Exhibit 10.26a

                              AMENDED AND RESTATED
                        1997 EQUITY PLAN FOR NON-EMPLOYEE
                     DIRECTORS OF PLAYBOY ENTERPRISES, INC.

            1. Purpose. The purposes of the Plan are (1) to promote the growth
and long-term success of Playboy Enterprises, Inc., a Delaware corporation (the
"Company"), by offering Non-Employee Directors the ability to acquire Common
Stock of the Company, (2) to enable the Company to attract and retain qualified
persons to serve as Non-Employee Directors, which services are considered
essential to the long-term success of the Company, by offering them an
opportunity to own Common Stock of the Company, and (3) to more closely align
the interests of Non-Employee Directors with the interests of the Company's
stockholders by paying certain amounts of compensation for services as a
Director in the form of shares of Common Stock.

            2. Definitions. In addition to the other terms defined elsewhere
herein, wherever the following terms are used in this Plan with initial capital
letters, they have the meanings specified below, unless the context clearly
indicates otherwise.

            "Accounting Period" means each calendar quarter of the Company, such
quarters beginning on January 1, April 1, July 1 and October 1 of each year.

            "Award" means an award of an Option Right, Restricted Stock or
Common Stock Grant under this Plan.

            "Board" means the Board of Directors of the Company.

            "Calendar Year" means the period beginning on January 1 of each year
and ending on December 31 of each year.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Common Stock" means the Class B Common Stock, par value $0.01 per
share, of the Company, and any security into which such Common Stock may be
converted or for which such Common Stock may be exchanged by reason of any
transaction or event of the type described in Section 9 of this Plan.

            "Common Stock Grant" means Common Stock, other than Restricted
Stock, awarded pursuant to Section 5 of this Plan.

            "Company" has the meaning set forth in Section 1, and includes its
successors.

            "Date of Award" means the date specified by the Board on which an
Award becomes effective, which shall not be earlier than the date on which the
Board takes action with respect thereto.

            "Deferred Compensation Plan" means the Playboy Enterprises, Inc.
Board of Directors' Deferred Compensation Plan, effective as of October 1, 1992,
as it may be amended from time to time.

            "Employee" means any officer or other employee of the Company or of
any corporation which is then a Subsidiary.

            "Issuance Date" has the meaning set forth in Section 6.

            "Mandatory Fee and Retainer Shares" means (a) Common Stock awarded
pursuant to Section 6(a) with an aggregate Market Value per Share generally
equal to a Non-Employee Director's Meeting Fees and (b)


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                                                                  Exhibit 10.26a

Common Stock awarded pursuant to Section 6(b) with an aggregate Market Value per
Share generally equal to a Non-Employee Director's Retainer.

            "Meeting Fees" means the compensation payable to a Non-Employee
Director with regard to the number of Board or Committee meetings attended, or
Committee positions held, as determined by the Board from time to time, but for
purposes of Section 6 of this Plan shall not include any such compensation
subject to deferral under the Deferred Compensation Plan pursuant to an
agreement executed by a Non-Employee Director and the Company in accordance with
the terms of the Deferred Compensation Plan.

            "Market Value per Share" means either (a) the closing price of a
share of Common Stock as reported on the New York Stock Exchange (the "NYSE") on
the date as of which such value is being determined, or, if there are no
reported transactions for such date, on the next preceding date for which
transactions were reported, as published in the Midwest Edition of The Wall
Street Journal, or (b) if there is no reporting of transactions on the NYSE, the
fair market value of a share of Common Stock as determined by the Board from
time to time.

            "Non-Employee Director" means a member of the Board who is not an
Employee.

            "Optionee" means a Non-Employee Director to whom an Option Right is
awarded under this Plan.

            "Option Price" means the purchase price payable upon the exercise of
an Option Right.

            "Option Right" means the right to purchase shares of Common Stock
from the Company upon the exercise of an option awarded hereunder.

            "Participant" means a Non-Employee Director (or a person who has
agreed to commence serving in such capacity) who is selected by the Board to
receive Awards under this Plan, who is entitled to receive Mandatory Fee Shares
or Mandatory Retainer Shares or who has elected to receive Voluntary Shares.

            "Participation Agreement" means the agreement submitted by a
Non-Employee Director to the Secretary of the Company pursuant to which a
Non-Employee Director may elect to receive all or any portion of his or her
Retainer in the form of Voluntary Shares for a specified period in the future.

            "Performance Objectives" means the performance objectives that may
be established by the Board pursuant to this Plan for Participants who have
received Awards.

            "Plan" means the Amended and Restated 1997 Equity Plan for
Non-Employee Directors of Playboy Enterprises, Inc. as set forth herein, as the
same may be amended or restated from time to time.

            "Restricted Stock" means Common Stock awarded pursuant to Section 5
of this Plan as to which neither the substantial risk of forfeiture nor the
restrictions on transfer referred to in Section 5 hereof have expired.

            "Restricted Stockholder" means a Non-Employee Director to whom
Restricted Stock has been awarded under this Plan.

            "Retainer" means the portion of a Non-Employee Director's annual
compensation that is payable without regard to the number of board or committee
meetings attended or committee positions held, as determined by the Board from
time to time, but for purposes of Section 7 of this Plan shall not include (a)
any such compensation subject to deferral under the Deferred Compensation Plan
pursuant to an agreement executed by a Non-Employee Director and the Company in
accordance with the terms of the Deferred Compensation Plan and (b) any such
compensation which is issued to a Non-Employee Director as Mandatory Retainer
Shares pursuant to Section 6(b) hereof.


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                                                                  Exhibit 10.26a

            "Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act of
1934, as amended or any successor rule.

            "Subsidiary" means any corporation, partnership, joint venture,
limited liability company, unincorporated association or other entity (each, an
"Entity") in an unbroken chain of Entities beginning with the Company if each of
the Entities other than the last Entity in the unbroken chain then owns stock or
other interests possessing 50 percent or more of the total combined voting power
of all classes of stock or other interests in one of the other Entities in such
chain.

            "Termination of Directorship" means the time when a Participant
ceases to be a Director for any reason, including, without limitation, a
termination by resignation, removal, failure to be elected or reelected, death
or retirement.

            "Valuation Date" has the meaning set forth in Section 6(a).

            "Voluntary Shares" has the meaning set forth in Section 7(a).

            3. Shares Available under the Plan. Subject to adjustment as
provided in Section 9 of this Plan, the number of shares of Common Stock issued
or transferred, plus the number of shares of Common Stock covered by outstanding
Awards and not forfeited under this Plan, shall not in the aggregate exceed
400,000 shares, which may be shares of original issuance or shares held in
treasury or a combination thereof. If an Option Right lapses or terminates
before such Option is exercised or shares of Restricted Stock or Common Stock
Grants are forfeited, for any reason, the shares covered thereby may again be
made subject to Awards or issued as Mandatory Fee Shares, Mandatory Retainer
Shares, or Voluntary Shares under this Plan.

            4. Option Rights. The Board may from time to time authorize Awards
to Participants of Options to purchase shares of Common Stock upon such terms
and conditions as the Board may determine in accordance with the following
provisions:

                  (a) Each Award shall specify the number of shares of Common
      Stock to which the Option Rights pertain.

                  (b) Each Award of Option Rights shall specify an Option Price
      per share of Common Stock, which shall be equal to or greater than the
      Market Value per Share on the Date of Award.

                  (c) Each Award of Option Rights shall specify the form of
      consideration to be paid in satisfaction of the Option Price and the
      manner of payment of such consideration, which may include (i) cash in the
      form of currency or check or other cash equivalent acceptable to the
      Company, (ii) nonforfeitable, nonrestricted shares of Common Stock, which
      are already owned by the Optionee and have a value at the time of exercise
      that is equal to the Option Price, (iii) any other legal consideration
      that the Board may deem appropriate, including, without limitation, any
      form of consideration authorized under Section 4(d) below, on such basis
      as the Board may determine in accordance with this Plan, and (iv) any
      combination of the foregoing.

                  (d) On or after the Date of Award of any Option Right, the
      Board may determine that payment of the Option Price may also be made in
      whole or in part in the form of shares of Restricted Stock or other shares
      of Common Stock that are subject to risk of forfeiture or restrictions on
      transfer. Unless otherwise determined by the Board on or after the Date of
      Award, whenever any Option Price is paid in whole or in part by means of
      any of the forms of consideration specified in this Section 4(d), the
      shares of Common Stock received by the Optionee upon the exercise of the
      Option Right shall be subject to the same risks of forfeiture or
      restrictions on transfer as those that applied to the consideration
      surrendered by the Optionee; provided, however, that such risks of
      forfeiture and restrictions on transfer shall apply only to the same
      number of shares of Common Stock received by the Optionee as applied to
      the forfeitable or restricted shares of Common Stock surrendered by the
      Optionee.


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                                                                  Exhibit 10.26a

                  (e) Any Award of Option Rights may provide for the deferred
      payment of the Option Price from the proceeds of sale through a broker of
      some or all of the shares of Common Stock to which the exercise relates.

                  (f) Successive Awards may be made to the same Participant
      regardless of whether any Option Rights previously awarded to the
      Participant remain unexercised.

                  (g) Each Award shall specify the period or periods of
      continuous service as a Non-Employee Director by the Optionee that are
      necessary or Performance Objectives that must be achieved before the
      Option Rights or installments thereof shall become exercisable, and any
      Award may provide for the earlier exercise of the Option Rights in the
      event of a change in control of the Company or other transaction or event.

                  (h) The term of an Option Right shall be set by the Board;
      provided, however, that no Option Right awarded pursuant to this Section 4
      may have a term of more than 10 years from the Date of Award.

                  (i) Each Award of an Option Right shall be evidenced by a
      written Stock Option Agreement, which shall be executed on behalf of the
      Company by any officer thereof and delivered to and accepted by the
      Optionee and shall contain such terms and provisions as the Board may
      determine consistent with this Plan.

            5. Common Stock Grants and Restricted Stock. The Board may also
authorize Awards to Participants of Common Stock Grants and Restricted Stock
upon such terms and conditions as the Board may determine in accordance with the
following provisions:

                  (a) A Common Stock Grant consists of the transfer by the
      Company to a Participant of shares of Common Stock in consideration and as
      additional compensation for services performed for the Company. Each Award
      of Common Stock Grants and Restricted Stock shall constitute an immediate
      transfer of the ownership of shares of Common Stock to the Participant in
      consideration of the performance of services, entitling such Participant
      to dividend, voting and other ownership rights, subject to, in the case of
      Awards of Restricted Stock, the substantial risk of forfeiture and
      restrictions on transfer hereinafter referred to.

                  (b) Each Award of Restricted Stock shall provide that the
      shares of Restricted Stock covered thereby shall be subject to a
      "substantial risk of forfeiture" within the meaning of Section 83 of the
      Code for a period to be determined by the Board on the Date of Award, and
      may provide for the termination of such risk of forfeiture upon the
      achievement of certain Performance Objectives, in the event of a change in
      control of the Company, or upon any other transaction or event.

                  (c) Each Award of Restricted Stock shall provide during the
      period for which such substantial risk of forfeiture is to continue, and
      any Award of Common Stock Grants may provide, that the transferability of
      the shares of Common Stock subject to such Awards shall be prohibited or
      restricted in the manner and to the extent prescribed by the Board on the
      Date of Award. Such restrictions may include, without limitation, rights
      of repurchase or first refusal in the Company or provisions subjecting the
      shares of Restricted Stock to a continuing substantial risk of forfeiture
      in the hands of any transferee.

                  (d) Any Award of a Common Stock Grant or Restricted Stock may
      be made in consideration of payment by the Participant of an amount that
      is less than the Market Value per Share on the Date of Award, but in no
      event shall the value of the consideration provided with respect to any
      such Award be less than the par value per share of Common Stock.

                  (e) Any Award of Restricted Stock may require that any or all
      dividends or other distributions paid on the shares of Restricted Stock
      during the period of such restrictions be automatically sequestered and
      reinvested on an immediate or deferred basis in additional shares of
      Common Stock, which


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                                                                  Exhibit 10.26a

      may be subject to the same restrictions as the underlying award or such
      other restrictions as the Board may determine.

                  (f) Each Award of a Common Stock Grant and Restricted Stock
      shall be evidenced by a Stock Grant Agreement or Restricted Stock
      Agreement (as the case may be), which shall be executed on behalf of the
      Company by any officer thereof and delivered to and accepted by the
      Participant and shall contain such terms and provisions as the Board may
      determine consistent with this Plan. Unless otherwise directed by the
      Board, Restricted Stock will be held in book-entry form by the Company as
      custodian for the Participant. Any certificates representing shares of
      Restricted Stock, together with a stock power endorsed in blank by the
      Participant with respect to the shares of Restricted Stock, shall be held
      in custody by the Company until all restrictions thereon lapse.

                  (g) The Board may provide, at or after the Date of Award of
      any Common Stock Grant or Restricted Stock, for the payment of a cash
      award intended to offset the amount of tax that the Participant may incur
      in connection with such Common Stock Grant or Restricted Stock, including,
      without limitation, tax on the receipt of such cash award.

                  (h) The Board may provide in any individual Stock Grant
      Agreement or Restricted Stock Agreement that the Company shall have the
      right to repurchase the Restricted Stock then subject to restrictions
      under the Restricted Stock Agreement, or the Common Stock subject to the
      Common Stock Grant, immediately upon a Termination of Directorship for any
      reason at a cash price per share equal to the cash price paid by the
      Participants for such Restricted Stock or Common Stock. In the discretion
      of the Board, provision may be made that no such right of repurchase shall
      exist in the event of a Termination of Directorship without cause or
      because of the Participant's retirement, death or permanent and total
      disability.

            6. Mandatory Fee and Retainer Shares.

                  (a) Commencing with the first meeting of the Board following
      the effective date of this Plan, all Meeting Fees shall be payable in the
      form of Mandatory Fee Shares. No later than ten (10) days following the
      end of an Accounting Period (the "Issuance Date"), the Company shall issue
      to each Non-Employee Director a number of Mandatory Fee Shares equal to
      (i) the amount of such Director's Meeting Fees for such Accounting Period,
      divided by (ii) the Market Value per Share on the last day of each
      Accounting Period (the "Valuation Date") with respect to which such
      Meeting Fees are payable. To the extent that the application of the
      foregoing formula would result in the issuance of fractional shares of
      Common Stock, any such fractional shares shall be disregarded, and the
      remaining amount of Meeting Fees shall be paid in cash. The Company shall
      pay any and all fees and commissions incurred in connection with the
      payment of Mandatory Fee Shares to a Director.

                  (b) Commencing on January 1, 2001, 50% of each Non-Employee
      Director's Retainer shall be payable in the form of Mandatory Retainer
      Shares. Upon the Issuance Date, the Company shall issue to each
      Non-Employee Director a number of mandatory Retainer Shares equal to (i)
      50% of the amount of such Director's Retainer for such accounting period,
      divided by (ii) the Market Value per Share on the applicable Valuation
      Date. To the extent that the application of the foregoing formula would
      result in the issuance of fractional shares of Common Stock, any such
      fractions shares shall be disregarded, and the remaining amount of such
      portion of the Non-Employee Director's Retainer shall be paid in cash. The
      Company shall pay any and all fees and commissions incurred in connection
      with the payment of Mandatory Retainer Shares to a Director.

            7. Voluntary Shares. Each Non-Employee Director shall be eligible to
elect to receive shares of Common Stock in accordance with the following
provisions:

                  (a) Prior to the commencement of the Company's Calendar Year
      (or by such other date as may be specified by the Board), a Participant
      may elect, by the filing of a Participation Agreement, to have up to 100
      percent of his or her Retainer paid by the Company in the form of shares
      of Common Stock in lieu of a cash payment (the "Voluntary Shares"). Such
      Participation Agreement must, except as


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                                                                  Exhibit 10.26a

      the Board may otherwise provide, be filed as a one-time election for the
      applicable Calendar Year. Unless the Director revokes or changes such
      election by filing a new Participation Agreement by the due date therefor
      specified in this Section 7(a), such election shall apply to a
      Participant's Retainer for each subsequent Calendar Year. Once an election
      has been terminated, another election may not be made effective until the
      commencement of the next subsequent full Calendar Year unless the Board
      shall have otherwise provided.

                  (b) No later than the Issuance Date, the Company shall issue
      to each Participant who has made an election under Section 7(a), a number
      of Voluntary Shares for the prior Accounting Period equal to (i) the
      amount of such Director's Retainer for such Accounting Period that such
      Director has elected to receive as Voluntary Shares, divided by (ii) the
      Market Value per Share on the Valuation Date. To the extent that the
      application of the foregoing formula would result in the issuance of
      fractional shares of Common Stock, any such fractional shares shall be
      disregarded, and the remaining amount of the Retainer shall be paid in
      cash. The Company shall pay any and all fees and commissions incurred in
      connection with the payment of the Voluntary Shares to a Director.

            8. Transferability.

                  (a) Except as may be otherwise determined by the Board, (i)
      Awards, Mandatory Fee Shares, Mandatory Retainer Shares and Voluntary
      Shares issued or granted under this Plan shall be issued only to a
      Participant, (ii) Option Rights and Restricted Stock may be transferred by
      a Participant only by will or the laws of descent and distribution, and
      (iii) Option Rights may not be exercised during a Participant's lifetime
      except by the Participant or, in the event of the Participant's legal
      incapacity, by his guardian or legal representative acting in a fiduciary
      capacity on behalf of the Participant under state law and court
      supervision.

                  (b) Any Award made under this Plan may provide that all or any
      part of the shares of Common Stock that are to be issued or transferred by
      the Company upon the exercise of Option Rights, or are no longer subject
      to the substantial risk of forfeiture and restrictions on transfer
      referred to in Section 5 of this Plan, shall be subject to further
      restrictions upon transfer.

                  (c) To the extent required to satisfy any condition to
      exemption available pursuant to Rule 16b-3, Mandatory Fee Shares,
      Mandatory Retainer Shares and Voluntary Shares acquired by a Participant
      shall be held by the Participant for a period of at least six months
      following the date of such acquisition.

            9. Adjustments. The Board may make or provide for such adjustments
in the (a) number of shares of Common Stock covered by outstanding Awards,
payable as Mandatory Fee Shares or Mandatory Retainer Shares or subject to
elections to receive Voluntary Shares, (b) prices per share applicable to Option
Rights, and (c) kind of shares (including, without limitation, shares of another
issuer) covered thereby, as the Board in its sole discretion may in good faith
determine to be equitably required in order to prevent dilution or enlargement
of the rights of Participants that otherwise would result from (x) any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, (y) any merger, consolidation,
spin-off, split-off, split-up, reorganization, partial or complete liquidation
or other distribution of assets, or issuance of rights or warrants to purchase
securities or (z) any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or event,
the Board may provide in substitution for any or all outstanding Awards,
Mandatory Fee Shares, Mandatory Retainer Shares or Voluntary Shares to be issued
under this Plan such alternative consideration as it may in good faith determine
to be equitable under the circumstances and may require in connection therewith
the surrender of all Awards, Mandatory Fee Shares, Mandatory Retainer Shares or
Voluntary Shares so replaced. The Board may also make or provide for such
adjustments in the numbers and kind of shares specified in Section 3 of this
Plan as the Board may in good faith determine to be appropriate in order to
reflect any transaction or event described in this Section 9.

            10. Fractional Shares. The Company shall not be required to issue
any fractional shares of Common Stock pursuant to this Plan. The Board may
provide for the elimination of fractions, for the settlement thereof in cash or
for such other adjustments as the Board may deem appropriate under this Plan.


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                                                                  Exhibit 10.26a

            11. Withholding Taxes. To the extent, if any, that the Company is
required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Company for the withholding are
insufficient, it shall be a condition to the receipt of any such payment or the
realization of any such benefit that the Participant or such other person make
arrangements satisfactory to the Company for payment of the balance of any taxes
required to be withheld. At the discretion of the Board, any such arrangements
may include relinquishment of a portion of any such payment or benefit. The
Company and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.

            12. Certain Terminations of Directorships.

                  (a) Notwithstanding any other provision of this Plan to the
      contrary, in the event of a Termination of Directorship by reason of death
      or disability, or in the event of hardship or other special circumstances,
      of a Participant who holds an Option Right that is not immediately and
      fully exercisable or any Award as to which the substantial risk of
      forfeiture or the prohibition or restriction on transfer has not lapsed,
      the Board may in its sole discretion take any action that it deems to be
      equitable under the circumstances or in the best interests of the Company,
      including, without limitation, waiving or modifying any limitation or
      requirement with respect to any Award under this Plan.

                  (b) If a Non-Employee Director becomes an Employee while
      continuing to serve as a Director, that fact alone shall not result in a
      Termination of Directorship or otherwise impair the rights such Director
      may have under this Plan, including, without limitation, the rights such
      Director may have under any Award outstanding under this Plan, but such
      Director shall no longer be eligible to receive any further Awards,
      Mandatory Fee Shares, Mandatory Retainer Shares or Voluntary Shares under
      this Plan.

            13. Administration.

                  (a) Administration by the Board; Delegation. This Plan shall
      be administered by the Board, which may from time to time delegate all or
      any part of its authority under this Plan to a committee or subcommittee
      of not less than two Directors appointed by the Board who are
      "non-employee directors" within the meaning of that term as defined in
      Rule 16b-3. To the extent of any delegation by the Board under this Plan,
      references in this Plan to the Board shall also refer to the applicable
      committee or subcommittee. The majority of any such committee or
      subcommittee shall constitute a quorum, and the action of a majority of
      its members present at any meeting at which a quorum is present, or acts
      unanimously approved in writing, shall be the acts of such committee or
      subcommittee.

                  (b) Administrative Powers. The Board shall have the power to
      interpret this Plan, the Option Rights, the Common Stock Grants, the
      Restricted Stock, the procedures for issuance of Mandatory Fee Shares or
      Mandatory Retainer Shares and elections to receive Voluntary Shares, and
      the agreements pursuant to which the Option Rights, the Common Stock
      Grants, the Restricted Stock, the Mandatory Fee Shares, Mandatory Retainer
      Shares and the Voluntary Shares are awarded and issued (including
      Participation Agreements), and to adopt such rules for the administration,
      interpretation and application of this Plan (including the administration
      of this Plan in conjunction with the Deferred Compensation Plan), and such
      agreements as are consistent therewith and to interpret, amend or revoke
      any such rules. Any Award under this Plan need not be the same with
      respect to each Optionee or Restricted Stockholder.

                  (c) Professional Assistance; Good Faith Actions. All expenses
      and liabilities which members of the Board incur in connection with the
      administration of this Plan shall be borne by the Company. The Board may
      employ attorneys, consultants, accountants, appraisers, brokers or other
      persons. The Board, the Company and the Company's officers and Directors
      shall be entitled to rely upon the advice, opinions or valuations of any
      such persons. All actions taken and all interpretations and determinations
      made by the Board in good faith shall be final and binding upon all
      Participants, the Company and all other interested persons. No members of
      the Board shall be personally liable for any action, determination or
      interpretation made in good faith with respect to this Plan, or any
      Option, Common Stock Grant, Restricted Stock, Mandatory Fee Shares,
      Mandatory Retainer Shares or Voluntary Shares, and


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                                                                  Exhibit 10.26a

      all members of the Board shall be fully protected by the Company in
      respect of any such action, determination or interpretation.

            14. Amendment, Suspension, Termination and Other Matters.

                  (a) This Plan may be wholly or partially amended or otherwise
      modified, suspended or terminated at any time or from time to time by the
      Board. However, without further approval of the stockholders of the
      Company, no action of the Board may, except as provided in Section 9 of
      this Plan, increase the limits imposed in Section 3 on the maximum number
      of shares of Common Stock which may be issued under this Plan, and no
      action of the Board may be taken that would otherwise require stockholder
      approval as a matter of applicable law or the rules of any U.S. stock
      exchange, including the NYSE, on which the Common Stock may be listed for
      trading or authorized for quotation. No amendment, suspension or
      termination of this Plan shall, without the consent of the holder of an
      Award, alter or impair any rights or obligations under any Award
      theretofore granted, unless the Award itself otherwise expressly so
      provides.

                  (b) The Board may make under this Plan any Award or
      combination of Awards authorized under this Plan in exchange for the
      cancellation of an Award that was not made under this Plan.

                  (c) Except as provided in Section 14(b) of this Plan, the
      making of one or more Awards to a Non-Employee Director under this Plan
      shall not preclude the making of Awards to such Non-Employee Director
      under any other stock option or incentive plan previously or subsequently
      adopted by the Board, nor shall the fact that a Non-Employee Director has
      received one or more awards under any other stock option or incentive plan
      of the Company preclude such Non-Employee Director from receiving awards
      under this Plan.

            15. Termination of the Plan. No further awards shall be made under
this Plan after the passage of 10 years from the date on which this Plan is
first approved by the stockholders of the Company.

            16. Effective Date. The effective date of this Plan shall be the
date of its adoption by the Board of Directors. This Plan and all Awards
granted, Mandatory Fee Shares issued, and any elections to receive Voluntary
Shares effected prior to the stockholder approval hereinafter mentioned, shall
be void and of no further force and effect unless this Plan shall have been
approved at a meeting of stockholders of the Company called for such purpose by
the affirmative vote of a majority of the shares of Class A Common Stock of the
Company represented in person or by proxy.


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