THE AMENDED AND RESTATED
                  1996 EQUITY PARTICIPATION PLAN
                                OF
                    BLOWOUT ENTERTAINMENT, INC.

     Blowout  Entertainment,  Inc., a Delaware corporation (the "Company"),
adopted The 1996 Equity Participation  Plan of Blowout Entertainment, Inc.,
effective  March  21,  1996, for the benefit  of  its  eligible  employees,
consultants and directors  and  desires  to amend and restate the same upon
the terms of this, The Amended and Restated  1996 Equity Participation Plan
of Blowout Entertainment, Inc. (the "Plans").   The  Plan  consists  of two
plans, one for the benefit of key Employees (as such term is defined below)
and  consultants  and one for the benefit of Independent Directors (as such
term is defined below).

The purposes of this Plan are as follows:

     (1)  To provide  an  additional incentive for directors, key Employees
and consultants to further the growth, development and financial success of
the  Company by personally benefiting  through  the  ownership  of  Company
stock.

     (2)  To  enable  the  Company  to  obtain  and  retain the services of
directors, key Employees and consultants considered essential  to  the long
range  success of the Company by offering them an opportunity to own  stock
in the Company.

                             ARTICLE 1

                            DEFINITIONS

     2.1.1  GENERAL.   Wherever  the  following terms are used in this Plan
they shall have the meaning specified below,  unless  the  context  clearly
indicates otherwise.

     2.1.2  AWARD LIMIT.  "Award Limit" shall mean 150,000 shares of Common
Stock.

     2.1.3 BOARD.   "Board"  shall  mean  the  Board  of  Directors  of the
Company.

     2.1.4  CHANGE IN CONTROL.  "Change in Control" shall mean a change  in
ownership or  control  of  the  Company  effected  through  either  of  the
following transactions:

          (a)  any  person  or  related  group  of  persons (other than the
     Company  or  a  person  that  directly  or  indirectly   controls,  is
     controlled  by, or is under commoncontrol with, the Company)  directly
     or indirectly  acquires  beneficial  (within the meaning of Rule 13d-3
     under  the  Exchange Act) of securities  possessing  more  than  fifty
     percent (50%)  of  the  total  combined  voting power of the Company's
     outstanding securities pursuant to a tender  or  exchange  offer  made
     directly  to  the  Company's  stockholders  which  the  Board does not
     recommend such stockholders to accept; or

          (b)  there  is  a change in the composition of the Board  over  a
     period of thirty-six (36)  consecutive  months  (or  less) such that a
     majority of the Board members (rounded up to the nearest whole number)
     ceases,  by reason of one or more proxy contests for the  election  of
     Board members, to be comprised of individuals who either (i) have been
     Board members  continuously  since  the  beginning  of  such period or
     (ii)  have  been  elected  or nominated for election as Board  members
     during  such  period by at least  a  majority  of  the  Board  members
     described in clause  (i)  who  were  still  in office at the time such
     election or nomination was approved by the Board.

     2.1.5 CODE.  "Code" shall mean the Internal Revenue  Code  of 1986, as
amended.

     2.1.6 COMMITTEE.  "Committee" shall mean the Compensation Committee of
the  Board,  or  another  committee of the Board, appointed as provided  in
Section 6.1.

     2.1.7 COMMON STOCK.  "Common Stock" shall mean the common stock of the
Company, par value $.01 per  share,  and any equity security of the Company
issued  or  authorized  to  be  issued in the  future,  but  excluding  any
preferred stock and any warrants,  options  or  other  rights  to  purchase
Common Stock.  Debt securities of the Company convertible into Common Stock
shall be deemed equity securities of the Company.


     2.1.8  COMPANY.   "Company" shall mean Blowout Entertainment, Inc.,  a
Delaware corporation.

     2.1.9 CORPORATE TRANSACTION.   "Corporate  Transaction" shall mean any
of the following stockholder-approved transactions  to which the Company is
a party:

          (a) a merger or consolidation in which the  Company  is  not  the
     surviving  entity,  except  for a transaction the principal purpose of
     which is to change the State  in  which  the  Company is incorporated,
     form a holding company or effect a similar reorganization  as  to form
     whereupon  this  Plan  and  all  Options  are assumed by the successor
     entity;

          (b) the sale, transfer, exchange or other  disposition  of all or
     substantially   all   of  the  assets  of  the  Company,  in  complete
     liquidation or dissolution of the Company in a transaction not covered
     by the exceptions to clause (a), above; or

          (c) any reverse merger  in  which  the  Company  is the surviving
     entity  but  in  which  securities possessing more than fifty  percent
     (50%) of the total combined  voting power of the Company's outstanding
     securities are transferred to  a person or person different from those
     who held such securities immediately prior to such merger.

     2.1.10 DIRECTOR.  "Director" shall mean a member of the Board.

     2.1.11 EMPLOYEE.  "Employee" shall  mean any officer or other employee
(as defined in accordance with Section 3401(c) of the Code) of the Company,
or of any corporation which is a Subsidiary, or of Rentrak Corporation.

     2.1.12  EXCHANGE  ACT.   "Exchange  Act"  shall  mean  the  Securities
Exchange Act of 1934, as amended.

     2.1.13 FAIR MARKET VALUE.  "Fair Market  Value"  of  a share of Common
Stock  as  of  a given date shall be (i) the closing price of  a  share  of
Common Stock on  the principal exchange on which shares of Common Stock are
then trading, if any  (or as reported on any composite index which includes
such principal exchange),  on  such  date,  or if shares were not traded on
such date, then on the next preceding date on  which  a  trade occurred; or
(ii) if Common Stock is not traded on an exchange but is quoted  on  NASDAQ
or   a   successor   quotation   system,   the  mean  between  the  closing
representative bid and asked prices for the Common Stock on the trading day
previous to such date as reported by NASDAQ  or  such  successor  quotation
system; or (iii) if Common Stock is not publicly traded on an exchange  and
not quoted on NASDAQ or a successor quotation system, the Fair Market Value
of  a  share of Common Stock as established by the Committee (or the Board,
in the case  of  Options  granted  to Independent Directors) acting in good
faith.

     2.1.14 INCENTIVE STOCK OPTION.  "Incentive Stock Option" shall mean an
option which conforms to the applicable  provisions  of  Section 422 of the
Code and which is designated as an Incentive Stock Option by the Committee.

     2.1.15  INDEPENDENT  DIRECTOR.  "Independent Director"  shall  mean  a
member of the Board who is not an Employee of the Company.

     2.1.16 NON-OUALIFIED STOCK OPTION.  "Non-Qualified Stock Option" shall
mean an Option which is not  designated as an Incentive Stock Option by the
Committee.

     2.1.17 OPTION.  "Option"  shall  mean  a  stock  option  granted under
Article  III  of  this  Plan.  An Option granted under this Plan shall,  as
determined by the Committee,  be  either a Non-Qualified Stock Option or an
Incentive  Stock  Option;  PROVIDED,  HOWEVER,   that  Options  granted  to
Independent Directors and consultants shall be Non-Qualified Stock Options.

     2.1.18  OPTIONEE.   "Optionee" shall mean an Employee,  consultant  or
Independent Director granted an Option under this Plan.

     2.1.19 PLAN.  "Plan"  shall mean The 1996 Equity Participation Plan of
Blowout Entertainment, Inc.

     2.1.20 QDRO.  "QDRO" shall  mean  a qualified domestic relations order
as  defined  by  the  Code  or Title I of the  Employee  Retirement  Income
Security Act of 1974, as amended, or the rules thereunder.
     2.1.21 RULE 16B-3.  "Rule  16b-3"  shall  mean that certain Rule 16b-3
under the Exchange Act, as such Rule may be amended from time to time.

     2.1.22  SUBSIDIARY.  "Subsidiary" shall mean  any  corporation  in  an
unbroken chain  of  corporations  beginning with the Company if each of the
corporations other than the last corporation  in  the  unbroken  chain then
owns  stock  possessing  50  percent  or more of the total combined* voting
power of all classes of stock in one of  the  other  corporations  in  such
chain.

     2.1.23 TERMINATION OF CONSULTANCY.  "Termination of Consultancy" shall
mean  the  time  when  the  engagement  of  Optionee as a consultant to the
Company  or  a Subsidiary is terminated for any  reason,  with  or  without
cause, including,  but not by way of limitation, by resignation, discharge,
death  or  retirement;   but   excluding  terminations  where  there  is  a
simultaneous commencement of employment with the Company or any Subsidiary.
The Committee, in its absolute discretion,  shall  determine  the effect of
all   matters   and  questions  relating  to  Termination  of  Consultancy,
including, but not  by  way  of  limitation,  the  question  of  whether  a
Termination  of  Consultancy  resulted from a discharge for good cause, and
all  questions  of  whether  particular   leaves   of   absence  constitute
Terminations of Consultancy.  Notwithstanding any other provision  of  this
Plan,  the Company or any Subsidiary has an absolute and unrestricted right
to terminate  a consultant's service at any time for any reason whatsoever,
with or without cause, except to the extent expressly provided otherwise in
writing.

     2.1.24 TERMINATION  OF  DIRECTORSHIP.   "Termination  of Directorship"
shall mean the time when an Optionee who is an Independent Director  ceases
to be a Director for any reason, including, but not by way of limitation, a
termination  by  resignation,  failure  to be elected, death or retirement.
The Board, in its sole and absolute discretion,  shall determine the effect
of all matters and questions relating to Termination  of  Directorship with
respect to Independent Directors.

     2.1.25  TERMINATION OF EMPLOYMENT.  "Termination of Employment"  shall
mean the time  when the employee-employer relationship between the Optionee
and the Company  or  any  Subsidiary  is terminated for any reason, with or
without cause, including, but not by way  of  limitation,  a termination by
resignation,  discharge,  death,  disability  or retirement; but  excluding
(i) terminations where there is a simultaneous  reemployment  or continuing
employment  of  an Optionee by the Company or any Subsidiary, (ii)  at  the
discretion of the  Committee,  terminations  which  result  in  a temporary
severance   of   the  employee-employer  relationship,  and  (iii)  at  the
discretion  of the  Committee,  terminations  which  are  followed  by  the
simultaneous establishment of a consulting relationship by the Company or a
Subsidiary with  the  former  employee.   The  Committee,  in  its absolute
discretion,  shall  determine  the  effect  of  all  matters  and questions
relating  to  Termination  of  Employment,  including,  but  not by way  of
limitation,  the  question of whether a Termination of Employment  resulted
from a discharge for  good  cause,  and all questions of whether particular
leaves of absence constitute Terminations of Employment; PROVIDED, HOWEVER,
that, unless otherwise determined by  the  Committee  in  its discretion, a
leave  of  absence,  change  in  status  from an employee to an independent
contractor  or  other  change in the employee-employer  relationship  shall
constitute a Termination  of  Employment  if,  and to the extent that, such
leave  of absence, change in status or other change  interrupts  employment
for the  purposes  of Section 422(a)(2) of the Code and the then applicable
regulations and revenue  rulings  under  said Section.  Notwithstanding any
other provision of this Plan, the Company or any Subsidiary has an absolute
and unrestricted right to terminate an Employee's  employment  at  any time
for  any  reason  whatsoever,  with  or without cause, except to the extent
expressly provided otherwise in writing.

                             ARTICLE 2

                      SHARES SUBJECT TO PLAN

     2.2.1 Shares Subject to Plan.

          (a) The shares of stock subject to Options shall be Common Stock,
     initially shares of the Company's  Common  Stock,  par  value $.01 per
     share.  The aggregate number of such shares which may be  issued  upon
     exercise of such options under the Plan shall not exceed 500,000.  The
     shares  of  Common Stock issuable upon exercise of such options may be
     either previously authorized but unissued shares or treasury shares.

          (b) The  maximum number of shares which may be subject to options
     granted under the  Plan to any individual in any fiscal year shall not
     exceed the Award Limit.   To  the extent required by Section 162(m) of
     the Code, shares subject to Options which are cancelled continue to be
     counted against the Award Limit  and if, after grant of an Option, the
     price of shares subject to such Option  is reduced, the transaction is
     treated as a cancellation of the Option and  a  grant  of a new Option
     and both the Option deemed to be canceled and the Option  deemed to be
     granted are counted against the Award Limit.

     2.2.2  ADD-BACK  OF  OPTIONS.   If  any Option expires or is cancelled
without having been fully exercised, the number  of  shares subject to such
Option  but  as  to  which  such  Option  was  not exercised prior  to  its
expiration or cancellation may again be optioned  hereunder, subject to the
limitations  of Section 2.1.  Furthermore, any shares  subject  to  Options
which are adjusted  pursuant  to  Section  7.3  and become exercisable with
respect  to  shares  of stock of another corporation  shall  be  considered
cancelled and may again  be optioned, hereunder, subject to the limitations
of  Section  2.1.  Shares of  Common  Stock  which  are  delivered  by  the
Optioneeor withheld  by  the  Company  upon  the exercise of any Option, in
payment of the exercise price thereof, may again  be  optioned  or  granted
hereunder, subject to the limitations of Section 2.1.  Notwithstanding  the
provisions  of  this  Section  2.2,  no shares of Common Stock may again be
optioned, if such action would cause an  Incentive  Stock Option to fail to
qualify as an incentive stock option under Section 422 of the Code.

                             ARTICLE 3

                        GRANTING OF OPTIONS

     2.3.1  ELIGIBILITY.   Any  Employee  or  consultant  selected  by  the
Committee pursuant to Section 3.4(a)(i) shall be eligible to  be granted an
Option.  Each Independent Director of the Company shall be eligible  to  be
granted Options at the times and in the manner set forth in Section 3.4(d).

     2.3.2  DISQUALIFICATION FOR STOCK OWNERSHIP.  No person may be granted
an Incentive  Stock  Option under this Plan if such person, at the time the
Incentive Stock Option  is  granted,  owns  stock  possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company or any then existing subsidiary or parent  thereof  unless such
Incentive Stock Option conforms to the applicable provisions of Section 422
of the Code.

     2.3.3  QUALIFICATION  OF INCENTIVE STOCK OPTIONS.  No Incentive  Stock
Option shall be granted to any person who is not an Employee.

     2.3.4 GRANTING OF OPTIONS.

          (a) The Committee  shall  from  time  to  time,  in  its absolute
     discretion, and subject to applicable limitations of this Plan:

               (i)  Determine which Employees are key Employees and  select
          from among  the key Employees or consultants (including Employees
          or consultants  who  have  previously received Options under this
          Plan) such of them as in its opinion should be granted Options;

               (ii) Subject to the Award  Limit,  determine  the  number of
          shares to be subject to such Options granted to the selected  key
          Employees or consultants;

               (iii)  Determine  whether  such  Options are to be Incentive
          Stock Options or Non-Oualified Stock Options; and

               (iv)  Determine the terms and conditions  of  such  Options,
          consistent with  this Plan; PROVIDED, HOWEVER, that the terms and
          conditions of Options  intended  to  qualify as performance-based
          compensation  as described in Section 162(m)(4)(C)  of  the  Code
          shall include,  but  not be limited to, such terms and conditions
          as  may  be  necessary  to  meet  the  applicable  provisions  of
          Section 162(m) of the Code.

          All Options granted to Optionees subject to Section 162(m) of the
     Code with an exercise price equal  to  or greater than the Fair Market
     Value of the Common Stock on the date of  such grant shall be intended
     to  qualify  as  performance-based  compensation   as   described   in
     Section  162(m)(4)(C)  of  the  Code  unless  the  Committee otherwise
     determines.

          (b)  Upon  the  selection of a key Employee or consultant  to  be
     granted an Option, the  Committee  shall instruct the Secretary of the
     Company to issue the Option and may  impose  such  conditions  on  the
     grant  of  the  Option  as it deems appropriate.  Without limiting the
     generality  of the preceding  sentence,  the  Committee  may,  in  its
     discretion and  on  such  terms  as it deems appropriate, require as a
     condition on the grant of an Option  to an Employee or consultant that
     the Employee or consultant surrender for  cancellation  some or all of
     the  unexercised  Options  or  other rights which have been previously
     granted to him under this Plan or  otherwise.  An Option, the grant of
     which is conditioned upon such surrender,  may  have  an  option price
     lower  (or higher) than the exercise price of such surrendered  Option
     or other  right, may cover the same (or a lesser or greater) number of
     shares as such  surrendered  Option  or  other right, may contain such
     other  terms  as  the  Committee  deems  appropriate,   and  shall  be
     exercisable in accordance with its terms, without regard to the number
     of  shares,  price, exercise period or any other term or condition  of
     such surrendered Option or other right.

          (c) Any Incentive  Stock  Option  granted  under this Plan may be
     modified by the Committee to disqualify such option  from treatment as
     an "incentive stock option" under Section 422 of the Code.

          (d)  (i)  During  the  term of the Plan, each person  who  is  an
     Independent Director as of the date of the consummation of the initial
     public offering of Common Stock  automatically shall be granted (A) an
     Option to purchase 5,000 shares of Common Stock (subject to adjustment
     as  provided  in  Section 7.3) on the  date  of  such  initial  public
     offering and (B) an  Option  to  purchase 1,000 shares of Common Stock
     (subject to adjustment as provided in Section 7.3) on the date of each
     annual meeting of stockholders after  such  initial public offering at
     which the Independent Director is reelected to  the Board.  During the
     term of the Plan, a person who is initially elected to the Board after
     the consummation of the initial public offering of  Common  Stock  and
     who  is  an  Independent Director at the time of such initial election
     automatically  shall be granted (A) an Option to purchase 5,000 shares
     of Common Stock  (subject to adjustment as provided in Section 7.3) on
     the date of such initial  election and (B) an Option to purchase 1,000
     shares  of  Common  Stock  (subject   to  adjustment  as  provided  in
     Section 7.3) on the date of each annual  meeting of stockholders after
     such initial election at which the Independent  Director  is reelected
     to  the Board.  Members of the Board who are employees of the  Company
     who subsequently  retire from the Company and remain on the Board will
     not receive an initial  Option  grant  pursuant  to  clause (A) of the
     preceding  sentence,  but  to  the  extent  that  they  are  otherwise
     eligible,  will  receive,  after  retirement from employment with  the
     Company, Options as described in clause (B) of the preceding sentence.
     All the foregoing Option grants authorized  by  this Section 3.4(d)(i)
     have been approved by the stockholders of the Company.   For  purposes
     of this Plan, "initial public offering" shall include the distribution
     (the  "Distribution")  to  holders  of  the  common  stock  of Rentrak
     Corporation, an Oregon corporation ("Rentrak"), pursuant to which such
     holders will receive as a dividend one share of Common Stock for every
     8.34  shares of common stock of Rentrak on or about November 25,  1996
     (the "Distribution Date").

          (ii) The Board may from time to time, in its absolute discretion,
     and subject to applicable limitations of this Plan:

               (A)  Determine  whether,  in  its  opinion,  the Independent
          Directors (or any of them) should be granted Non-Qualified  Stock
          Options   in   addition   to  the  Options  granted  pursuant  to
          Section 3.4(d)(i);

               (B) Subject to the Award  Limit,  determine  the  number  of
          shares  to be subject to such Non-Qualified Stock Options granted
          to selected Independent Directors; and

               (C)  Determine the terms and conditions of such NonQualified
          Stock Options, consistent with this Plan.

                             ARTICLE 4

                         TERMS OF OPTIONS

     2.4.1 OPTION AGREEMENT.   Each  Option shall be evidenced by a written
Stock Option Agreement, which shall be  executed  by  the  Optionee  and an
authorized  officer  of  the Company and which shall contain such terms and
conditions as the Committee  (or  the Board, in the case of Options granted
to  Independent  Directors) shall determine,  consistent  with  this  Plan.
Stock  Option  Agreements   evidencing   Options  intended  to  qualify  as
performance-based compensation as described  in Section 162(m)(4)(C) of the
Code shall contain such terms and conditions as  may  be  necessary to meet
the  applicable  provisions  of  Section 162(m) of the Code.  Stock  Option
Agreements evidencing Incentive Stock  Options shall contain such terms and
conditions  as  may  be  necessary  to meet the  applicable  provisions  of
Section 422 of the Code.

     2.4.2 OPTION PRICE.  The price per share of the shares subject to each
Option shall be set by the Committee  (or  the  Board,  the case of Options
granted to Independent Directors); PROVIDED, HOWEVER, that such price shall
be no less than the par value of a share of Common Stock,  unless otherwise
permitted  by applicable state law, and (i) in the case of Incentive  Stock
Options and Options intended to qualify as performancebased compensation as
described in  Section 162(m)(4)(C) of the Code such price shall not be less
than 100% of the  Fair  Market Value of a share of Common Stock on the date
the Option is granted; (ii)  in the case of Incentive Stock Options granted
to an individual then owning (within  the  meaning of Section 424(d) of the
Code) more than 10% of the total combined voting  power  of  all classes of
stock of the Company or any subsidiary or parent thereof such  price  shall
not  be  less than 110% of the Fair Market Value of a share of Common Stock
on the date the Option is granted; and (iii) in the case of Options granted
to Independent  Directors  pursuant  to Section 3.4(d)(i), such price shall
equal 100% of the Fair Market Value of  a share of Common Stock on the date
the Option is granted; PROVIDED, HOWEVER,  that  the  price  of  each share
subject  to  each  Option  granted  to  Independent  Directors  pursuant to
Section  3.4(d)(i)  on  the  date  of the initial public offering of Common
Stock shall equal the initial public  offering  price  (net of underwriting
discounts  and commissions) per share of Common Stock or  the  Fair  Market
Value of a share of Common Stock on the Distribution Date.

     2.4.3 OPTION  TERM.   The  term  of  an  Option  shall  be  set by the
Committee  (or  the  Board,  in  the case of Options granted to Independent
Directors) in its discretion; PROVIDED,  HOWEVER,  that, (i) in the case of
Options granted to Independent Directors pursuant to Section 3.4(d)(i), the
term shall be ten (10) years from the date the Option  is  granted, without
variation  or  acceleration  hereunder,  but  subject to Section  5.6,  and
(ii) in the case of Incentive Stock Options, the  term  shall  not  be more
than ten (10) years from the date the Incentive Stock Option is granted, or
five  (5) years from such date if the Incentive Stock Option is granted  to
an individual  then  owning  (within  the  meaning of Section 424(d) of the
Code) more than 10% of the total combined voting  power  of  all classes of
stock  of  the  Company  or  any  subsidiary or parent thereof.  Except  as
limited by requirements of Section  422  of  the  Code  and regulations and
rulings thereunder applicable to Incentive Stock Options, the Committee may
extend  the  term  of  any  outstanding  Option  in  connection  with   any
Termination of Employment or Termination of Consultancy of the Optionee, or
amend  any  other  term  or  condition  of  such  Option relating to such a
termination.

     2.4.4 OPTION VESTING.

          (a) The period during which the right to  exercise  an  Option in
     whole  or  in part vests in the Optionee shall be set by the Committee
     (or  the  Board,  in  the  case  of  Options  granted  to  Independent
     Directors)  and  the  Committee  (or the Board, in the case of Options
     granted to Independent Directors) may determine that an Option may not
     be exercised in whole or in part for  a  specified  period after it is
     granted; PROVIDED, HOWEVER, that, unless the Committee  (or the Board,
     in  the  case  of Options granted to Independent Directors)  otherwise
     provides in the  terms  of the Option or otherwise, no Option shall be
     exercisable by any Optionee  who  is then subject to Section 16 of the
     Exchange Act within the period ending six months and one day after the
     date  the  Option  is  granted; and provided,  further,  that  Options
     granted to Independent Directors  pursuant  to Section 3.4(d)(i) shall
     become exercisable in cumulative annual installments of 25% on each of
     the  first,  second, third and fourth anniversaries  of  the  date  of
     Option grant,  without  variation  or acceleration hereunder except as
     provided in Section 7.3(c).  At any time after grant of an Option, the
     Committee (or the Board, in the case of Options granted to Independent
     Directors) may, in its sole and absolute  discretion  and  subject  to
     whatever terms and conditions it selects, accelerate the period during
     which  an  Option (except an Option granted to an Independent Director
     pursuant to Section 3.4(d)(i)) vests.

          (b) No portion of an Option which is unexercisable at Termination
     of  Employment,   Termination   of   Directorship  or  Termination  of
     Consultancy,  as  applicable,  shall  thereafter  become  exercisable,
     except as may be otherwise provided by the Committee (or the Board, in
     the case of Options granted to the Independent  Directors)  either  in
     the  Stock  Option  Agreement  or  by  action of the Committee (or the
     Board, as the case may be) following the grant of the Option.

          (c) To the extent that the aggregate  Fair  Market Value of stock
     with respect to which "incentive stock options" (within the meaning of
     Section 422 of the Code, but without regard to Section  422(d)  of the
     Code)  are  exercisable  for  the first time by an Optionee during any
     calendar year (under the Plan and  all  other  incentive  stock option
     plans  of  the  Company  and  any  Subsidiary) exceeds $100,000,  such
     Options  shall  be  treated  as Nonequalized  Options  to  the  extent
     required by Section 422 of the  Code.   The  rule  set  forth  in  the
     preceding  sentence shall be applied by taking Options into account in
     the  order  in   which  they  were  granted.   For  purposes  of  this
     Section 4.4(c), the  Fair Market Value of stock shall be determined as
     of the time the Option with respect to such stock is granted.

     2.4.5 CONSIDERATION.   In  consideration of the granting of an Option,
the Optionee shall agree, in the  written Stock Option Agreement, to remain
in the employ of (or to consult for  or to serve as an Independent Director
of, as applicable) the Company or any  Subsidiary  for a period of at least
one  year  (or  such  shorter period as may be fixed in  the  Stock  Option
Agreement or by action of the Committee or the Board following grant of the
Option) after the Option  is  granted  (or until the next annual meeting of
stockholders  of  the Company, in the case  of  an  Independent  Director).
Nothing in this Plan  or  in  any  Stock  Option  Agreement hereunder shall
confer upon any Optionee any right to continue in the  employ  of,  or as a
consultant  for,  the  Company  or  any Subsidiary, or as a director of the
Company, or shall interfere with or restrict  in  any way the rights of the
Company  and  any  Subsidiary,  which  are  hereby expressly  reserved,  to
discharge  any  Optionee  at any time for any reason  whatsoever,  with  or
without good cause.

                             ARTICLE 5

                        EXERCISE OF OPTIONS

     2.5.1 PARTIAL EXERCISE.   An  exercisable  Option  may be exercised in
whole or in part.  However, an Option shall not be exercisable with respect
to  fractional  shares  and  the Committee (or the Board, in  the  case  of
Options granted to Independent Directors) may require that, by the terms of
the Option, a partial exercise  be  with  respect  to  a  minimum number of
shares.

     2.5.2  MANNER OF EXERCISE.  All or a portion of an exercisable  Option
shall be deemed  exercised  upon  delivery  of  all of the following to the
Secretary of the Company or his office:

          (a)  A  written  notice  complying  with  the   applicable  rules
     established by the Committee or the Board stating that  the Option, or
     a  portion thereof, is exercised.  The notice shall be signed  by  the
     Optionee  or other person then entitled to exercise the Option or such
     portion;

          (b) Such  representations  and  documents as the Committee or the
     Board, in its absolute discretion, deems  necessary  or  advisable  to
     effect compliance with all applicable provisions of the Securities Act
     of 1933, as amended, and any other federal or state securities laws or
     regulations.   The Committee or Board may, in its absolute discretion,
     also take whatever  additional  actions it deems appropriate to effect
     such  compliance including, without  limitation,  placing  legends  on
     share certificates  and  issuing  stop-transfer  notices to agents and
     registrars;

          (c) In the event that the Option shall be exercised  pursuant  to
     Section  7.1  by  any  person  or  persons  other  than  the Optionee,
     appropriate  proof of the right of such person or persons to  exercise
     the Option; and

          (d) Full  cash  payment  to  the Secretary of the Company for the
     shares  with  respect  to which the Option,  or  portion  thereof,  is
     exercised.  However, the  Committee  (or  the  Board,  in  the case of
     Options  granted  to  Independent  Directors),  may  in its discretion
     (i) allow a delay in payment up to thirty (30) days from  the date the
     Option, or portion thereof, is exercised; (ii) allow payment, in whole
     or  in part, through the delivery of shares of Common Stock  owned  by
     the Optionee,  duly  endorsed  for transfer to the Company with a Fair
     Market Value on the date of delivery  equal  to the aggregate exercise
     price of the Option or exercised portion thereof; (iii) allow payment,
     in whole or in part, through the surrender of  shares  of Common Stock
     then issuable upon exercise of the Option having a Fair  Market  Value
     on  the  date of Option exercise equal to the aggregate exercise price
     of the Option  or  exercised  portion  thereof; (iv) allow payment, in
     whole or in part, through the delivery of  property  of any kind which
     constitutes  good  and valuable consideration; (v) allow  payment,  in
     whole or in part, through  the  delivery of a full recourse promissory
     note  bearing  interest (at no less  than  such  rate  as  shall  then
     preclude the imputation  of  interest under the Code) and payable upon
     such  terms  as may be prescribed  by  the  Committee  or  the  Board;
     (vi) allow payment,  in  whole  or  in part, through the delivery of a
     notice that the Optionee has placed a  market sell order with a broker
     with respect to shares of Common Stock then  issuable upon exercise of
     the Option, and that the broker has been directed  to pay a sufficient
     portion of the net proceeds of the sale to the Company in satisfaction
     of  the  Option  exercise  price; or (vii) allow payment  through  any
     combination   of  the  consideration   provided   in   the   foregoing
     subparagraphs (ii),  (iii),  (iv),  (v)  and  (vi).   In the case of a
     promissory note, the Committee (or the Board, in the case  of  Options
     granted to Independent Directors) may also prescribe the form of  such
     note  and  the security to be given for such note.  The Option may not
     be exercised,  however,  by delivery of a promissory note or by a loan
     from the Company when or where  such loan or other extension of credit
     is prohibited by law.

     2.5.3 CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES.  The Company shall
not be required to issue or deliver any  certificate  or  certificates  for
shares  of  stock  purchased  upon  the  exercise  of any Option or portion
thereof prior to fulfillment of all of the following conditions:

          (a)  The  admission  of  such  shares  to listing  on  all  stock
     exchanges on which such class of stock is then listed;

          (b) The completion of any registration or  other qualification of
     such shares under any state or federal law, or under  the  rulings  or
     regulations  of  the  Securities  and Exchange Commission or any other
     governmental regulatory body which  the  Committee  or Board shall, in
     its absolute discretion, deem necessary or advisable;

          (c)  The  obtaining of any approval or other clearance  from  any
     state or federal  governmental  agency  which  the  Committee or Board
     shall,  in  its  absolute  discretion,  determine  to be necessary  or
     advisable;

          (d)  The  lapse of such reasonable period of time  following  the
     exercise of the  Option  as  the Committee or Board may establish from
     time to time for reasons of administrative convenience; and

          (e) The receipt by the Company  of  full payment for such shares,
     including payment of any applicable withholding tax.

     2.5.4 RIGHTS AS STOCKHOLDERS.  The holders  of  Options  shall not be,
nor have any of the rights or privileges of, stockholders of the Company in
respect  of  any  shares  purchasable upon the exercise of any part  of  an
Option unless and until certificates  representing  such  shares  have been
issued by the Company to such holders.

     2.5.5  OWNERSHIP  AND  TRANSFER  RESTRICTIONS.  The Committee (or  the
Board, in the case of Options granted to  Independent  Directors),  in  its
absolute  discretion,  may  impose  such  restrictions on the ownership and
transferability of the shares purchasable upon the exercise of an Option as
it deems appropriate.  Any such restriction  shall  be  set  forth  in  the
respective   Stock   Option  Agreement  and  may  be  referred  to  on  the
certificates  evidencing  such  shares.   The  Committee  may  require  the
Employee to give  the Company prompt notice of any disposition of shares of
Common Stock acquired  by  exercise  of  an  Incentive  Stock Option within
(i)  two  years from the date of granting such Option to such  Employee  or
(ii) one year  after  the  transfer  of  such shares to such Employee.  The
Committee may direct that the certificates  evidencing  shares  acquired by
exercise  of  an Option refer to such requirement to give prompt notice  of
disposition.

     2.5.6 LIMITATIONS  ON  EXERCISE  OF  OPTIONS  GRANTED  TO  INDEPENDENT
DIRECTORS.   Unless  earlier  terminated pursuant to Section 7.3(c)(ii)  or
7.3(c)(viii), no Option granted  to  an  Independent  Director  pursuant to
Section 3.4(d)(i) may be exercised to any extent by anyone after  the first
to occur of the following events::

          (a)  the  expiration  of twelve (12) months from the date of  the
     Optionee's death;

          (b) the expiration of twelve  (12)  months  from  the date of the
     Optionee's Termination of Directorship by reason of his  permanent and
     total disability (within the meaning of Section 22(e)(3) of the Code);

          (c)  the  expiration  of  three (3) months from the date  of  the
     Optionee's Termination of Directorship  for any reason other than such
     Optionee's  death or his permanent and total  disability,  unless  the
     Optionee dies within said three-month period; or

          (d) the  expiration  of  ten  years  from the date the Option was
     granted.

                             ARTICLE 6

                          ADMINISTRATION

     2.6.1 COMPENSATION COMMITTEE.  The Compensation  Committee (or another
committee of the Board assuming the functions of the Committee  under  this
Plan)  shall  consist solely of two or more Independent Directors appointed
by and holding  office at the pleasure of the Board, each of whom is both a
"non-employee director"  as defined by Rule 16b-3 and an-"outside director"
for purposes of Section 162(m)  of  the  Code.   Appointment  of  Committee
members  shall  be  effective  upon  acceptance  of appointment.  Committee
members may resign at any time by delivering written  notice  to the Board.
Vacancies in the Committee may be filled by the Board.

     2.6.2  DUTIES  AND POWERS OF COMMITTEE.  It shall be the duty  of  the
Committee to conduct  the general administration of this Plan in accordance
with its provisions.  The  Committee shall have the power to interpret this
Plan and the agreements pursuant to which Options are granted, and to adopt
such rules for the administration,  interpretation, and application of this
Plan as are consistent therewith and to interpret, amend or revoke any such
nobles.   Notwithstanding  the foregoing,  the  full  Board,  acting  by  a
majority of its members in office, shall conduct the general administration
of the Plan with respect to  Options granted to Independent Directors.  Any
such grant under this Plan need  not  be  the  same  with  respect  to each
Optionee.   Any  such  interpretations  and rules with respect to Incentive
Stock Options shall be consistent with the provisions of Section 422 of the
Code.  In its absolute discretion, the Board  may at any time and from time
to time exercise any and all rights and duties  of the Committee under this
Plan.

     2.6.3 MAJORITY RULE; UNANIMOUS WRITTEN CONSENT.   The  Committee shall
act  by  a  majority of its members in attendance at a meeting at  which  a
quorum is present  or by a memorandum or other written instrument signed by
all members of the Committee.

     2.6.4  COMPENSATION;  PROFESSIONAL  ASSISTANCE;  GOOD  FAITH  ACTIONS.
Members of the Committee shall receive such compensation for their services
as members as may be determined by the Board.  All expenses and liabilities
which members  of the Committee incur in connection with the administration
of this Plan shall  be  borne  by the Company.  The Committee may, with the
approval  of  the  Board,  employ  attorneys,   consultants,   accountants,
appraisers, brokers, or other persons.  The Committee, 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  Committee or the Board in
good faith shall be final and binding upon all Optionees,  the  Company and
all  other interested persons.  No members of the Committee or Board  shall
be personally  liable  for any action, determination or interpretation made
in good faith with respect  to  this Plan or Options and all members of the
Committee and the Board shall be  fully protected by the Company in respect
of any such action, determination or interpretation.

                             ARTICLE 7

                     MISCELLANEOUS PROVISIONS

     2.7.1 NOT TRANSFERABLE.  Options  under  this  Plan  may  not be sold,
pledged, assigned, or transferred in any manner other than by will  or  the
laws  of  descent  and distribution or pursuant to a QDRO, unless and until
the shares underlying such Options have been issued.  No Option or interest
or right therein shall be liable for the debts, contracts or engagements of
the  Optionee  or his  successors  in  interest  or  shall  be  subject  to
disposition by transfer,  alienation,  anticipation,  pledge,  encumbrance,
assignment  or  any  other  means whether such disposition be voluntary  or
involuntary  or  by  operation  of   law  by  judgment,  levy,  attachment,
garnishment  or  any  other  legal  or  equitable   proceedings  (including
bankruptcy), and any attempted disposition thereof shall  be  null and void
and  of no effect, except to the extent that such disposition is  permitted
by the preceding sentence.

     During  the  lifetime  of the Optionee, only he may exercise an Option
(or any portion thereof) granted  to him under the Plan, unless it has been
disposed of pursuant to a QDRO.  After  the  death  of  the  Optionee,  any
exercisable  portion  of an Option may, prior to the time when such portion
becomes  unexercisable under  the  Plan  or  the  applicable  Stock  Option
Agreement,  be  exercised  by  his personal representative or by any person
empowered to do so under the deceased  Optionee's  will  or  under the then
applicable laws of descent and distribution.

     2.7.2  AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN.   Except  as
otherwise provided  in  this  Section  7.2,  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 or the Committee.  However, without
approval of the Company's stockholders given within twelve months before or
after the action by the Board  or  the Committee, no action of the Board or
the Committee may, except as provided  in  Section 7.3, increase the limits
imposed in Section 2.1 on the maximum number  of shares which may be issued
under this Plan or modify the Award Limit, and  no  action  of the Board or
the  Committee  may  be  taken  that  would  otherwise  require stockholder
approval as a matter of applicable law, regulation or rule.   No amendment,
suspension  or termination of this Plan shall, without the consent  of  the
holder of Options,  alter  or  impair  any  rights or obligations under any
Options, theretofore granted, unless the award  itself  otherwise expressly
so provides.  No Options may be granted during any period  of suspension or
after  termination  of  this Plan, and in no event may any Incentive  Stock
Option be granted under this Plan after the first to occur of the following
events:

          (a) The expiration of ten years from the date the Plan is adopted
     by the Board; or

          (b) The expiration  of  ten  years  from  the  date  the  Plan is
     approved by the Company's stockholders under Section 7.4.

     2.7.3 CHANGES IN COMMON STOCK OR ASSETS OF THE COMPANY, ACQUISITION OR
LIQUIDATION OF THE COMPANY AND OTHER CORPORATE EVENTS.

          (a)  Subject  to Sections 7.3(e), in the event that the Committee
     determines that any  dividend  or  other  distribution (whether in the
     form  of  cash, Common Stock, other securities,  or  other  property),
     recapitalization,  reclassification, stock split, reverse stock split,
     reorganization,    merger,    consolidation,    split-up,    spin-off,
     combination, repurchase,  liquidation, dissolution, or sale, transfer,
     exchange or other disposition  of  all  or  substantially  all  of the
     assets of the Company, or exchange of Common Stock or other securities
     of  the  Company,  issuance  of  warrants  or other rights to purchase
     Common  Stock  or other securities of the Company,  or  other  similar
     corporate transaction or event, in the Committee's sole discretion (or
     in the case of Options  granted  to Independent Directors, the Board's
     sole discretion), affects the Common  Stock such that an adjustment is
     determined  by the Committee to be appropriate  in  order  to  prevent
     dilution or enlargement of the benefits or potential benefits intended
     to be made available under the Plan or with respect to an Option, then
     the Committee  (or  the  Board,  in  the  case  of  Options granted to
     Independent Directors) shall, in such manner as it may deem equitable,
     adjust any or all of

               (i) the number and kind of shares of Common  Stock (or other
          securities  or  property)  with respect to which Options  may  be
          granted  under  the  Plan  (including,   but   not   limited  to,
          adjustments  of  the  limitations  in  Section 2.1 on the maximum
          number and kind of shares which may be issued  and adjustments of
          the Award Limit),

               (ii) the number and kind of shares of Common Stock (or other
          securities or property) subject to outstanding Options, and

               (iii)  the  grant  or  exercise  price with respect  to  any
          Option.

          (b) Subject to Sections 7.3(e), in the  event  of  any  corporate
     transaction  or  other event described in Section 7.3(a) which results
     in shares of Common  Stock being exchanged for or converted into cash,
     securities (including  securities  of  another  corporation)  or other
     property, the Committee will have the right to terminate this Plan  as
     of  the  date  of  the event or transaction, in which case all Options
     granted under this Plan  shall  become the right to receive such cash,
     securities or other property, net of any applicable exercise price.

          (c) Subject to Sections 7.3(c)(vi)  and  7.3(e),  in the event of
     any  corporate transaction or other event described in Section  7.3(a)
     or any  unusual  or  nonrecurring transactions or events affecting the
     Company, any affiliate  of the Company, or the financial statements of
     the  Company or any affiliate,  or  of  changes  in  applicable  laws,
     regulations, or accounting principles, the Committee (or the Board, in
     the  case   of  Options  granted  to  Independent  Directors)  in  its
     discretion is  hereby  authorized  to  take  any  one  or  more of the
     following actions whenever the Committee (or the Board, in the case of
     Options granted to Independent Directors) determines that such  action
     is  appropriate  in  order  to  prevent dilution or enlargement of the
     benefits or potential benefits intended to be made available under the
     Plan or with respect to any Options  under  this  Plan,  to facilitate
     such transactions or events or to give effect to such changes in laws,
     regulations or principles:

               (i) In its sole and absolute discretion, and on  such  terms
          and  conditions  as  it  deems appropriate, the Committee (or the
          Board, in the case of Options  granted  to Independent Directors)
          may provide, either automatically or upon the Optionee's request,
          for either the purchase of any such Option  for an amount of cash
          equal  to  the  amount  that  could have been attained  upon  the
          exercise of such Option or realization  of  the Optionee's rights
          had  such  Option been currently exercisable or  payable  or  the
          replacement of such Option with other rights or property selected
          by the Committee (or the Board, in the case of Options granted to
          Independent Directors) in its sole discretion;

               (ii) In  its sole and absolute discretion, and on such terms
          and conditions  as  it  deems  appropriate, the Committee (or the
          Board, in the case of Options granted  to  Independent Directors)
          may  provide,  either by the terms of such Option  or  by  action
          taken prior to the  occurrence of such transaction or event, that
          it cannot be exercised after such event;

               (iii) In its sole and absolute discretion, and on such terms
          and conditions as it  deems  appropriate,  the  Committee (or the
          Board,  in the case of Options granted to Independent  Directors)
          may provide,  either  by  the  terms  of such Option or by action
          taken prior to the occurrence of such transaction  or event, that
          for a specified period of time prior to such transaction or event
          such  Option,  shall  be  exercisable  as  to  all shares covered
          thereby,   notwithstanding   anything   to   the   contrary    in
          (i) Section 4.4 or (ii) the provisions of such Option;
               (iv)  In its discretion, and on such terms and conditions as
          it deems appropriate, the Committee (or the Board, in the case of
          Options granted  to Independent Directors) may provide, either by
          the  terms of such  Option  or  by  action  taken  prior  to  the
          occurrence  of  such  transaction or event, that upon such event,
          such Option, be assumed by the successor corporation, or a parent
          or subsidiary thereof,  or  shall  be  substituted for by similar
          options,  rights or awards covering the stock  of  the  successor
          corporation,  or a parent or subsidiary thereof, with appropriate
          adjustments as to the number and kind of shares and prices; and

               (v) In its  discretion,  and on such terms and conditions as
          it deems appropriate, the Committee (or the Board, in the case of
          Options granted to Independent Directors) may make adjustments in
          the  number  and  type  of  shares  of  Common  Stock  (or  other
          securities or property) subject to outstanding  Options and/or in
          the  terms  and  conditions of (including the grant  or  exercise
          price), and the criteria  included in, outstanding Options, which
          may be granted in the future.

               (vi)  None  of the foregoing  discretionary  terms  of  this
          Section 7.3(c) shall be permitted with respect to Options granted
          under Section 3.4(d)  to Independent Directors to the extent that
          such discretion would be  inconsistent  with  the requirements of
          Rule 16b-3.  In the event of a Change in Control  or  a Corporate
          Transaction,  to  the  extent  that  the Board does not have  the
          ability under Rule 16b-3 to take or to  refrain  from  taking the
          discretionary actions set forth above, each Option granted  to an
          Independent  Director  shall  be  exercisable  as  to  all shares
          covered  thereby  upon such Change in Control or during the  five
          days immediately preceding  the  consummation  of  such Corporate
          Transaction  and  subject  to  such consummation, notwithstanding
          anything to the contrary in Section  4.4  or the vesting schedule
          of such Options.  In the event of a Corporate Transaction, to the
          extent that the Board does not have the ability  under Rule 16b-3
          to take or to refrain from taking the discretionary  actions  set
          forth  above, no Option granted to an Independent Director may be
          exercised following such Corporate Transaction unless such Option
          is, in connection  with  such Corporate Transaction, either to be
          assumed  by  the successor or  survivor  corporation  (or  parent
          thereof) or to  be  replaced with a comparable right with respect
          to shares of the capital  stock  of  the  successor  or  survivor
          corporation  (or  parent  thereof);  PROVIDED, HOWEVER, that such
          termination  shall not occur until after  the  related  Corporate
          Transaction has closed and appropriate arrangements shall be made
          to permit any  Options  outstanding to be exercised in connection
          with such closing; and PROVIDED, FURTHER, that any Option granted
          or  deemed  regranted  within   six   months  of  such  Corporate
          Transaction shall remain exercisable until  the expiration of six
          months  and one day from the later of the date  such  Option  was
          granted or  the date such Option was deemed regranted unless such
          Option earlier expires pursuant to Section 5.6.

               (vii) A  Stock  Option  Agreement,  in the discretion of the
          Committee,  may  provide  that  in  the  event of  any  Corporate
          Transaction, each outstanding Option shall,  immediately prior to
          the  effective  date of the Corporate Transaction,  automatically
          become fully exercisable  for  all  of the shares of Common Stock
          subject to such Option.  A Stock Option  Agreement  may,  in  the
          discretion  of  the  Committee,  further  provide that the Option
          subject to such agreement shall not so accelerate  if  and to the
          extent:   (i)  such  Option  is, in connection with the Corporate
          Transaction, either to be assumed  by  the  successor or survivor
          corporation  (or  parent  thereof)  or  to  be  replaced  with  a
          comparable right with respect to shares of the capital  stock  of
          the  successor  or  survivor  corporation  (or  parent  thereof),
          (ii) such Option is to be replaced with a cash incentive  program
          of  the  successor  or  survivor  corporation which preserves the
          economic  value  of  the  right  at the  time  of  the  Corporate
          Transaction and provides for subsequent payout in accordance with
          the same vesting schedule applicable  to  such right or (iii) the
          acceleration of exercisability of such Option is subject to other
          limitations imposed by the Committee at the  time  of grant.  The
          determination of comparability of rights under clause  (i)  above
          shall  be  made  by the Committee, and its determination shall be
          final, binding and conclusive.

          (d) Subject to Sections  7.3(e)  and  7.8,  the Committee (or the
     Board, in the case of Options granted to Independent  Directors)  may,
     in its discretion, include such further provisions and limitations  in
     any  Option  agreement or certificate, as it may deem equitable and in
     the best interests of the Company.

          (e) With  respect to Incentive Stock Options and Options intended
     to qualify as performance-based  compensation under Section 162(m), no
     adjustment or action described in  this  Section  7.3  or in any other
     provision  of  the  Plan shall be authorized to the extent  that  such
     adjustment or action would cause the Plan to violate Section 422(b)(1)
     of the Code or would  cause  such  option  to fail to so qualify under
     Section  162(m),  as  the  case  may  be, or any successor  provisions
     thereto.   Furthermore,  no  such  adjustment   or   action  shall  be
     authorized  to  the  extent  such  adjustment or action would  violate
     Section 16 or the exemptive conditions  of  Rule 16b-3.  The number of
     shares of Common Stock subject to any option,  right  or  award  shall
     always be rounded to the next whole number.

     2.7.4  APPROVAL  OF PLAN BY STOCKHOLDERS.  On March 21, 1996, The 1996
Equity Participation Plan  of  Blowout  Entertainment, Inc. was approved by
the written consent of holders of a majority  of  the outstanding shares of
Common Stock.

     2.7.5  TAX  WITHHOLDING.   The  Company shall be entitled  to  require
payment  in  cash  or deduction from other  compensation  payable  to  each
Optionee of any sums  required  by  federal,  state  or local tax law to be
withheld with respect to the issuance, vesting or exercise  of  any Option.
Subject  to the timing requirements of Section 5.3, the Committee  (or  the
Board, in  the case of Options granted to Independent Directors) may in its
discretion and  in  satisfaction  of  the  foregoing requirement allow such
Optionee  to  elect to have the Company withhold  shares  of  Common  Stock
otherwise issuable  under  such  Option  (or  allow the return of shares of
Common Stock) having a Fair Market Value equal  to  the sums required to be
withheld.

     2.7.6 LOANS.  The Committee may, in its discretion, extend one or more
loans to key Employees in connection with the exercise  or  receipt  of  an
Option  granted under this Plan.  The terms and conditions of any such loan
shall be set by the Committee.

     2.7.7  FORFEITURE  PROVISIONS.   Pursuant  to its general authority to
determine the terms and conditions applicable to awards under the Plan, the
Committee  (or  the  Board, in the case of Options granted  to  Independent
Directors)  shall have  the  right  (to  the  extent  consistent  with  the
requirements  of  Rule  16b-3) to provide, in the terms of Options or other
awards made under the Plan,  or  to  require  the  recipient  to  agree  by
separate written instrument, that (i) any proceeds, gains or other economic
benefit  actually  or  constructively  received  by  the recipient upon any
receipt  or exercise of the award, or upon the receipt  or  resale  of  any
Common Stock  underlying  such  award,  must  be  paid  to the Company, and
(ii) the award shall terminate and any unexercised portion  of  such  award
(whether  or  not  vested)  shall  be  forfeited,  if  (a) a Termination of
Employment,  Termination  of  Consultancy  or  Termination of  Directorship
occurs  prior  to  a  specified  date,  or within a specified  time  period
following receipt or exercise of the award,  or  (b)  the  recipient at any
time,  or  during  a  specified  time  period,  engages in any activity  in
competition with the Company, or which is inimical,  contrary or harmful to
the interests of the Company, as further defined by the  Committee  (or the
Board, as applicable).

     2.7.8    LIMITATIONS    APPLICABLE   TO   SECTION   16   PERSONS   AND
PERFORMANCE-BASED COMPENSATION.   Notwithstanding  any  other  provision of
this Plan, this Plan, and any Option granted to any individual who  is then
subject  to  Section  16  of  the  Exchange  Act,  shall  be subject to any
additional  limitations  set forth in any applicable exemptive  rule  under
Section 16 of the Exchange  Act  (including  any amendment to Rule 16b-3 of

the  Exchange  Act)  that  are  requirements for the  application  of  such
exemptive rule.  To the extent permitted  by  applicable  law, the Plan and
Options  granted hereunder shall be deemed amended to the extent  necessary
to conform to such applicable exemptive rule.  Furthermore, notwithstanding
any other  provision  of  this  Plan,  any  Option  intended  to qualify as
performance-based compensation as described in Section 162(m)(4)(C)  of the
Code   shall  be  subject  to  any  additional  limitations  set  forth  in
Section  162(m)  of  the Code (including any amendment to Section 162(m) of
the  Code)  or  any regulations  or  rulings  issued  thereunder  that  are
requirements  for   qualification   as  performance-based  compensation  as
described in Section 162(m)(4)(C) of  the  Code,  and  this  Plan  shall be
deemed amended to the extent necessary to conform to such requirements.

     2.7.9  EFFECT  OF  PLAN  UPON  OPTIONS  AND  COMPENSATION  PLANS.  The
adoption of this Plan shall not affect any other compensation or  incentive
plans  in  effect for the Company or any Subsidiary.  Nothing in this  Plan
shall be construed  to  limit the right of the Company (i) to establish any
other forms of incentives  or  compensation  for  Employees,  Directors  or
consultants  of  the  Company  or any Subsidiary or (ii) to grant or assume
options or other rights otherwise  than  under this Plan in connection with
any proper corporate purpose including but  not  by  way of limitation, the
grant  or  assumption  of  options  in connection with the  acquisition  by
purchase, lease, merger, consolidation or otherwise, of the business, stock
or assets of any corporation, partnership, firm or association.

     2.7.10 COMPLIANCE WITH LAWS.  This  Plan,  the granting and vesting of
Options under this Plan and the issuance and delivery  of  shares of Common
Stock  and  the  payment of money under this Plan or under Options  granted
hereunder are subject  to  compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal
securities law and federal margin  requirements)  and  to such approvals by
any listing, regulatory or governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith.
Any  securities  delivered  under  this  Plan  shall  be  subject  to  such
restrictions, and the person acquiring such securities shall,  if requested
by the Company, provide such assurances and representations to the  Company
as  the  Company  may deem necessary or desirable to assure compliance with
all applicable legal  requirements.   To the extent permitted by applicable
law, the Plan and Options granted hereunder  shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.

     2.7.11 TITLES.  Titles are provided herein  for  convenience  only and
are  not  to  serve  as  a basis for interpretation or construction of this
Plan.

     2.7.12 GOVERNING LAW.  This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State
of Delaware without regard to conflicts of laws thereof.

                               * * *

     I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of the Company on November 25, 1996.

     Executed on this 25th day of November, 1996.




                                   /s/ Karl D. Wetzel
                                   Karl D. Wetzel