<PAGE>   1
                                                                     EXHIBIT 4.7
















                             LCC INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


                             AS AMENDED MAY 25, 1999



















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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                                   PAGE
                                                                                  -----
<S>                                                                                 <C>
 1. SHARES SUBJECT TO THE PLAN........................................................1

 2. ADMINISTRATION....................................................................1

 3. INTERPRETATION....................................................................1

 4. ELIGIBLE EMPLOYEES................................................................1

 5. PARTICIPATION IN THE PLAN.........................................................2

 6. PAYROLL DEDUCTIONS................................................................2

 7. RIGHTS TO PURCHASE CLASS A
     COMMON STOCK; PURCHASE PRICE.....................................................2

 8. TIMING OF PURCHASE; PURCHASE LIMITATION...........................................3

 9. ISSUANCE OF STOCK CERTIFICATES....................................................3

10. WITHHOLDING OF TAXES..............................................................4

11. ACCOUNT STATEMENTS................................................................4

12. PARTICIPATION ADJUSTMENT..........................................................4

13. CHANGES IN ELECTIONS TO PURCHASE..................................................4

14. VOLUNTARY TERMINATION OF EMPLOYMENT OR
    DISCHARGE.........................................................................5

15. RETIREMENT........................................................................5

16. LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR
    DISABILITY........................................................................6

17. DEATH.............................................................................7

18. FAILURE TO MAKE PERIODIC CASH PAYMENTS............................................7

19. TERMINATION OF PARTICIPATION......................................................7

20. ASSIGNMENT........................................................................8
</TABLE>

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<TABLE>
<S>                                                                                 <C>
21. APPLICATION OF FUNDS..............................................................8

22. NO RIGHT TO CONTINUED EMPLOYMENT..................................................8

23. AMENDMENT OF PLAN.................................................................8

24. EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN..................................9

25. EFFECT OF CHANGES IN CAPITALIZATION...............................................9

      (a) Changes in Stock............................................................9

      (b) Reorganization in Which the Company Is the Surviving
            Corporation...............................................................9

      (c) Reorganization in Which the Company Is Not the Surviving
             Corporation or Sale of Assets or Stock...................................10

      (d) Adjustments.................................................................10

      (e) No Limitations on Company...................................................11

26. GOVERNMENTAL REGULATION...........................................................11

27. STOCKHOLDER RIGHTS................................................................11

28. RULE 16B-3........................................................................11

29. PAYMENT OF PLAN EXPENSES..........................................................11

</TABLE>

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                             LCC INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN



        The Board of Directors of LCC International, Inc. (the "Company") has
adopted this Employee Stock Purchase Plan (the "Plan") to enable eligible
employees of the Company and its participating Affiliates (as defined below),
through payroll deductions, to purchase shares of the Company's Class A common
stock, par value $0.01 per share (the "Class A Common Stock"). The Plan is for
the benefit of the employees of LCC International, Inc. and any participating
Affiliates. The Plan is intended to benefit the Company by increasing the
employees' interest in the Company's growth and success and encouraging
employees to remain in the employ of the Company or its participating
Affiliates. The provisions of the Plan are set forth below:

1.      SHARES SUBJECT TO THE PLAN.

        Subject to adjustment as provided in Section 25 below, the aggregate
number of shares of Class A Common Stock that may be made available for purchase
by participating employees under the Plan is 360,000. The shares issuable under
the Plan may, in the discretion of the Board of Directors of the Company (the
"Board"), be either authorized but unissued shares or treasury shares.

2.      ADMINISTRATION.

        The Plan shall be administered under the direction of the Compensation
Committee of the Board (the "Committee"). No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.

3.      INTERPRETATION.

        It is intended that the Plan will meet the requirements for an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986 (the
"Code"), and it is to be so applied and interpreted. Subject to the express
provisions of the Plan, the Committee shall have authority to interpret the
Plan, to prescribe, amend and rescind rules relating to it, and to make all
other determinations necessary or advisable in administering the Plan, all of
which determinations will be final and binding upon all persons.

4.      ELIGIBLE EMPLOYEES.

        Any employee of the Company or any of its participating Affiliates may
participate in the Plan, except the following, who are ineligible to
participate: (a) an employee whose customary employment is for less than five
months in any calendar year; (b) an employee whose customary employment is 20
hours or less per


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<PAGE>   5

week; and (c) an employee who, after exercising his or her rights to purchase
shares under the Plan, would own shares of Class A Common Stock (including
shares that may be acquired under any outstanding options) representing five
percent or more of the total combined voting power of all classes of stock of
the Company. The term "participating Affiliate" means any company or other trade
or business that is a subsidiary of the Company (determined in accordance with
the principles of Sections 424(e) and (f) of the Code and the regulations
thereunder). The Board may at any time in its sole discretion, if it deems it
advisable to do so, terminate the participation of the employees of a particular
participating Affiliate.

5.      PARTICIPATION IN THE PLAN.

        An eligible employee may become a participating employee in the Plan by
completing an election to participate in the Plan on a form provided by the
Company and submitting that form to the Payroll Department of the Company. The
form will authorize payroll deductions (as provided in Section 6 below) and
authorize the purchase of shares of Class A Common Stock for the employee's
account in accordance with the terms of the Plan. Enrollment will become
effective upon the first day of the first Payroll Deduction Period.

6.      PAYROLL DEDUCTIONS.

        At the time an eligible employee submits his or her election to
participate in the Plan (as provided in Section 5 above), the employee shall
elect to have deductions made from his or her pay, on each pay day following his
or her enrollment in the Plan, and for as long as he or she shall participate in
the Plan. The deductions will be credited to the participating employee's
account under the Plan. An employee may not during any Payroll Deduction Period
change his or her percentage of payroll deduction for that Payroll Deduction
Period, nor may an employee withdraw any contributed funds, other than in
accordance with Sections 13 through 19 below.

7.      RIGHTS TO PURCHASE CLASS A COMMON STOCK; PURCHASE PRICE.

        Rights to purchase shares of Class A Common Stock will be deemed granted
to participating employees as of the first trading day of each Payroll Deduction
Period. The purchase price of each share of Class A Common Stock (the "Purchase
Price") shall be determined by the Committee; provided, however, the Purchase
Price shall not be less than the lesser of 85 percent of the fair market value
of the Class A Common Stock (i) on the first trading day of the Payroll
Deduction Period or (ii) on the last trading day of such Payroll Deduction
Period; provided, further, that in no event shall the Purchase Price be less
than the par value of the Class A Common Stock. For purposes of the Plan, "fair
market value" means the value of each share of Class A Common Stock subject to
the Plan determined as follows: if



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<PAGE>   6

on the determination date the shares of Class A Common Stock are listed on an
established national or regional stock exchange, are admitted to quotation on
the National Association of Securities Dealers Automated Quotation System, or
are publicly traded on an established securities market, the fair market value
of the shares of Class A Common Stock shall be the closing price of the shares
of Class A Common Stock on such exchange or in such market (the highest such
closing price if there is more than one such exchange or market) on the trading
day immediately preceding the determination date (or if there is no such
reported closing price, the fair market value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of the shares of Class A Common Stock is
reported for such trading day, on the next preceding day on which any sale shall
have been reported. If the shares of Class A Common Stock are not listed on such
an exchange, quoted on such System or traded on such a market, fair market value
shall be determined by the Board in good faith.

8.      TIMING OF PURCHASE; PURCHASE LIMITATION.

        Unless a participating employee has given prior written notice
terminating such employee's participation in the Plan, or the employee's
participation in the Plan has otherwise been terminated as provided in Sections
14 through 19 below, such employee will be deemed to have exercised
automatically his or her right to purchase Class A Common Stock on the last
trading day of the Payroll Deduction Period (except as provided in Section 13
below) for the number of shares of Class A Common Stock which the accumulated
funds in the employee's account at that time will purchase at the Purchase
Price, subject to the participation adjustment provided for in Section 12 below
and subject to adjustment under Section 25 below. Notwithstanding any other
provision of the Plan, no employee may purchase in any one calendar year under
the Plan and all other "employee stock purchase plans" of the Company and its
participating Affiliates shares of Class A Common Stock having an aggregate fair
market value in excess of $25,000, determined as of the first trading date of
the Payroll Deduction Period as to shares purchased during such period.
Effective upon the last trading day of the Payroll Deduction Period, a
participating employee will become a stockholder with respect to the shares
purchased during such period, and will thereupon have all dividend, voting and
other ownership rights incident thereto. Notwithstanding the foregoing, no
shares shall be sold pursuant to the Plan unless the Plan is approved by the
Company's stockholders in accordance with Section 24 below.

9.      ISSUANCE OF STOCK CERTIFICATES.

        On the last trading day of the Payroll Deduction Period, a participating
employee will be credited with the number of shares of Class A Common Stock
purchased for his or her account under the Plan during such Payroll Deduction
Period. Shares purchased under the Plan will be held in the custody of an agent
(the "Agent") appointed by the Board of Directors. The Agent may hold the shares



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<PAGE>   7

purchased under the Plan in stock certificates in nominee names and may
commingle shares held in its custody in a single account or stock certificate
without identification as to individual participating employees. A participating
employee may, at any time following his or her purchase of shares under the
Plan, by written notice instruct the Agent to have all or part of such shares
reissued in the participating employee's own name and have the stock certificate
delivered to the employee.

10.     WITHHOLDING OF TAXES.

        To the extent that a participating employee realizes ordinary income in
connection with a sale or other transfer of any shares of Class A Common Stock
purchased under the Plan, the Company may withhold amounts needed to cover such
taxes from any payments otherwise due and owing to the participating employee or
from shares that would otherwise be issued to the participating employee
hereunder. Any participating employee who sells or otherwise transfers shares
purchased under the Plan within two years after the beginning of the Payroll
Deduction Period in which the shares were purchased must within 30 days of such
transfer notify the Payroll Department of the Company in writing of such
transfer.

11.     ACCOUNT STATEMENTS.

        The Company will cause the Agent to deliver to each participating
employee a statement for each Payroll Deduction Period during which the employee
purchases Class A Common Stock under the Plan, reflecting the amount of payroll
deductions during the Payroll Deduction Period, the number of shares purchased
for the employee's account, the price per share of the shares purchased for the
employee's account and the number of shares held for the employee's account at
the end of the Payroll Deduction Period.

12.     PARTICIPATION ADJUSTMENT.

        If in any Payroll Deduction Period the number of unsold shares that may
be made available for purchase under the Plan pursuant to Section 1 above is
insufficient to permit exercise of all rights deemed exercised by all
participating employees pursuant to Section 8 above, a participation adjustment
will be made, and the number of shares purchasable by all participating
employees will be reduced proportionately. Any funds then remaining in a
participating employee's account after such exercise will be refunded to the
employee.

13.     CHANGES IN ELECTIONS TO PURCHASE.

        (a) A participating employee (other than a participating employee who is
an executive officer of the Company who is subject to Section 16(b) under the
Securities Exchange Act of 1934, as amended, (the "Exchange Act")) may, at any
time prior to



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<PAGE>   8

the last day of the Payroll Deduction Period, by written notice to the Company,
direct the Company to cease payroll deductions (or, if the payment for shares is
being made through periodic cash payments, notify the Company that such payments
will be terminated), in accordance with the following alternatives:

               (i) The employee's option to purchase shall be reduced to the
number of shares which may be purchased, as of the last day of the Payroll
Deduction Period, with the amount then credited to the employee's account; or

               (ii) Withdraw the amount in such employee's account and terminate
such employee's option to purchase.

        (b) Any participating employee may increase or decrease his or her
payroll deduction or periodic cash payments, to take effect on the first day of
the next Payroll Deduction Period, by delivering to the Company a new form
regarding election to participate in the Plan under Section 5 above.


14.     VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE.

        In the event a participating employee (other than a participating
employee who is an executive officer of the Company who is subject to Section
16(b) under the Exchange Act) voluntarily leaves the employ of the Company or a
participating Affiliate, otherwise than by retirement under a plan of the
Company or a participating Affiliate, or is discharged prior to the last day of
the Payroll Deduction Period, the amount in the employee's account will be
distributed and the employee's option to purchase will terminate. In the event a
participating employee who is subject to Section 16(b) under the Exchange Act
voluntarily leaves the employ of the Company or a participating Affiliate,
otherwise than by retirement under a plan of the Company or a participating
Affiliate, or is discharged prior to the last day of the Payroll Deduction
Period, the employee's option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account.

15.     RETIREMENT.

        In the event a participating employee (other than a participating
employee who is an officer of the Company who is subject to Section 16(b) under
the Exchange Act) who has an option to purchase shares leaves the employ of the
Company or a participating Affiliate because of retirement under a plan of the
Company or a participating Affiliate, the participating employee may elect,
within 10 days after the date of such retirement, one of the following
alternatives:

        (a) The employee's option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account; or

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        (b) Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

        In the event the participating employee does not make an election within
the aforesaid 10-day period, he or she will be deemed to have elected subsection
15(b) above; provided, however, that a participating employee who is an officer
of the Company who is subject to Section 16(b) under the Exchange Act will
receive shares of Class A Common Stock pursuant to subsection 16(a).

16.     LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY.

        Payroll deductions for shares for which a participating employee has an
option to purchase may be suspended during any period of absence of the employee
from work due to lay-off, authorized leave of absence or disability or, if the
employee so elects, periodic payments for such shares may continue to be made in
cash provided, however, that if such employee is an officer of the Company who
is subject to Section 16(b) under the Exchange Act, such periodic payments must
be continued in cash.

        If such employee returns to active service prior to the last day of the
Payroll Deduction Period, the employee's payroll deductions will be resumed and
if said employee did not make periodic cash payments during the employee's
period of absence, the employee shall, by written notice to the Company's
Payroll Department within 10 days after the employee's return to active service,
but not later than the last day of the Payroll Deduction Period, elect:

        (a)    To make up any deficiency in the employee's account resulting
from a suspension of payroll deductions by an immediate cash payment;

        (b) Not to make up such deficiency, in which event the number of shares
to be purchased by the employee shall be reduced to the number of whole shares
which may be purchased with the amount, if any, then credited to the employee's
account plus the aggregate amount, if any, of all payroll deductions to be made
thereafter; or

        (c)    Withdraw the amount in the employee's account and terminate the
employee's option to purchase.

        A participating employee on lay-off, authorized leave of absence or
disability on the last day of the Payroll Deduction Period shall deliver written
notice to his or her employer on or before the last day of the Payroll Deduction
Period, electing one of the alternatives provided in the foregoing clauses (a),
(b) and (c) of this Section 16. If any employee fails to deliver such written
notice within 10 days after the employee's return to active service or by the
last day of the Payroll Deduction


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<PAGE>   10

Period, whichever is earlier, the employee shall be deemed to have elected
subsection 16(c) above.

        If the period of a participating employee's lay-off, authorized leave of
absence or disability shall terminate on or before the last day of the Payroll
Deduction Period, and the employee shall not resume active employment with the
Company or a participating Affiliate, the employee shall receive a distribution
in accordance with the provisions of Section 15 of this Plan.


17.     DEATH.

        In the event of the death of a participating employee while the
employee's option to purchase shares is in effect, the legal representatives of
such employee may, within three months after the employee's death (but no later
than the last day of the Payroll Deduction Period) by written notice to the
Company or participating Affiliate, elect one of the following alternatives:

        (a) The employee's option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account; or

        (b) Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

        In the event the legal representatives of such employee fail to deliver
such written notice to the Company or participating Affiliate within the
prescribed period, the election to purchase shares shall terminate and the
amount, then credited to the employee's account shall be paid to such legal
representatives; provided, however, that the estate of a participating employee
who is an officer of the Company who is subject to Section 16(b) under the
Exchange Act will receive shares of Class A Common Stock pursuant to subsection
17(a).


18.     FAILURE TO MAKE PERIODIC CASH PAYMENTS.

        Under any of the circumstances contemplated by this Plan, where the
purchase of shares is to be made through periodic cash payments in lieu of
payroll deductions, the failure to make any such payments shall reduce, to the
extent of the deficiency in such payments, the number of shares purchasable
under this Plan.


19.     TERMINATION OF PARTICIPATION.

        A participating employee will be refunded all moneys in his or her
account, and his or her participation in the Plan will be terminated if either
(a) the Board elects to terminate the Plan as provided in Section 24 below, or
(b) the employee


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ceases to be eligible to participate in the Plan under Section 4 above. As soon
as practicable following termination of an employee's participation in the Plan,
the Company will deliver to the employee a check representing the amount in the
employee's account and a stock certificate representing the number of whole
shares held in the employee's account. Once terminated, participation may not be
reinstated for the then current Payroll Deduction Period, but, if otherwise
eligible, the employee may elect to participate in any subsequent Payroll
Deduction Period.

20.     ASSIGNMENT.

        No participating employee may assign his or her rights to purchase
shares of Class A Common Stock under the Plan, whether voluntarily, by operation
of law or otherwise. Any payment of cash or issuance of shares of Class A Common
Stock under the Plan may be made only to the participating employee (or, in the
event of the employee's death, to the employee's estate). Once a stock
certificate has been issued to the employee or for his or her account, such
certificate may be assigned the same as any other stock certificate.

21.     APPLICATION OF FUNDS.

        All funds received or held by the Company under the Plan may be used for
any corporate purpose until applied to the purchase of Class A Common Stock
and/or refunded to participating employees. Participating employees' accounts
will not be segregated nor will participating employees be entitled to receive
interest with respect to any such funds.

22.     NO RIGHT TO CONTINUED EMPLOYMENT.

        Neither the Plan nor any right to purchase Class A Common Stock under
the Plan confers upon any employee any right to continued employment with the
Company or any of its participating Affiliates, nor will an employee's
participation in the Plan restrict or interfere in any way with the right of the
Company or any of its participating Affiliates to terminate the employee's
employment at any time.

23.     AMENDMENT OF PLAN.

        The Board may, at any time, amend the Plan in any respect (including an
increase in the percentage specified in Section 7 above used in calculating the
Purchase Price); provided, however, that without approval of the stockholders of
the Company no amendment shall be made (a) increasing the number of shares
specified in Section 1 above that may be made available for purchase under the
Plan (except as provided in Section 25 below), (b) changing the eligibility
requirements for participating in the Plan, or (c) impairing the vested rights
of participating employees.

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24.     EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN.

        The Plan shall be effective as of the date of adoption by the Board,
which date is set forth below, subject to approval of the Plan by a majority of
the votes present and entitled to vote at a duly held meeting of the
shareholders of the Company at which a quorum representing a majority of all
outstanding voting stock is present, either in person or by proxy; provided,
however, that upon approval of the Plan by the shareholders of the Company as
set forth above, all rights to purchase shares granted under the Plan on or
after the effective date shall be fully effective as if the shareholders of the
Company had approved the Plan on the effective date. If the shareholders fail to
approve the Plan on or before one year after the effective date, the Plan shall
terminate, any rights to purchase shares granted hereunder shall be null and
void and of no effect, and all contributed funds shall be refunded to
participating employees. The Board may terminate the Plan at any time and for
any reason or for no reason, provided that such termination shall not impair any
rights of participating employees that have vested at the time of termination.
In any event, the Plan shall, without further action of the Board, terminate ten
(10) years after the date of adoption of the Plan by the Board or, if earlier,
at such time as all shares of Class A Common Stock that may be made available
for purchase under the Plan pursuant to Section 1 above have been issued.

25.     EFFECT OF CHANGES IN CAPITALIZATION.


        (a)    CHANGES IN STOCK.

        If the number of outstanding shares of Class A Common Stock is increased
or decreased or the shares of Class A Common Stock are changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend, or other distribution
payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the effective
date of the Plan, the number and kinds of shares that may be purchased under the
Plan shall be adjusted proportionately and accordingly by the Company. In
addition, the number and kind of shares for which rights are outstanding shall
be similarly adjusted so that the proportionate interest of a participating
employee immediately following such event shall, to the extent practicable, be
the same as immediately prior to such event. Any such adjustment in outstanding
rights shall not change the aggregate Purchase Price payable by a participating
employee with respect to shares subject to such rights, but shall include a
corresponding proportionate adjustment in the Purchase Price per share.


        (b)    REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING CORPORATION.



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        Subject to Subsection (c) of this Section 25, if the Company shall be
the surviving corporation in any reorganization, merger or consolidation of the
Company with one or more other corporations, all outstanding rights under the
Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Class A Common Stock subject to such rights would have been
entitled immediately following such reorganization, merger or consolidation,
with a corresponding proportionate adjustment of the Purchase Price per share so
that the aggregate Purchase Price thereafter shall be the same as the aggregate
Purchase Price of the shares subject to such rights immediately prior to such
reorganization, merger or consolidation.


        (c)    REORGANIZATION IN WHICH THE COMPANY IS NOT THE SURVIVING
               CORPORATION OR SALE OF ASSETS OR STOCK.

        Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon a
sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Company is the surviving corporation) approved by
the Board that results in any person or entity owning more than 80 percent of
the combined voting power of all classes of stock of the Company, the Plan and
all rights outstanding hereunder shall terminate, except to the extent provision
is made in writing in connection with such transaction for the continuation of
the Plan and/or the assumption of the rights theretofore granted, or for the
substitution for such rights of new rights covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and exercise prices, in which event the Plan
and rights theretofore granted shall continue in the manner and under the terms
so provided. In the event of any such termination of the Plan, the Payroll
Deduction Period shall be deemed to have ended on the last trading day prior to
such termination, and in accordance with Section 9 above the rights of each
participating employee then outstanding shall be deemed to be automatically
exercised on such last trading day. The Board shall send written notice of an
event that will result in such a termination to all participating employees not
later than the time at which the Company gives notice thereof to its
stockholders.

        (d)    ADJUSTMENTS.

        Adjustments under this Section 25 related to stock or securities of the
Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.


                                      -10-
<PAGE>   14

        (e)    NO LIMITATIONS ON COMPANY.

        The grant of a right pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

26.     GOVERNMENTAL REGULATION.

        The Company's obligation to issue, sell and deliver shares of Class A
Common Stock pursuant to the Plan is subject to such approval of any
governmental authority and any national securities exchange or other market
quotation system as may be required in connection with the authorization,
issuance or sale of such shares.

27.     STOCKHOLDER RIGHTS.

        Any dividends paid on shares held by the Company for a participating
employee's account will be transmitted to the employee. The Company will deliver
to each participating employee who purchases shares of Class A Common Stock
under the Plan, as promptly as practicable by mail or otherwise, all notices of
meetings, proxy statements, proxies and other materials distributed by the
Company to its stockholders. Any shares of Class A Common Stock held by the
Agent for an employee's account will be voted in accordance with the employee's
duly delivered and signed proxy instructions. There will be no charge to
participating employees in connection with such notices, proxies and other
materials.

28.     RULE 16B-3.

        Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor provision under the Exchange Act. If
any provision of the Plan or action by the Board fails to so comply, it shall be
deemed null and void to the extent permitted by law and deemed advisable by the
Board. Moreover, in the event the Plan does not include a provision required by
Rule 16b-3 to be stated herein, such provision (other than one relating to
eligibility requirements, or the price and amount of awards) shall be deemed
automatically to be incorporated by reference into the Plan.

29.     PAYMENT OF PLAN EXPENSES.

        The Company will bear all costs of administering and carrying out the
Plan.

                                      * * *

                                      -11-
<PAGE>   15

        This Plan was duly adopted and approved by the Board of Directors of the
Company by resolution at a meeting held on the 23rd of July, 1996.



                                            ------------------------
                                            Secretary of the Company


        This Plan was duly approved by the stockholders of the Company at a
meeting of the stockholders held on the 26th of August, 1996.






                                            ------------------------
                                            Secretary of the Company


                                      -12-