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                                                                EXHIBIT (10)-15


                                MEDPARTNERS, INC.
                            1994 STOCK INCENTIVE PLAN

The MedPartners, Inc. 1994 Stock Incentive Plan is the result of the assumption
and adoption by MedPartners, Inc., a Delaware corporation, of the 1994 Stock
Incentive Plan of InPhyNet Medical Management Inc., pursuant to the provisions
of that certain Plan and Agreement of Merger, dated as of June 26, 1997, by and
among MedPartners Inc. and InPhyNet Medical Management Inc.

1.       PURPOSE.

The purpose of the MedPartners, Inc. 1994 Stock Incentive Plan (the "Plan") is
to provide a means through which the Company and its Subsidiaries and Affiliates
may attract able persons to enter and remain in the employ of the Company and
its Subsidiaries and Affiliates, and to provide a means whereby those key
persons upon whom the responsibilities of the successful administration and
management of the Company rest, and whose present and potential contributions to
the welfare of the Company are of importance, can acquire and maintain stock
ownership, thereby strengthening their commitment to the welfare of the Company
and promoting an identity of interest between stockholders and these key
persons.

A further purpose of the Plan is to provide such key persons with additional
incentive and reward opportunities designed to enhance the profitable growth of
the Company. So that the appropriate incentive can be provided, the Plan
provides for granting Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock Awards, or any combination of the foregoing.

2.       DEFINITIONS.

The following definitions shall be applicable throughout the Plan.

         "Affiliate" means any affiliate of the Company within the meaning of 17
CFR ss. 230.405.

         "Award" means, individually or collectively, any Incentive Stock
Option, Nonqualified Stock Option or Restricted Stock Award.

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

         "Cause" means the Company, a Subsidiary or an Affiliate having cause to
terminate a Participant's employment under any existing employment agreement
between the Participant and the Company, a Subsidiary or an Affiliate or, in the
absence of such an employment agreement, upon (i) the determination by the
Committee that the Participant has ceased to perform his duties to the Company,
or a Subsidiary or an Affiliate (other than as a result of his incapacity due to
physical or mental illness or injury), which failure amounts to an intentional
and extended neglect of his duties to such party, (ii) the Committee's
determination that the Participant has engaged or

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is about to engage in conduct materially injurious to the Company, or a
Subsidiary or an Affiliate, or (iii) the Participant having been convicted of a
felony.

         "Change in Control" shall, unless the Board otherwise directs by
resolution adopted prior thereto, be deemed to occur if (i) any "person" (as
that term is used in Sections 13 and 14(d)(2) of the Securities and Exchange Act
of 1934 ("Exchange Act")) is or becomes the beneficial owner (as that term is
used in Section 13(d) of the Exchange Act), directly or indirectly, of 25% or
more of the voting Stock or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board cease for
any reason to constitute at least a majority thereof, unless the election or the
nomination for election by the Company's stockholders of each new director was
approved by a vote of at least three-quarters of the directors then still in
office who were directors at the beginning of the period. Any merger,
consolidation or corporate reorganization in which the owners of the Company's
capital stock entitled to vote in the election of directors ("Voting Stock")
prior to said combination, own 50% or more of the resulting entity's Voting
Stock shall not, by itself, be considered a Change in Control.

         "Code" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.

         "Committee" means the Compensation Committee of the Board or such other
committee as the Board may appoint to administer the Plan.

         "Common Stock" means the common stock, par value $.001 per share, of
the Company.

         "Company" means MedPartners, Inc.

         "Date of Grant" means the date on which the granting of an Award is
authorized or such other date as may be specified in such authorization.

         "Disability" means the complete and permanent inability by reason of
illness or accident to perform the duties of the occupation at which a
Participant was employed when such disability commenced or, if the Participant
was retired when such disability commenced, the inability to engage in any
substantial gainful activity, as determined by the Committee based upon medical
evidence acceptable to it.

         "Eligible Employee" means any person regularly employed by the Company
or a Subsidiary or Affiliate on a full-time salaried basis, and any independent
contractor of the Company or a Subsidiary or Affiliate, who satisfies all of
the requirements of Section 6.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.


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         "Fair Market Value" means, except as otherwise determined by the
Committee, an amount equal to the closing sale price of a share of Common Stock
as reported on The National Association of Securities Dealers' New York Stock
Exchange Composite Reporting Tape (or if the Common Stock is not traded on The
New York Stock Exchange, the closing sale price on the exchange on which it is
traded or as reported by an applicable automated quotation system) (the
"Composite Tape"), on the applicable date or, if no sales of Common Stock are
reported on such date, the closing sale price of a share of Common Stock on the
date the Common Stock was last reported on the Composite Tape (or such other
exchange or automated quotation system, if applicable).

         "Holder" means a Participant who has been granted an Option or a
Restricted Stock Award.

         "Incentive Stock Option" means an Option granted by the Committee to a
Participant under the Plan which is designated by the Committee as an Incentive
Stock Option pursuant to Section 422 of the Code.

         "Non-Employee Director" means a Director of the Company who (i) is not
currently an officer or employee of the Company or any Subsidiary of the
Company; (ii) does not directly or indirectly receive any compensation from the
Company or any Subsidiary for services rendered as a consultant or in any other
non-director capacity that would exceed the $60,000 threshold for which
disclosure would be required under Item 404(a) of Regulation S-K; (iii) does not
possess an interest in any other transaction for which disclosure would be
required under Item 404(a) of Regulation S-K; and (iv) is not engaged in a
business relationship with the Company which would be disclosable under Item
404(b) of Regulation S-K.

         "Nonqualified Stock Option" means an Option granted by the Committee to
a Participant under the Plan which is not designated by the Committee as an
Incentive Stock Option.

         "Normal Termination" means termination:

                  (i)      with respect to the Company or a Subsidiary, at
retirement (excluding early retirement) pursuant to the Company retirement plan
then in effect;

                  (ii)     with respect to an Affiliate, at retirement
(excluding early retirement) pursuant to the retirement plan of such Affiliate
then in effect or, if the Affiliate has no such plan, at retirement upon or
after the attainment of age 65;

                  (iii)    on account of Disability;

                  (iv)     with the written approval of the Committee; or

                  (v)      by the Company, a Subsidiary or Affiliate without
Cause.

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         "Option" means an Award granted under Section 7 of the Plan.

         "Option Period" means the period described in Section 7(c).

         "Participant" means an Eligible Employee who has been selected to
participate in the Plan and to receive an Award pursuant to Section 6.

         "Plan" means the MedPartners, Inc. 1994 Stock Incentive Plan.

         "Reporting Company" means the Company.

         "Restricted Period" means, with respect to any share of Restricted
Stock, the period of time determined by the Committee during which such share of
Restricted Stock is subject to the restrictions set forth in Section 8.

         "Restricted Stock" means shares of Common Stock issued or transferred
to a Participant subject to the restrictions set forth in Section 8 and any new,
additional or different securities a Participant may become entitled to receive
as a result of adjustments made pursuant to Section 10.

         "Restricted Stock Award" means an Award granted under Section 8 of the
Plan.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Stock" means the Common Stock or such other authorized shares of stock
the Company as the Committee may from time to time authorize for use under the
Plan.

         "Subsidiary" means any subsidiary of the Company as defined in Section
424(f) of the Code.

3.       EFFECTIVE DATE, DURATION AND  STOCKHOLDER APPROVAL.

The Plan became effective on May 7, 1994, and no further Awards may be made
after May 7, 2004.

The Plan shall continue in effect until all matters relating to the payment of
Awards and administration of the Plan have been settled.

4.       ADMINISTRATION.

The Committee shall administer the Plan. Each member of the Committee shall, at
the time he takes any action with respect to an Award under the Plan, be a
Non-Employee Director. The acts of a majority of the members present at any
meeting at which a quorum is present or acts approved in writing by a majority
of the Committee shall be deemed the acts of the Committee.

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Subject to the provisions of the Plan, the Committee shall have exclusive power
to:

(a)      Select the Eligible Employees to participate in the Plan;

(b)      Determine the nature and extent of the Awards to be made to each
Participant;

(c)      Determine the time or times when Awards will be made;

(d)      Determine the conditions to which the payment of Awards may be subject;

(e)      Prescribe the form or forms evidencing Awards; and

(f)      Cause records to be established in which there shall be entered, from
time to time, as Awards are made to Participants, the date of each Award, the
number of Incentive Stock Options, Nonqualified Stock Options, and shares of
Restricted Stock awarded by the Committee to each Participant, the expiration
date, and the duration of any applicable Restricted Period.

The Committee shall have the authority, subject to the provisions of the Plan,
to establish, adopt, or revise such rules and regulations and to make all such
determinations relating to the Plan as it may deem necessary or advisable for
the administration of the Plan. The Committee's interpretation of the Plan or
any Awards granted pursuant thereto and all decisions and determinations by the
Committee with respect to the Plan shall be final, binding, and conclusive on
all parties unless otherwise determined by the Board.

5.       GRANT OF OPTIONS AND RESTRICTED STOCK AWARDS; SHARES SUBJECT TO THE
         PLAN.

The Committee may, from time to time, grant Awards of Options and/or Restricted
Stock to one or more Participants; provided, however, that:

(a)      Subject to Section 10, the aggregate number of shares of Stock made
subject to Awards may not exceed 2,950,000;

(b)      Such shares shall be deemed to have been used in payment of Awards
whether they are actually delivered or the Fair Market Value equivalent of such
shares is paid in cash. In the event any Option or Restricted Stock shall be
surrendered, terminate, expire, or be forfeited, the number of shares of Stock
no longer subject thereto shall thereupon be released and shall thereafter be
available for new Awards under the Plan to the fullest extent permitted by Rule
16b-3 under the Exchange Act (if applicable at the time); and

(c)      Stock delivered by the Company in settlement of Awards under the Plan
may be authorized and unissued Stock or Stock held in the treasury of the
Company or may be purchased on the open market or by private purchase at prices
no higher than the Fair Market Value at the time of purchase.

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6.       ELIGIBILITY.

Participants shall be limited to officers, key employees and independent
contractors of the Company and its Subsidiaries and Affiliates who have received
written notification from the Committee or from a person designated by the
Committee, that they have been selected to participate in the Plan.

7.       STOCK OPTIONS.

One or more Incentive Stock Options or Nonqualified Stock Options may be granted
to any Participant; provided, however, that Incentive Stock Options may be
granted only to employees of the Company or a Subsidiary. Each Option so granted
shall be subject to the following conditions:

(a)      Option Price. The Option Price ("Option Price") per share of Common
Stock shall be set by the Committee at the time of grant but shall not be less
than (i) in the case of an Incentive Stock Option, the Fair Market Value of a
share of Stock at the Date of Grant, and (ii) in the case of a Nonqualified
Stock Option, the par value per share of Stock.

(b)      Manner of Exercise and Form of Payment. Options which have become
exercisable may be exercised by delivery of proper notification of exercise to
the Committee. No shares of Common Stock shall be issued on the exercise of an
Option unless the Option Price is paid in full at the time of the exercise.
Payment shall be made in cash, which may be paid by check or other instrument
acceptable to the Company. In addition, subject to compliance with applicable
laws and regulations and such conditions as the Committee may impose, the
Committee may elect to accept payment of the Option Price in shares of Common
Stock of the Company which are already owned by the Holder, valued at the Fair
Market Value thereof on the date of exercise. The Committee may also allow a
Holder to exercise an Option by the use of proceeds to be received from the sale
of Common Stock issuable pursuant to the Option being exercised.

(c)      Other Terms and Conditions. If the Holder has not died or terminated,
the Option shall become exercisable in such manner and within such period or
periods ("Option Period"), not to exceed 10 years from its Date of Grant, as set
forth in the Stock Option Agreement (as defined below) to be entered into in
connection therewith:


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         (i)      Each Option shall lapse in the following situations:

                  --        ten years after it is granted;

                  --       three months after Normal Termination, except as
         otherwise provided by the Committee, or

                  --       any earlier time set forth in the Stock Option
         Agreement.

         (ii)     If the Holder ceases to be an employee, officer or consultant
or otherwise affiliated with the Company for Cause, the Option shall lapse at
the time of termination.

         (iii)    If the Holder dies within the Option Period or within 3 months
after Normal Termination (or such other period as may have been established by
the Committee), the Option shall lapse unless it is exercised within the Option
Period and in no event later than 12 months after the date of Holder's death by
the Holder's legal representative or representatives or by the person or persons
entitled to do so under the Holder's last will and testament or, if the Holder
shall fail to make testamentary disposition of such Option or shall die
intestate, by the person entitled to receive said Option under the applicable
laws of descent and distribution.

(d)      Stock Option Agreement. Each Option granted under the Plan shall be
evidenced by a "Stock Option Agreement" between the Company and the Holder of
the Option containing such provisions as may be determined by the Committee, but
shall be subject to the following terms and conditions:

         (i)      Each Option or portion thereof that is exercisable shall be
exercisable for the full amount or for any part thereof, except as otherwise
determined by the terms of the Stock Option Agreement.

         (ii)     Each share of Stock purchased through the exercise of an
Option shall be paid for in full at the time of the exercise. Each Option shall
cease to be exercisable, as to any share of Stock, when the Holder purchases the
share or when the Option lapses.

         (iii)    Options shall not be transferable by the Holder except by will
or the laws of descent and distribution and shall be exercisable during the
Holder's lifetime only by him.

         (iv)     Each Option shall become exercisable by the Holder in
accordance with the vesting schedule established by the Committee for the Award.

         (v)      Each Stock Option Agreement may contain an agreement that,
upon demand by the Committee for such a representation, the Holder shall deliver
to the Committee at the time of any exercise of an Option a written
representation that the shares to be acquired upon such exercise are to be
acquired for investment and not for resale or with a view to the distribution
thereof.

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Upon such demand, delivery of such representation prior to the delivery of any
shares issued upon exercise of an Option shall be a condition precedent to the
right of the Holder or such other person to purchase any shares. In the event
certificates for Stock are delivered under the Plan with respect to which such
investment representation has been obtained, the Committee may cause a legend or
legends to be placed on such certificates to make appropriate reference to such
representation and to restrict transfers in the absence of compliance with
applicable federal or state securities laws.

(e)      Grants to 10% Holders of Company Voting Stock. Notwithstanding Section
7(a), if an Incentive Stock Option is granted to a Holder who owns stock
representing more than 10% of the voting power of all classes of stock of the
Company or of the Company and its Subsidiaries, the period specified in the
Stock Option Agreement for which the Option thereunder is granted and at the end
of which such Option shall expire shall not exceed five years from the Date of
Grant of such Option and the Option Price shall be at least 110%of the Fair
Market Value (on the Date of Grant) of the Stock subject to the Option.

(f)      Limitation. To the extent the aggregate Fair Market Value (as
determined as of the Date of Grant) of Stock for which Incentive Stock Options
are exercisable for the first time by any Participant during any calendar year
(under all plans of the Company and its Subsidiaries) exceeds $100,000, such
excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

(g)      Order of Exercise. Options granted under the Plan may be exercised in
any order, regardless of the Date of Grant or the existence of any other
outstanding Option.

8.       RESTRICTED STOCK AWARDS.

(a)      Award of Restricted Stock.

         (i)      The Committee shall have the authority (1) to grant Restricted
Stock, (2) to issue or transfer Restricted Stock to Participants, and (3) to
establish terms, conditions and restrictions applicable to such Restricted
Stock, including the Restricted Period, which may differ with respect to each
grantee, the time or times at which Restricted Stock shall be granted or become
vested and the number of shares or units to be covered by each grant.

         (ii)     The Holder of a Restricted Stock Award shall execute and
deliver to the Corporate Secretary of the Company an agreement with respect to
Restricted Stock and escrow agreement satisfactory to the Committee and the
appropriate blank stock powers with respect to the Restricted Stock covered by
such agreements. If a Participant shall fail to execute the agreement, escrow
agreement and stock powers within such period, the Award shall be null and void.
Subject to the restrictions set forth in Section 8(b), the Holder shall
generally have the rights and privileges of a stockholder as to such Restricted
Stock, including the right to vote such Restricted Stock. At the discretion of
the Committee, cash and stock dividends with respect to the Restricted Stock may
be either currently paid or withheld by the Company for the Holder's account,
and interest may

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be paid on the amount of cash dividends withheld at a rate and subject to such
terms as determined by the Committee. Cash or stock dividends so withheld by the
Committee shall not be subject to forfeiture.

         (iii)    In the case of a Restricted Stock Award, the Committee shall
then cause stock certificates registered in the name of the Holder to be issued
and deposited together with the stock powers with an escrow agent to be
designated by the Committee. The Committee shall cause the escrow agent to issue
to the Holder a receipt evidencing any stock certificate held by it registered
in the name of the Holder.

(b)      Restrictions.

         (i)      Restricted Stock awarded to a Participant shall be subject to
the following restrictions until the expiration of the Restricted Period: (1)
the Holder shall not be entitled to delivery of the stock certificate; (2) the
shares shall be subject to the restrictions on transferability set forth in the
grant; (3) the shares shall be subject to forfeiture to the extent provided in
subpara graph (d) and, to the extent such shares are forfeited, the stock
certificates shall be returned to the Company, and all rights of the Holder to
such shares and as a stockholder shall terminate without further obligation on
the part of the Company.

         (ii)     The Committee shall have the authority to remove any or all of
the restrictions on the Restricted Stock whenever it may determine that, by
reasons of changes in applicable law or other changes in circumstances arising
after the date of the Restricted Stock Award such action is appropriate.

(c)      Restricted Period. The Restricted Period of Restricted Stock shall
commence on the Date of Grant and shall expire from time to time as to that part
of the Restricted Stock indicated in a schedule established by the Committee in
the Award agreement.

(d)      Forfeiture Provisions. In the event a Holder terminates employment
during a Restricted Period, that portion of the Award with respect to which
restrictions have not expired ("Non-Vested Portion") shall be treated as
follows:

         (i)      Resignation or discharge: The Non-Vested Portion of the Award
shall be completely forfeited.

         (ii)     Normal Termination: The Non-Vested Portion of the Award shall
be prorated for service during the Restricted Period and shall be received as
soon as practicable following termination.

         (iii)    Death: The Non-Vested Portion of the Award shall be prorated
for service during the Restricted Period and paid to the Participant's
beneficiary as soon as practicable following death.

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(e)      Delivery of Restricted Stock. Upon the expiration of the Restricted
Period with respect to any shares of Stock covered by a Restricted Stock Award,
a stock certificate evidencing the shares of Restricted Stock which have not
then been forfeited and with respect to which the Restricted Period has expired
(to the nearest full share) shall be delivered without charge to the Holder, or
his beneficiary, free of all restrictions under the Plan.

(f)      SEC Restrictions. Each certificate representing Restricted Stock
awarded under the Plan shall bear the following legend:

         "Transfer of this certificate and the shares represented hereby is
restricted pursuant to the terms of a Restricted Stock Agreement, dated as of
__________, between MedPartners, Inc. and __________. A copy of such Agreement
is on file at the offices of the Company in Birmingham, Alabama."

Stop transfer orders shall be entered with the Company's transfer agent and
registrar against the transfer of legend securities except in compliance with
the Securities Act.

9.       GENERAL.

(a)      Additional Provisions of an Award. The award of any benefit under the
Plan may also be subject to such other provisions (whether or not applicable to
the benefit awarded to any other Participant) as the Committee determines
appropriate.

(b)      Privileges of Stock Ownership. Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of stock
ownership in respect of shares of Stock which are subject to Options or
Restricted Stock Awards, hereunder until such shares have been issued to that
person upon exercise of an Option according to its terms or upon sale or grant
of those shares in accordance with a Restricted Stock Award.

(c)      Government and Other Regulations. The obligation of the Company to make
payment of Awards or otherwise shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be
required. The Company shall be under no obligation to register under the
Securities Act any of the shares of Stock paid under the Plan. If the shares
paid under the Plan may in certain circumstances be exempt from registration
under the Securities Act, the Company may restrict the transfer of such shares
in such manner as it deems advisable to ensure the availability of any such
exemption.

(d)      Withholding and Employment Taxes. At the time of exercise of an Option,
the optionee shall remit to the Company in cash all applicable federal and state
withholding and employment taxes. If and to the extent authorized and approved
by the Committee in its sole discretion, an optionee may elect, by means of a
form of election to be prescribed by the Committee, to have shares which are
acquired upon exercise of an Option withheld by the Company or tender other
shares of Common Stock or other securities of the Company owned by the optionee
to the

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Company at the time the amount of such taxes is determined in order to pay the
amount of such tax obligations, subject to the following limitations:

         (1)      each election shall be irrevocable; and

         (2)      such election shall be subject to the disapproval of the
Committee at any time;

Any Common Stock or other securities so withheld or tendered will be valued by
the Company as of the date they are withheld or tendered. Unless the Committee
otherwise determines, the optionee shall pay to the Company in cash, promptly
when the amount of such obligations become determinable, all applicable federal
and state withholding taxes resulting from the lapse of restrictions imposed on
exercise of an Option, from a transfer or other disposition of shares acquired
upon exercise of an Option or otherwise related to the Option or the shares
acquired upon exercise of the Option.

(e)      Claim to Awards and Employment Rights. No employee or other person
shall have any claim or right to be granted an Award under the Plan nor, having
been selected for the grant of an Award, to be selected for a grant of any other
Award. Neither this Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employ of the Company or
a Subsidiary or Affiliate.

(f)      Designation and Change of Beneficiary. Each Participant shall file with
the Committee a written designation of one or more persons as the beneficiary
who shall be entitled to receive the amounts payable with respect to an Award of
Restricted Stock, if any, due under the Plan upon his death. A Participant may,
from time to time, revoke or change his beneficiary designation without the
consent of any prior beneficiary by filing a new designation with the Committee.
The last such designation received by the Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Committee prior to the Participant's death,
and in no event shall it be effective as of a date prior to such receipt.

(g)      Payments to Persons Other Than Participants. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative), may, if the Committee
so directs the Company, be paid to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefor.

(h)      No Liability of Committee Members. No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by such
member or on his behalf in his capacity as a member of the Committee nor for any
mistake of judgment made in good faith,

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and the Company shall indemnify and hold harmless each member of the Committee
and each other employee, officer or director of the Company to whom any duty or
power relating to the administration or interpretation of the Plan may be
allocated or delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim) arising out of any
act or omission to act in connection with the Plan unless arising out of such
person's own fraud or bad faith; provided, however, that approval of the Board
shall be required for the payment of any amount in settlement of a claim against
any such person. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Certificate of Incorporation or ByLaws, as amended, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

(i)      Governing Law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware without reference to
the principles of conflicts of law thereof.

(j)      Funding. Except as provided under Section 8, no provision of the Plan
shall require the Company, for the purpose of satisfying any obligations under
the Plan, to purchase assets or place any assets in a trust or other entity to
which contributions are made or otherwise to segregate any assets, nor shall the
Company maintain separate bank accounts, books, records or other evidence of the
existence of a segregated or separately maintained or administered fund for such
purposes. Holders shall have no rights under the Plan other than as unsecured
general creditors of the Company, except that insofar as they may become
entitled to payment of additional compensation by performance of services, they
shall have the same rights as other employees under general law.

(k)      Transferability.

         (1)      Incentive Stock Options. No Incentive Stock Option granted
under the Plan may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. Further, all Incentive Stock Options granted to an Eligible
Employee under the Plan shall be exercisable during his or her lifetime only by
such Eligible Employee.

         (2)      Non-Qualified Stock Options. The Committee may, in its
discretion, authorize all or a portion of Non-Qualified Stock Options granted to
an Eligible Employee to be on terms which permit transfer by such Eligible
Employee to (i) Immediate Family Members, (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iii) a partnership in
which such Immediate Family Members are the only partners, provided that (x)
there may be no consideration for any such transfer, (y) the Stock Option
Agreement pursuant to which such Options are granted must be approved by the
Committee, and must expressly provide for transferability in a manner consistent
with this Section, and (z) subsequent transfers of transferred Options shall be
prohibited except those by will or the laws of descent and distribution.
Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior

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to transfer, provided that for purposes of this Plan, the term "Eligible
Employee" shall be deemed to refer to the transferee. The events of termination
of employment shall continue to be applied with respect to the original Eligible
Employee following which the Options shall be exercisable by the transferee only
to the extent, and for the periods specified in this Section 9(k).
Notwithstanding the foregoing, should the Committee provide that Options granted
be transferable, the Company by such action incurs no obligation to notify or
otherwise provide notice to a transferee of early termination of the Option. In
the event of a transfer, as set forth above, the original Eligible Employee is
and will remain subject to and responsible for any applicable withholding taxes
upon the exercise of such Options.

(l)      Reliance on Reports. Each member of the Committee and each member of
the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Subsidiaries or Affiliates and upon any other information furnished in
connection with the Plan by any person or persons other than himself.

(m)      Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company or any
Subsidiary or Affiliate except as otherwise specifically provided.

(n)      Expenses. The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries and Affiliates.

(o)      Pronouns. Masculine pronouns and other words of masculine gender shall
refer to both men and women.

(p)      Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.

10.      CHANGES IN CAPITAL STRUCTURE.

Options and Restricted Stock Awards and any agreements evidencing such Awards
shall be subject to adjustment or substitution, as determined by the Committee
in its sole discretion, as to the number, price or kind of a share of Stock or
other consideration subject to such Awards or as otherwise determined by the
Committee to be equitable (i) in the event of changes in the outstanding Stock
or in the capital structure of the Company by reason of stock dividends, stock
splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization occurring
after the Date of Grant of any such Award or (ii) in the event of any change in
applicable laws or any change in circumstances which results in or would result
in any substantial dilution or enlargement of the rights granted to, or
available for, Participants in the Plan, or which otherwise warrants equitable
adjustment because it interferes

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with the intended operation of the Plan. In addition, in the event of any such
adjustments or substitution, the aggregate number of shares of Stock available
under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any adjustment in Incentive Stock Options
under this Section 10 shall be made only to the extent not constituting a
"modification" within the meaning of Section 424(h)(3) of the Code, and any
adjustments under this Section 10 shall be made in a manner which does not
adversely affect the exemption provided pursuant to Rule 16b-3 under the
Exchange Act. The Company shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for
all purposes.

11.      EFFECT OF CHANGE IN CONTROL.

(a)      In the event of a Change in Control, notwithstanding any vesting
schedule provided for hereunder or by the Committee with respect to an Award of
Options or Restricted Stock, such Option shall become immediately exercisable
with respect to 100% of the shares subject to such Option and the Restricted
Period shall expire immediately with respect to 100% of the Restricted Stock
subject to Restrictions; provided, however, to the extent that so accelerating
the time an Incentive Stock Option may first be exercised would cause the
limitation provided in Section 7(f) to be exceeded, such Options shall instead
first become exercisable in so many of the next following years as is necessary
to comply with such limitation.

(b)      The obligations of the Company under the Plan shall be binding upon any
successor corporation or organization resulting from the merger, consolidation
or other reorganization of the Company, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of the
Company. The Company agrees that it will make appropriate provisions for the
preservation of Participant's rights under the Plan in any agreement or plan
which it may enter into or adopt to effect any such merger, consolidation,
reorganization or transfer of assets.

12.      NONEXCLUSIVITY OF THE PLAN.

Neither the adoption of this Plan by the Board nor the submission of this Plan
to the stockholders of the Company for approval shall be construed as creating
any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.

13.      AMENDMENTS AND TERMINATION.

The Committee may at any time terminate the Plan. With the express written
consent of an individual Participant, the Board may cancel or reduce or
otherwise alter the outstanding Awards thereunder if, in its judgment, the tax,
accounting, or other effects of the Plan or potential payouts thereunder would
not be in the best interest of the Company. The Committee may, at any time,

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or from time to time, amend or suspend and, if suspended, reinstate, the Plan in
whole or in part; provided, however, that without further stockholder approval,
the Committee shall not:

(a)      Increase the maximum number of shares of Stock which may be issued on
exercise of Options or pursuant to Restricted Stock Awards, except as provided
in Section 10;

(b)      Change the maximum Option Price;

(c)      Extend the maximum Option term;

(d)      Extend the termination date of the Plan;

(e)      Cancel and regrant or reprice any outstanding Option, except as
provided in Section 10; or

(f)      Change the class of persons eligible to receive Awards under the Plan.

                                      * * *

As adopted, as amended, by the Committee
as of June 27, 1997 by
unanimous written consent.
































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