  above,  the  Fair Market Value of the Stock shall be
determined  by  the  Committee  in  good  faith.

o.  "Incentive  Stock  Option"  means  any  Stock  Option  intended  to be and
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designated as an "incentive stock Option" within the meaning of Section 422 of
the  Code.

p.  "Non-Qualified  Stock  Option"  means  any  Stock  Option  that  is not an
     ----------------------------
Incentive  Stock  Option.

q.  "Normal  Retirement"  means  retirement  from  active  employment with the
     ------------------
Company  or  an  Affiliate  at  or after age 65 or at such other age as may be
specified  by  the  Committee.

r.  "Participant"  means an employee or non-employee director or consultant of
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the Company or of an Affiliate to whom an Award has been granted which has not
terminated,  expired  or  been  fully  exercised.

s. "Plan" means the Concurrent Computer Corporation 1991 Restated Stock Option
    ----
Plan,  as  set  forth  herein  and  as  hereinafter amended from time to time.

t.  "Restricted Period" means the period of time, which may be a single period
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or  multiple  periods,  during which Restricted Stock awarded to a Participant
remains  subject  to  the restrictions imposed on such Stock, as determined by
the  Committee.

u.  "Restrictions" means the restrictions and conditions imposed on Restricted
     ------------
Stock  awarded to a Participant, as determined by the Committee, which must be
satisfied  in  order for the Restricted Stock to vest, in whole or in part, in
the  Participant.

v. "Restricted Stock" means an Award of Stock on which are imposed Restriction
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Period(s)  and Restrictions whereby the Participant's rights to full enjoyment
of  the  Stock  are  conditioned  upon  the  future performance of substantial
services  by any individual or are otherwise subject to a "substantial risk of
forfeiture"  within  the  meaning  of  Section  83  of  the  Code, as amended.

w.  "Restricted  Stock  Agreement"  means  a  written  agreement  between  a
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Participant  and  the  Company  evidencing  an  award  of  Restricted  Stock.

x. "Restricted Stock Award Date" means the date on which the Committee awarded
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Restricted  Shares  to  the  Participant.

y.  "Retirement"  means Normal Retirement or early retirement if the Company's
     ----------
Profit  Sharing  and  Savings  Plan  provides  for  same.

z.  "Rule  16b-3"  means  Rule 16b-3, as promulgated by the Commission granted
     -----------
under  Section  16(b)  of  the  Exchange  Act,  as  amended from time to time.

aa.  "Stock"  means  the  Common  Stock.
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bb.  "Stock  Appreciation  Right"  means  a  right  granted  under Section 11.
      --------------------------

cc.  "Stock Option" or "Option" means an Option granted under Section 8 or 10.
      ------------      ------

dd.  "Termination  of  Employment"  means the termination of the Participant's
      ---------------------------
employment  with  the  Company and any Affiliate. A Participant employed by an
Affiliate  shall  also  be  deemed to incur a Termination of Employment if the
Affiliate  ceases  to be an Affiliate and the Participant does not immediately
thereafter  become  an  employee  of  the  Company  or  another  Affiliate.

In addition, certain other terms used herein have definitions given to them in
the  first  place  in  which  they  are  used.

SECTION  4.     Effective Date. The  effective  date  of the Plan shall be the
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date  upon  which  the  Plan  is  approved by the stockholders of the Company.

SECTION  5.     Stock Subject to Plan.  The  total  number  of shares of Stock
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reserved  and  available  for  distribution  pursuant to Awards under the Plan
shall  be  9,000,000 shares of Stock.  Such shares may consist, in whole or in
part,  of  authorized  and  unissued  shares  or  treasury  shares.

If  any shares of Stock that have been Optioned cease to be subject to a Stock
Option,  if any shares of Stock that are subject to any Award are forfeited or
if  any  Award  otherwise  terminates without a distribution being made to the
Participant  in  the  form  of Stock, such shares shall again be available for
distribution  in connection with Awards under the Plan. In addition, any Stock
purchased  by a Participant upon exercise of an Option under the Plan which is
subsequently  repurchased  by the Company pursuant to the terms of such Option
may  again  be  the  subject  of  an  Option  under  the  Plan.

     In  the  event  of  any  merger,  reorganization,  consolidation,
recapitalization  (including  but  not limited to the issuance of Stock or any
securities  convertible into Stock in exchange for securities of the Company),
stock dividend, stock split or reverse stock split, extraordinary distribution
with  respect  to  the  Stock  or  other similar change in corporate structure
affecting  the  Stock,  such  substitution or adjustments shall be made in the
aggregate number of shares reserved for issuance under the Plan, in the number
and  Option  price  of  shares  subject to outstanding Stock Options and Stock
Appreciation  Rights, and in the number of shares subject to other outstanding
Awards  granted  under  the Plan as may be determined to be appropriate by the
Committee,  in  its  sole  discretion;  provided,  however, that the number of
shares  subject  to  any  Award  shall always be a whole number. Such adjusted
Option price shall also be used to determine the amount payable by the Company
upon  the  exercise  of any Stock Appreciation Right associated with any Stock
Option.

SECTION  6.     Administration.
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          The  Plan  shall  be  administered  by  the  Stock  Award  Committee
("Committee")  of  the Board or such other committee of the Board, composed of
not  less than three Disinterested Persons, each of whom shall be appointed by
and  serve  at the pleasure of the Board. If at any time no Committee shall be
in  place,  the  functions  of  the  Committee  specified in the Plan shall be
exercised  by  the  Board.

The  Committee  shall  have  plenary  authority  to  grant Awards to officers,
employees,  non-employee  directors  and  consultants  of  the  Company  or an
Affiliate.

Among  other  things,  the  Committee shall have the authority, subject to the
terms  of  the  Plan:

(a)     to  select  the  officers,  employees,  non-employee  directors  and
consultants  to  whom                 Awards may from time to time be granted;

(b)     to  determine  whether  and  to  what  extent Incentive Stock Options,
Non-Qualified          Stock Options, Stock Appreciation Rights and Restricted
Stock,  or  any          combination  thereof  are  to  be  granted hereunder;

(c)     to determine the number of shares of Stock to be covered by each Award
granted          hereunder;

(d)     to  determine  the terms and conditions of any Award granted hereunder
(including,      but not limited to, the Option price, any vesting restriction
or  limitation,  any         repurchase rights in favor of the Company and any
vesting  acceleration  or        forfeiture waiver regarding any Award and the
shares  of  Stock relating thereto,     based on such factors as the Committee
shall  determine);

(e)     to  adjust the terms and conditions, at any time or from time to time,
of any Award,     including with respect to performance goals and measurements
applicable  to     performance-based Awards pursuant to the terms of the Plan;

(f)     to  determine under what circumstances an Award may be settled in cash
or  Stock;

(g)     if  appropriate,  to  determine  Fair  Market  Value;  and

(h)     to  substitute new Stock Options for previously granted Stock Options,
including        previously granted Stock Options having higher Option prices.

The  Committee  shall  have  the  authority  to  adopt,  alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from  time  to  time, deem advisable, to interpret the terms and provisions of
the  Plan  and  any  Award  issued  under the Plan (and any agreement relating
thereto)  and  to  otherwise  supervise  the  administration  of  the  Plan.

The Committee may act only by a majority of its members then in office, except
that  the members thereof may authorize any one or more of their number or any
officer  of  the  Company  to  execute  and deliver documents on behalf of the
Committee.

Any determination made by the Committee pursuant to the provisions of the Plan
with  respect to any Award shall be made in its sole discretion at the time of
the  grant of the Award or, unless in contravention of any express term of the
Plan,  at any time thereafter. All decisions made by the Committee pursuant to
the  provisions  of  the  Plan  shall  be  final  and  binding on all persons,
including  the  Company  and  Participants.

SECTION  7.     Eligibility.
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     Officers,  employees,  non-employee  directors,  and  consultants  of the
Company  and its Affiliates (but excluding members of the Committee other than
as  expressly  provided by Section 8) who are responsible for or contribute to
the  management,  growth  and profitability of the business of the Company and
its  Affiliates  are  eligible to be granted Awards under the Plan. Any person
who  files  with  the  Committee,  in  a form satisfactory to the Committee, a
written waiver of eligibility to receive any Award under the Plan shall not be
eligible  to  receive  an Award under the Plan for the duration of the waiver.

SECTION  8.     Options  Granted  to  Non-Employee  Directors.
                ---------------------------------------------

     The provisions of this Section 8 govern the granting and terms of Options
for  any  director of the Company who is not an employee of the Company or any
of  its Affiliates ("Eligible Director"). No Option may be granted to Eligible
Directors  other  than  pursuant  to  this  Section  8.

Upon  the  initial  election  of  an  Eligible  Director to the Board, without
further  action by the Board or the stockholders of the Company, such Eligible
Director  shall  be automatically granted Options to purchase 20,000 shares of
stock (subject to adjustment in accordance with the provisions of Section 5 of
the Plan).  On the date of each annual meeting of stockholders of the Company,
each  Eligible  Director  who  has previously been awarded an Option under the
preceding  sentence  shall be granted automatically, without further action by
the  Board  or  the  stockholders  of  the Company, Options to purchase 10,000
shares  of  stock  (subject to adjustment in accordance with the provisions of
Section  5  of  the  Plan).

The  purchase  price  per  share deliverable upon the exercise of such Options
under  this Section 8 shall be 100% of the Fair Market Value of such shares as
of  the  date  of such Option.  Each Option granted under this Section 8 shall
become  immediately  exercisable  and no Option shall be exercisable after the
expiration  of  ten  (10)  years  from the date of grant.  Each Option granted
pursuant to this Section 8 shall be exercisable during the period the Eligible
Director  remains  a  member  of the Board and for a period of three (3) years
following retirement, provided that only those Options exercisable at the date
of  retirement  may  be exercised during the period following retirement, and,
provided further, that in no event shall any such Option be exercisable beyond
the  tenth  (10th)  anniversary  of  the  date  of  grant.

SECTION  9.     Duration  of  the  Plan.
                -----------------------

     The Plan shall terminate ten (10) years from the effective date specified
in  Section  4  of  the Plan, unless terminated earlier pursuant to Section 14
hereto,  and  no  Options  may  be  granted  thereafter.

SECTION  10.    Stock  Options.
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     Stock Options granted under the Plan may be of two types: Incentive Stock
Options  and  Non-Qualified  Stock Options. Any Stock Option granted under the
Plan  shall  be  in  such form as the Committee may from time to time approve.

The  Committee  shall have the authority to grant any optionee Incentive Stock
Options,  Non-Qualified  Stock Options or both types of Stock Options (in each
case  with  or without Stock Appreciation Rights). Incentive Stock Options may
be  granted  only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code). To the extent that any Stock Option is
not  designated as an Incentive Stock Option or even if so designated does not
qualify  as  an  Incentive  Stock  Option, it shall constitute a Non-Qualified
Stock  Option.

Stock  Options  shall  be  evidenced  by  Option  agreements,  the  terms  and
provisions of which may differ. An Option agreement shall indicate on its face
whether  it  is  an agreement for an Incentive Stock Option or a Non-Qualified
Stock  Option.  The  grant  of  a  Stock  Option  shall  occur on the date the
Committee by resolution selects an individual to be a participant in any grant
of  a  Stock Option, determines the number of shares of Stock to be subject to
such Stock Option to be granted to such individual and specifies the terms and
provisions  of the Option agreement. The Company shall notify a Participant of
any  grant  of  a  Stock  Option, and a written Option agreement or agreements
shall  be  duly executed and delivered by the Company to the Participant. Such
agreement  or  agreements  shall  become  effective  upon  execution  by  the
participant.  Anything in the Plan to the contrary notwithstanding, no term of
the  Plan relating to Incentive Stock Options shall be interpreted, amended or
altered  nor  shall  any  discretion  or  authority  granted under the Plan be
exercised  so  as  to  disqualify  the  Plan under Section 422 of the Code or,
without  the  consent  of  the  optionee affected, to disqualify any Incentive
Stock  Option  under  such  Section  422.

Options  granted  under  the  Plan shall be subject to the following terms and
conditions  and  shall  contain  such  additional  terms and conditions as the
Committee  shall  deem  desirable:

(a)  Option  Price.  The  Option price per share of Stock purchasable under an
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Option  shall  be  determined  by  the  Committee  and set forth in the Option
agreement,  and  shall  not  be  less  than the Fair Market Value of the Stock
subject  to  the  Option  on  the date of grant in the case of Incentive Stock
Options and not less than 50% of the Fair Market Value of the Stock subject to
the  Option  on  the date of grant in the case of Non-Qualified Stock Options.

(b)  Option  Term.  The  term  of  each  Stock  Option  shall  be fixed by the
     ------------
Committee,  but  no  Incentive  Stock Option shall be exercisable more than 10
years  after  the  date  of  grant; and no Non-Qualified Stock Option shall be
exercisable  more than 10 years and one day after the date the Stock Option is
granted.

(c)  Exercisability.  Subject  to Section 13, Stock Options shall otherwise be
     --------------
exercisable  at such time or times and subject to such terms and conditions as
shall be determined by the Committee. If the Committee provides that any Stock
Option  is  exercisable  only  in  installments, the Committee may at any time
waive such installment exercise provisions, in whole or in part, based on such
factors  as the Committee may determine. In addition, the Committee may at any
time  accelerate  the  exercisability  of  any  Stock  Option.

(d)  Method  of  Exercise. Subject to the provisions of this Section 10, Stock
     --------------------
Options  may  be exercised, in whole or in part, at any time during the Option
period  by  giving  written  notice  of exercise to the Company specifying the
number  of  shares  of  Stock  subject  to  the  Stock Option to be purchased.

Such  notice  shall be accompanied by payment in full of the purchase price by
certified or bank check or such other instrument as the Company may accept. If
approved  by the Committee, payment in full or in part may also be made in the
form  of unrestricted Stock already owned by the optionee of the same class as
the  Stock subject to the Stock Option provided, however, that, in the case of
an  Incentive Stock Option, the right to make a payment in the form of already
owned  shares  of  Stock  of  the same class as the Stock subject to the Stock
Option  shall  be  authorized  only  at  the time the Stock Option is granted.

          An  optionee  shall  have  all of the rights of a stockholder of the
Company  holding  the  class  or series of Stock that is subject to such Stock
Option  (including,  if applicable, the right to vote the shares and the right
to receive dividends), when the optionee has given written notice of exercise,
and  has  paid  in  full  for such shares. In the discretion of the Committee,
payment  for  any  Stock subject to an Option may also be made by delivering a
properly  executed  exercise  notice  to  the  Company together with a copy of
irrevocable  instructions  to  a broker to deliver promptly to the Company the
amount  of  sale or loan proceeds to pay the purchase price. To facilitate the
foregoing,  the  Company  may enter into agreements for coordinated procedures
with  one  or  more  brokerage  firms.  The  value  of  previously owned Stock
exchanged  in  full  or  partial  payment  for  the  shares purchased upon the
exercise  of  an  Option  shall be equal to the aggregate Fair Market Value of
such  shares  on  the  date  of  the  exercise  of  such  Option.

(e)  Non-transferability of Options. No  Stock  Option  shall  be transferable
     ------------------------------
by the optionee other than by will or by the laws of descent and distribution,
and  all  Stock  Options shall be exercisable, during the optionee's lifetime,
only  by  the  optionee  or  by  the  guardian  or legal representative of the
optionee,  it  being understood that the terms "holder" and "optionee" include
the  guardian  and  legal  representative  of the optionee named in the Option
agreement  and any person to whom an Option is transferred by will or the laws
of  descent  and  distribution.

(f)  Termination by Death. If  an  optionee's  employment terminates by reason
     --------------------
of  death, any Stock Option held by such optionee may thereafter be exercised,
to  the  extent then exercisable or on such accelerated basis as the Committee
may  determine,  for a period of one year and one day (or such other period as
the Committee may specify) from the date of such death or until the expiration
of  the  stated  term  of  such Stock Option, whichever period is the shorter.

(g)  Termination  by  Reason  of  Disability.  If  any  optionee's  employment
     ---------------------------------------
terminates by reason of Disability, any Stock Option held by such optionee may
thereafter  be  exercised by the optionee, to the extent it was exercisable at
the  time  of  termination  or  on such accelerated basis as the Committee may
determine, for a period of one year and one day (or such shorter period as the
Committee  may  specify  at  grant)  from  the  date  of  such  termination of
employment  or  until  the expiration of the stated term of such Stock Option,
whichever  period is the shorter; provided, however, that if the optionee dies
within  such  one  year and one day period (or such shorter period ending upon
the  expiration of the stated term of the Stock Option), any unexercised Stock
Option held by such optionee shall, notwithstanding the expiration of such one
year  and one day period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of one year and one day from
the  date  of  such  death  or until the expiration of the stated term of such
Stock  Option, whichever period is the shorter. In the event of termination of
employment  by reason of Disability, if an Incentive Stock Option is exercised
after  the  expiration  of  the  exercise  periods  that apply for purposes of
Section  422  of  the  Code, such Stock Option will thereafter be treated as a
Non-Qualified  Stock  Option.

(h)  Other  Termination.  Unless  otherwise  determined  by  the  Committee
     ------------------
and subject to the provisions of Section 13 of the Plan, if an optionee incurs
a Termination of Employment for any reason other than death or Disability, any
Stock Option held by such optionee shall thereupon terminate, except that such
Stock  Option, to the extent then exercisable, may be exercised for the lesser
of three months and one day from the date of such Termination of Employment or
the  balance  of such Stock Option's term if such Termination of Employment of
the  optionee is involuntary and without Cause. Unless otherwise determined by
the  Committee,  for  the  purposes  of  the  Plan "Cause" shall have the same
meaning  as that set forth in any employment or severance agreement, in effect
between  the  Company  and  the Participant.  Otherwise, it shall mean (1) the
conviction  of  the  optionee for committing a felony under Federal law or the
law  of  the state in which such action occurred, (2) dishonesty in the course
of  fulfilling  the optionee's employment duties or (3) willful and deliberate
failure  on  the  part of the optionee to perform his employment duties in any
material  respect.

(i)  Cashing Out of Option.  On  receipt  of  written  notice of exercise, the
     ---------------------
Committee  may  elect  to  cash  out  all  or  part  of any Stock Option to be
exercised  by  paying  the  optionee an amount, in cash or Stock, equal to the
excess of the Fair Market Value of the Stock that is the subject of the Option
over  the  Option  price  times  the  number of shares of Stock subject to the
Option  on  the  effective  date  of  such  cash  out.

Cash  outs  relating  to  Options  held  by  optionees  who  are  actually  or
potentially subject to Section 16(b) of the Exchange Act shall comply with the
"window  period"  provisions  of Rule 16b-3, to the extent applicable, and, in
the  case  of cash outs of Non-Qualified Stock Options held by such optionees,
the  Committee  may  determine Fair Market Value with reference to the pricing
provision  of  Section  11(b)(ii)(2).

SECTION  11.    Stock  Appreciation  Rights.
                ---------------------------

(a)  Grant and Exercise.  Stock  Appreciation  Rights  may  be  granted  in
     ------------------
conjunction  with  all  or part of any Stock Option granted under the Plan. In
the case of a Non-Qualified Stock Option, such rights may be granted either at
or  after  the time of grant of such Stock Option. In the case of an Incentive
Stock  Option,  such  rights  may be granted only at the time of grant of such
Stock  Option.  A  Stock  Appreciation  Right shall terminate and no longer be
exercisable  upon  the  termination  or  exercise of the related Stock Option.

A  Stock Appreciation Right may be exercised by an optionee in accordance with
Section  11(b)  by  surrendering  the  applicable portion of the related Stock
Option  in  accordance with procedures established by the Committee. Upon such
exercise  and  surrender,  the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 11(b). Stock Options which have
been  so  surrendered shall no longer be exercisable to the extent the related
Stock  Appreciation  Rights  have  been  exercised.

(b)  Terms and Conditions.  Stock  Appreciation  Rights  shall  be  subject to
     --------------------
such  terms  and conditions as shall be determined by the Committee, including
the  following:

(i)      Stock  Appreciation  Rights  shall  be  exercisable only at such time
or  times and to               the extent that the Stock Options to which they
relate are exercisabIe in                    accordance with the provisions of
Section  10  and this Section 11; provided,                    however, that a
Stock  Appreciation  Right  shall  not  be  exercisable  during  the  first
six  months  of its term by an optionee who is actually or potentially subject
to                         Section 16(b) of the Exchange Act, except that this
limitation  shall  not apply in               the event of death or Disability
of  the  optionee  prior  to  the  expiration  of the six-               month
period.

(ii)     Upon the exercise of a Stock Appreciation Right, an optionee shall be
entitled  to                receive an amount in cash, shares of Stock or both
equal  in  value  to  the excess of               the Fair Market Value of one
share of Stock over the option price per share                    specified in
the  related  Stock  Option  multiplied  by  the  number  of shares in respect
of  which  the  Stock  Appreciation  Right shall have been exercised, with the
Committee  having  the  right  to  determine  the  form  of  payment.

In  the  case  of  Stock Appreciation Rights relating to Stock Options held by
optionees  who  are  actually  or potentially subject to Section 16 (b) of the
Exchange                                        Act,  the  Committee:

     (1)     may require that such Stock Appreciation Rights be exercised only
in                              accordance with the applicable "window period"
provisions  of  Rule  16b-                                              3; and

     (2)     in  the  case  of  Stock  Appreciation  Rights  relating  to
Non-Qualified  Stock                             Options, may provide that the
amount  to  be  paid  upon  exercise  of  such                           Stock
Appreciation  Rights  during  a  Rule  16b-3  "window  period"  shall  be
based  on  the  highest  mean  sales  price  of  the  Stock  on  NASDAQ, or on
such  national  securities  exchange  upon  which  the Stock may be traded, on
any  day  during  such  "window  period".

(iii)    Stock  Appreciation Rights shall be transferable only when and to the
extent  that                 the underlying Stock Option would be transferable
under  Section  10  (e).

(iv)     Upon  the exercise of a Stock Appreciation Right, the Stock Option or
part  thereof                to which such Stock Appreciation Right is related
shall  be  deemed  to  have  been                 exercised for the purpose of
determining the number of shares of Stock available               for issuance
under  the  Plan  in  accordance  with  Section  5  of  the  Plan, but only to
the  extent  of  the number of shares resulting from dividing the value of the
Stock                   Appreciation Right at the time of exercise by the Fair
Market Value of one share               of Stock determined in accordance with
this  Section  11.

SECTION  12.    Terms  of  Restricted  Stock  Awards.
                ------------------------------------

     Subject  to  and consistent with the provisions of the Plan, with respect
to  each  Award  of  Restricted  Stock  to  a Participant, the Committee shall
determine:

(a)  the  terms  and  conditions of the Restricted Stock Agreement between the
Company  and  the  Participant  evidencing  the  Award;

(b)  the  Restriction  Period  for  all  or  a  portion  of  the  Award;

(c)  the  Restrictions  applicable  to  the  Award, including, but not limited
to,  continuous  employment  with  the  Company  for  a  specified term or the
attainment  of  specific  corporate,  divisional  or  individual  performance
standards  or goals, which Restriction Period and Restrictions may differ with
respect  to  each  Participant;

(d)  whether  the  Participant  shall  receive the dividends and other
distributions  paid  with  respect  to  an  award  of  the Restricted Stock as
declared and paid to the holders of the stock during the Restriction Period or
shall  be withheld by the Company for the account of the Participant until the
Restriction  Periods have expired or the Restrictions have been satisfied, and
whether  interest  shall  be  paid  on  such dividends and other distributions
withheld,  and  if  so,  the  rate  of  interest  to  be  paid;

(e)  the  percentage  of  the Award which shall vest in the Participant in the
event  of  death,  Disability  or  Retirement  prior  to the expiration of the
Restriction  Period  or  the satisfaction of the Restrictions applicable to an
award  of  Restricted  Stock;  and

(f)  notwithstanding  the  Restriction  Period and the Restrictions imposed on
the  Restricted  Shares, as set forth in a Restricted Stock Agreement, whether
to  shorten the Restriction Period or waive any Restrictions, if the Committee
concludes  that  it  is  in  the  best  interests  of  the  Company  to do so.

Upon  an  award  of  Restricted  Stock to a Participant, the stock certificate
representing  the  Restricted  Stock shall be issued and transferred to and in
the  name  of  the  Participant,  whereupon  the  Participant  shall  become a
stockholder  of the Company with respect to such Restricted Stock and shall be
entitled  to  vote the Stock. Such stock certificates shall be held in custody
by  the  Company,  together  with  stock powers executed by the Participant in
favor  of  the  Company,  until  the  Restriction  Period  expires  and  the
Restrictions  imposed  on  the  Restricted  Stock  are  satisfied.

SECTION  13.    Change  of  Control.
                -------------------

     Upon  the occurrence of an event of "Change of Control", as defined below
and  subject  to  such additional conditions and restrictions as the Committee
may  determine  at  the  time  of  the  granting  of  the  Award:

(a)  any  and  all  outstanding  Options shall become immediately exercisable;

(b)  the  Restriction  Period  and  Restrictions  imposed  on  the  Restricted
Stock  shall  lapse, and the Restricted Stock shall vest in the Participant to
the  extent  determined  by  the  Committee;  and

(c)  within  ten  business  days  after the occurrence of a Change of Control,
the  certificates  representing  the  Restricted  Stock so vested, without any
restrictions  or  legend  thereon,  other  than  as  required by law, shall be
delivered  to  the  Participant, and any dividends and distributions paid with
respect  to  the  Restricted  Stock which were escrowed during the Restriction
Period  and  the  earnings  thereon  shall  be  paid  to  the  Participant.

A  "Change of Control" shall occur when, in addition to the occurrence of such
other  events  as  the Committee may determine at the time of the grant of the
Award:

(a)  any  "Person"  (which  term, when used in this Section 13, shall mean two
or  more  persons  acting  as a partnership, limited partnership, syndicate or
other  group  for the purpose of acquiring, holding or disposing of securities
of  the  issuer or shall have such other meaning assigned to it in a successor
provision  to Section 13(d) of the Exchange Act) is or becomes the "Beneficial
Owner"  (which  term,  when  used in this Section 13, shall include any person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship  or  otherwise  has or shares (i) voting power which includes the
power to vote or to direct the voting of such security; and/or (ii) investment
power which includes the power to dispose or to direct the disposition of such
security,  or  such  other  meaning assigned to it in a successor provision to
Rule  13d-3  promulgated  under  the Exchange Act), directly or indirectly, of
Voting  Stock  (as  defined  below) representing twenty percent or more of the
votes entitled to be cast by the holders of all then outstanding Shares of the
Company;  or

(b)  the  stockholders  of  the Company approve a definitive agreement or plan
to  merge  or  consolidate the Company with or into another corporation, or to
sell,  or  otherwise  dispose  of,  all  or substantially all of the Company's
property  and  assets,  or  to  liquidate  the  Company or the business of the
Company  for  which  the  Participant's  services are principally performed is
disposed  of by the Company pursuant to a sale of assets (including stock of a
subsidiary  of  the  Company),  a  merger  or  consolidation  or otherwise; or

(c)  the  individuals  who  are  Continuing  Directors  of  the  Company  (as
defined  below)  cease for any reason to constitute at least a majority of the
Board  of  the  Company.

The  term  "Continuing  Director"  means  (i) any member of the Board who is a
member  of  the Board on February 1, 1992, or (ii) any person who subsequently
becomes a member of the Board whose nomination for election or election to the
Board  is  recommended  or approved by a majority of the Continuing Directors.
The  term  "Voting  Stock" means all capital stock of the Company which by its
terms  may  be  voted  on all matters submitted to stockholders of the Company
generally.

SECTION  14.    Amendments  and  Termination.
                ----------------------------

     The  Board  may  amend, alter, or discontinue the Plan, but no amendment,
alteration  or discontinuation shall be made which would (i) impair the rights
of an Award theretofore granted without the Participant's consent, except such
an  amendment  made to cause the Plan to qualify for the exemption provided by
Rule  16b-3,  or  (ii) disqualify the Plan from the exemption provided by Rule
16b-3.  In  addition,  no such amendment shall be made without the approval of
the  Company's  stockholders to the extent such approval is required by law or
agreement.

The  Committee  may  amend  the  terms  of  any  Stock  Option  or other Award
theretofore  granted,  prospectively  or  retroactively, but no such amendment
shall impair the rights of any holder without the holder's consent except such
an  amendment  made  to  cause  the Plan or Award to qualify for the exemption
provided  by  Rule  16b-3. The Committee may also substitute new Stock Options
for  previously  granted  Stock  Options,  including  previously granted Stock
Options  having  higher  Option  prices.

Subject  to  the above provisions, the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules, as well
as  other  developments  and  to  grant  Awards  which  qualify for beneficial
treatment  under  such  rules  without  shareholder  approval.

SECTION  15.    General  Provisions.
                -------------------

(a)  Nothing  contained  in  the  Plan  shall  prevent  the  Company  or  an
Affiliate  from adopting other or additional compensation arrangements for its
employees.

(b)  The  Plan  shall  not  confer  upon  any  employee any right to continued
employment  nor shall it interfere in any way with the right of the Company or
an  Affiliate  to  terminate  the  employment  of  any  employee  at any time.

(c)  No  later  than  the  date as of which an amount first becomes includible
in  the  gross  income of the Participant for Federal income tax purposes with
respect to any Award under the Plan, the Participant shall pay to the Company,
or make arrangements satisfactory to the Company regarding the payment of, any
Federal,  state,  local  or  foreign  taxes  of any kind required by law to be
withheld  with  respect  to  such  amount.  Unless otherwise determined by the
Company,  withholding  obligations  may be settled with Stock, including Stock
that  is part of the Award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or  arrangements,  and  the  Company  and  its Affiliates shall, to the extent
permitted  by  law,  have  the right to deduct any such taxes from any payment
otherwise  due  to  the  participant.

(d)  The  Committee  shall  establish  such procedures as it deems appropriate
for  a  Participant  to designate a beneficiary to whom any amounts payable in
the  event  of  the  participant's  death  are  to  be  paid.

(e)  Agreements  entered  into  by  the  Company  and Participants relating to
Awards  under  the Plan, in such form as may be approved by the Committee from
time  to  time,  to  the extent consistent with or permitted by the Plan shall
control  with respect to the terms and conditions of the subject Award. If any
provisions  of  the  Plan  or  any agreement entered into pursuant to the Plan
shall  be  held  invalid or unenforceable, such invalidity or unenforceability
shall  not  affect  any other provisions of the Plan or the subject agreement.

(f)  The  Plan  and  all  Awards  made  and  actions  taken  thereunder  shall
be  governed  by  and  construed  in  accordance with the laws of the State of
Delaware.

SECTION  16.    Certain  Awards
                ---------------

     The  approval  by  the  stockholders  of the Company of the Plan shall be
deemed approval by said stockholders of the terms and conditions of the Awards
(including  but  not  limited  to  terms and conditions relating to the Option
price,  exercisability,  vesting  and  acceleration  of  vesting,  including
acceleration  upon  a  change  of  control as defined in the option agreements
evidencing  the  Awards)  previously  made  to  non-employee  Directors of the
Company  which  are designated on Annex A hereto and ratification of the terms
and  conditions  of  the  other Awards previously made which are designated on
Annex  A  hereto.