EXHIBIT  4.1
------------

                 2002 AMENDED AND RESTATED STOCK INCENTIVE PLAN
                                       OF
                           POMEROY IT SOLUTIONS, INC.

     1.     PURPOSE OF THE PLAN.  This 2002 Amended and Restated Stock Incentive
Plan  of  Pomeroy  IT  Solutions,  Inc.  is  intended to encourage Employees and
Consultants  of  the  Company  and its Subsidiaries to acquire or increase their
ownership  of  Common Stock of the Company on reasonable terms.  The opportunity
so  provided  is  intended  to  foster in participants a strong incentive to put
forth maximum effort for the continued success and growth of the Company and its
Subsidiaries, to aid in retaining individuals who put forth such efforts, and to
assist  in  attracting  the  best  available  individuals to the Company and its
Subsidiaries  in  the  future.   Stock  Awards  granted  under  the  Plan may be
Options,  Restricted  Stock  or  Stock  Appreciation  Rights.

     2.     DEFINITIONS.  When  used  herein, the following terms shall have the
meaning  set  forth  below:


                                        8
<PAGE>
     2.1      "Administrator" means the Board or any of its Committees appointed
pursuant  to  Section  4  of  the  Plan.

     2.2     "Award"  means  an  Option,  Restricted Stock or Stock Appreciation
Rights.

     2.3     "Award Agreement" means a written agreement in such form as may be,
from  time  to  time,  hereafter  approved by the Committee, which shall be duly
executed  by the Company and the Employee and/or Consultants, as applicable, and
which sets forth the terms and conditions of an Award under the Plan.

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

     2.5     "Common  Stock"  means  shares  of  the Company's common stock, par
value  .01  per  share.

     2.6     "Code" means the Internal Revenue Code of 1986, as amended.

     2.7     "Committee" means the Committee appointed by the Board of Directors
in accordance with paragraph (a) of Section 4 of the Plan.

     2.8     "Company" means Pomeroy IT Solutions, Inc.

     2.9     "Consultant" means any person, including an advisor, who is engaged
by the Company or any Parent or Subsidiary to render services and is compensated
for  such  services.

     2.10     "Continuous  Status  as  an  Employee"  means  the  absence of any
interruption  or  termination  of  employment relationship by the Company or any
Subsidiary. Continuous Status as an Employee shall not be considered interrupted
in  the  case  of: (i) sick leave; (ii) military leave; (iii) any other leave of
absence  approved  by the Board, provided that such leave is for a period of not
more  than  ninety  (90)  days,  unless reemployment upon the expiration of such
leave  is  guaranteed  by  contract  or  statute,  or  unless provided otherwise
pursuant  to Company policy adopted from time to time; or (iv) transfers between
locations  of  the  Company  or  between  the  Company,  it  Subsidiaries or its
successor.

     2.11     "Employee"  means  any  person,  including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of  a  director's  fee  by  the  Company  shall  not be sufficient to constitute
"employment"  by  the  Company.

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

     2.13     "Fair Market Value" means, as of any date, the value of the Common
Stock  determined  as  follows:

          (i)     If  the  Common  Stock  is  listed  on  any  established stock
exchange  or  a  national market system, including without limitation the Nasdaq
National Market, its Fair Market Value shall be the closing sales price for such
stock  (or  the closing bid, if no sales were reported) as quoted on such system
or  exchange  for the last market trading day prior to the time of determination
as reported in the Wall Street Journal or such other source as the Administrator
deems  reliable;  or

          (ii)     If  the  Common  Stock  is  quoted  on NASDAQ (but not on the
National  Market  System thereof) or regularly quoted by a recognized securities
dealer  but  selling prices are not reported, its Fair Market Value shall be the
mean between the high and low asked prices for the Common Stock; or

          (iii)     In  the  absence  of  an  established  market for the Common
Stock,  the  Fair  Market Value thereof shall be determined in good faith by the
Administrator.


                                        9
<PAGE>
     2.14     "Incentive  Stock Option" means an Option meeting the requirements
and  containing the limitations and restrictions set forth in Section 422 of the
Code, as amended, and the regulations promulgated thereunder.

     2.15     "Non-Qualified  Stock  Option"  means  an  Option  not intended to
qualify  as  an  Incentive  Stock  Option

     2.16     "Option"  means an Incentive Stock Option or a Non-Qualified Stock
Option.

     2.17     "Optioned  Stock"  means  the  Common  Stock subject to an Option.

     2.18     "Optionee" means an Employee or Consultant who receives an Option.

     2.19     "Parent"  means  a  "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     2.20     "Participant"  means  an  Employee or Consultant who is granted an
Award  under  the  Plan.

     2.21     "Plan"  means  the  2002  Stock  Plan.

     2.22     "Restricted  Stock"  means  any Share issued pursuant to Section 8
with  restriction  that the holder may not sell, transfer, pledge or assign such
Share  and  with  such  other  restrictions  as  the  Administrator, in its sole
discretion,  may  impose  (including  without limitation, any restriction on the
right  to  vote  such Share, and the right to receive any cash dividends), which
restrictions  may  lapse  separately or in combination at such time or times, in
installments or otherwise, as the Administrator may deem appropriate.

     2.23     "Share"  means  a share of Common Stock, as adjusted in accordance
with  Section  11 of this Plan and "Shares" means the Shares of Common Stock, as
adjusted  in  accordance  with  Section  11  of  this  Plan.

     2.24     "Stock  Appreciation  Rights"  means  any  right  granted  to  a
Participant  pursuant to Section 9 to receive, upon exercise by the Participant,
the excess of (i) the Fair Market Value of one Share on the date of exercise, or
if the Administrator shall so determine in the case of any such right other than
one related to any Incentive Stock Option, at any time during a specified period
before  the  date of exercise over (ii) the grant price of the right on the date
of  grant, or if granted in connection with an outstanding Option on the date of
grant  of  the  related  Option,  as  specified by the Administrator in its sole
discretion,  which,  except in connection with an adjustment provided in Section
11,  shall  not  be less than the Fair Market Value of one Share on such date of
grant  of  the  right or the related Option, as the case may be.  Any payment by
the  Company  in  respect  of  such  right  may  be  made in cash, Shares, other
property,  or  any  combination  thereof,  as  the  Administrator,  in  its sole
discretion,  shall  determine.

     2.25     "Subsidiary"  means  any  corporation  or other legal entity other
than  the  employer  corporation  in  an unbroken chain of corporations or other
legal  entities  beginning  with  the  employer  corporation  if  each  of  the
corporations  or  other  legal entities other than the last corporation or other
legal  entity  in  the  unbroken chain owns stock, a membership interest, or any
other  voting  interest  possessing  fifty  percent  (50%)  or more of the total
combined  voting  power  of  all classes of stock, membership interests or other
voting  interests  in  one  of the other corporations or other legal entities in
such  chain.

     2.26     "Substitute  Award" means an Award granted or Shares issued by the
Company  in  assumption  of,  or  in  substitution  or  exchange  for,  an Award
previously  granted.

     3.     STOCK  SUBJECT TO THE PLAN.  Subject to the provisions of Section 11
of  the  Plan, the maximum aggregate number of Shares which may be awarded under
the  Plan  is 4,410,905 Shares (which includes options for 1,252,206 Shares (the
"1992  Outstanding Options") which were outstanding under the 1992 Non Qualified
and  Incentive  Stock  Option  Plan  (the  "1992  Option  Plan") as of March 30,


                                       10
<PAGE>
2004  and options for 765,834 Shares under the 1992 Option Plan that had expired
or  terminated  after  the  initial  adoption of the Plan but prior to March 30,
2004);  provided,  further, that not more than 600,000 Shares reserved hereunder
shall  be available for awards of Restricted Stock.  Prior to June 10, 2004, the
maximum  number of Shares for which Options may be granted shall be as set forth
in  the  Plan  prior  to  this  amendment  and  restatement.

     As  of  the  effective  date  of  the  Amended and Restated Plan, 3,237,521
Shares  shall  be  reserved for issuance under the Plan; however, subject to the
maximum  shares  reserved  under  the Plan as stated above, the number of Shares
reserved  for  issuance  under the Plan shall automatically increase as the 1992
Outstanding  Options are canceled or expire (by an amount equal to the number of
Shares  issuable  upon  exercise  of  such  canceled or expired 1992 Outstanding
Options).  The number of shares of Common Stock reserved for issuance under this
Plan  shall  not  increase  as  a  result  of  the  exercise  of any of the 1992
Outstanding  Options.  The Shares may be authorized, but unissued, or reacquired
Common  Stock.

     If  an Award would expire, terminate or become unexercisable for any reason
without  having been exercised in full, or settled in cash in lieu of Shares, or
exchanged  as  provided  herein,  the unissued Shares which were subject thereto
shall,  unless  the Plan shall have been terminated, become available for future
grant  under  the  Plan.  Further,  if  the exercise price of any Option granted
under  the  Plan  or  the  tax withholding requirements with respect to an Award
under  the  Plan  are  satisfied  by  tendering Shares to the Company (either by
attestation  or  actual delivery) or if a stock appreciation right is exercised,
only  the  number of Shares issued, net of the Shares tendered, if any, shall be
deemed  delivered  for  purposes  of  determining  the  maximum number of Shares
available  for  issuance  under  the  Plan.

     4.     ADMINISTRATION OF THE PLAN.

     (a)    Procedure.
            ---------

          (i)     Administration  With  Respect to Directors and Officers.  With
                  -------------------------------------------------------
     respect to grants of Awards to Employees who are also officers or directors
     of  the  Company,  the  Plan  shall be administered by (A) the Board if the
     Board  may  administer  the  Plan in compliance with Rule 16b-3 promulgated
     under  the  Exchange  Act  or any successor thereto ("Rule 16b-3") or (B) a
     Committee  designated  by the Board to administer the Plan, which Committee
     shall  be constituted in such a manner as to permit the Plan to comply with
     Rule  16b-3.  Once appointed, such Committee shall continue to serve in its
     designated  capacity  until  otherwise  directed by the Board. From time to
     time  the  Board  may  increase  the  size  of  the  Committee  and appoint
     additional  members  thereof,  remove  members  (with or without cause) and
     appoint  new  members  in  substitution  therefor,  fill vacancies, however
     caused,  and  remove  all  members of the Committee and thereafter directly
     administer the Plan, all to the extent permitted by Rule 16b-3 with respect
     to a plan intended to qualify thereunder. For purposes of any award granted
     under  the  Plan  by  the  Committee that is intended to be exempt from the
     restrictions  of  Section  16(b)  of  the Exchange Act, the Committee shall
     consist  only  of  directors  who  qualify  as "non-Employee directors," as
     defined  in  Rule  16b-3  under  the Act. For purposes of any Award granted
     under  the  Plan  by  the  Committee  that  is  intended to qualify for the
     performance-based  compensation  exemption  to the $1 million deductibility
     limit  under  Code  Section  162(m),  the  Committee  shall consist only of
     directors  who  qualify  as "outside directors," as defined in Code Section
     162(m)  and  the  related  regulations.  A  majority  of the members of the
     Committee  shall  constitute  a quorum for the transaction of business, and
     the  vote  of  the  majority  of those members present at any meeting shall
     decide any question brought before that meeting. In addition, the Committee
     may  take  any  action  otherwise  proper  under  the Plan by the unanimous
     written  consent  of  its  Members.

          (ii)     Multiple  Administrative Bodies.  If permitted by Rule 16b-3,
                   -------------------------------
     the  Plan  may  be  administered  by  different  bodies  with  respect  to
     non-director officers and Employees who are neither directors nor officers.


                                       11
<PAGE>
          (iii)     Administration  With  Respect  to  Consultants  and  Other
                    ----------------------------------------------------------
     Employees.  With  respect to grants of Options to Employees who are neither
     ---------
     directors  nor officers of the Company or to Consultants, the Plan shall be
     administered  by  (A)  the  Board,  if the Board may administer the Plan in
     compliance  with  Rule  16b-3,  or (B) a Committee designated by the Board,
     which  Committee  shall  be  constituted in such a manner as to satisfy the
     legal requirements relating to the administration of incentive stock option
     plans, if any, of Delaware corporate law and applicable securities laws and
     of  the  Code (the "Applicable Laws"). Once appointed, such Committee shall
     continue  to  serve  in its designated capacity until otherwise directed by
     the  Board.  From  time  to  time  the  Board  may increase the size of the
     Committee  and  appoint additional members thereof, remove members (with or
     without  cause)  and  appoint  new  members  in substitution therefor, fill
     vacancies,  however  caused,  and  remove  all members of the Committee and
     thereafter directly administer the Plan, all to the extent permitted by the
     Applicable  Laws.

     (b)     Powers of the Administrator.  Subject to the provisions of the Plan
             ---------------------------
and  in  the  case of a Committee, the specific duties delegated by the Board to
such  Committee,  the Administrator shall have the authority, in its discretion:

          (i)     to  determine  the  Fair  Market  Value  of  the  Shares  , in
     accordance  with  Section  2.13  of  the  Plan;

          (ii)     to  select  the  Employees and Consultants to whom Awards may
     from  time  to  time  be  granted  hereunder;

          (iii)     to  determine  whether and to what extent Awards are granted
     hereunder;

          (iv)     to  determine the number of Shares to be covered by each such
     Award  granted  hereunder;

          (v)     to  grant  Substitute  Awards,  including  to  officers of the
     Company,  in  exchange  for an outstanding Award or Awards and to determine
     the  fair market value of any Awards to be canceled or exchanged, provided,
     however, that any outstanding Award that is exchanged for a new Award shall
     not  be  an Option with an exercise price that is less than the Fair Market
     Value  of  the  Shares  as  of  the  date  of  the  exchange;

          (vi)     to  approve  forms  of  agreement  for  use  under  the Plan;

          (vii)     to determine the terms and conditions, not inconsistent with
     the  terms  of the Plan, of any Award granted hereunder (including, but not
     limited  to, the share price and any restriction or limitation or waiver or
     forfeiture  restrictions  regarding  any  Award and/or the shares of Common
     Stock  relating  thereto,  based  in  each  case  on  such  factors  as the
     Administrator  shall  determine,  it  its  sole  discretion);

          (viii)     to determine whether and under what circumstances an Option
     may be settled in cash under subsection 9(f) instead of Common Stock;

     (c)     Effect  of  Committee's Decision.     All decisions, determinations
             --------------------------------
and  interpretations  of  the  Administrator  shall  be final and binding on all
Participants  and  any  other  holders  of  any  Awards.

     5.     ELIGIBILITY.

     (a)   Persons eligible for Awards under the Plan shall consist of Employees
and Consultants. A Participant may receive more than one Award, including Awards
of  the  same  type,  subject  to  the  restrictions  of  the  Plan.


                                       12
<PAGE>
      (b)     Nonstatutory  Stock  Options  may  be  granted  to  Employees  and
Consultants.  Incentive  Stock  Options  may  be  granted only to Employees.  An
Employee  or  Consultant  who  has  been  granted  an  Option  may, if he/she is
otherwise eligible, be granted an additional Option or Options.

        (c)  Each Option shall be designated in the Award Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option.  However, notwithstanding
such  designations,  to  the  extent that the aggregate Fair Market Value of the
Shares  with  respect to which Options designated as Incentive Stock Options are
exercisable  for  the first time by any Optionee during any calendar year (under
all  plans  of  the  Company or any Parent or Subsidiary) exceeds $100,000, such
excess Options shall be treated as Nonstatutory Stock Options.

     (d)     For  purposes  of  Section  5(b),  Incentive Stock Options shall be
taken  into account in the order in which they were granted, and the Fair Market
Value  of  the Shares shall be determined as of the time the Option with respect
to  such  Shares  is  granted.

     (e)     The  Plan  shall  not  confer  upon  any Participant any right with
respect  to  continuation  of  employment  or  consulting  relationship with the
Company,  nor  shall it interfere in any way with his/her right or the Company's
right  to  terminate  his/her employment or consulting relationship at any time,
with  or  without  cause.

     6.     TERM  OF  THE  PLAN.  The  Amended  and  Restated  Plan shall become
effective  on  June  10, 2004, and shall continue in effect for the remainder of
the  initial  term  of ten (10) years which expires June 13, 2012, unless sooner
terminated  under  Section  14  of  the  Plan.

     7.     OPTIONS.  Options  may  be  granted  hereunder  to  any Participant,
either  alone or in addition to other Awards granted under the Plan and shall be
subject  to  the  following  terms  and  conditions:

     (a)     Term  of Options.  The term of each Option shall be the term stated
             ----------------
in  the  Option  Agreement;  provided, however, that in the case of an Incentive
Stock  Option,  the  term  shall be no more than ten (10) years from the date of
grant  thereof  or such shorter term as may be provided in the Option Agreement.
However,  in  the  case of an Option granted to an Optionee who, at the time the
Option  is  granted,  owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the  term  of  the  Option  shall  be  five (5) years from the date of the grant
thereof or such shorter term as may be provided in the Option Agreement.

     (b)     Option  Exercise  Price  and  Consideration.
             -------------------------------------------

          i)     The  per  share  exercise  price  for  the  Shares to be issued
     pursuant  to  exercise of an Option shall be such price as is determined by
     the Board, but shall be subject to the following:

               (A)     In the case of an Incentive Stock Option

                    (1)    granted  to an Employee who, at the time of the grant
     of  such  Incentive  Stock  Option,  owns  stock representing more than ten
     percent  (10%)  of the voting power of all class of stock of the Company or
     any  Parent  or  Subsidiary,  the per Share exercise price shall be no less
     than  110%  of  the  Fair  Market Value per share on the date of the grant.

                    (2)    granted to any Employee, the per Share price shall be
     no  less  than  100%  of the Fair Market Value per Share on the date of the
     grant.

          (B)  in the case of a Nonstatutory Stock Option granted to any person,
     the  Share  exercise price shall be no less than one hundred percent (100%)
     of  the  Fair  Market  Value  per  Share  on  the  date  of  the  grant.


                                       13
<PAGE>
          (ii)  The  consideration  to  be paid for the Shares to be issued upon
     exercise of an Option, including the method of payment, shall be determined
     by  the Administrator (and, in the case of an Incentive Stock Option, shall
     be  determined  at the time of grant) and may consist entirely of (1) cash,
     (2)  check,  (3) promissory note, (4) other Shares which (x) in the case of
     Shares  acquired  upon  exercise of an Option either have been owned by the
     Optionee  for  more  than  six  months on the date of surrender or were not
     acquired,  directly  or  indirectly,  from the Company, and (y) have a Fair
     Market Value on the date of surrender equal to the aggregate exercise price
     of the Shares as to which said Option shall be exercised, (5) authorization
     from  the Company to retain from the total number of Shares as to which the
     Option is exercised that number of Shares having a Fair Market Value on the
     date of exercise equal to the exercise price for the total number of Shares
     as  to  which  the option is exercised, (6) delivery of a properly executed
     notice  together  with  irrevocable  instructions  to  a broker to promptly
     deliver  to the Company the amount of sale or loan proceeds required to pay
     the exercise price, (7) by delivering an irrevocable subscription agreement
     for  the  Shares  which irrevocably obligates the option holder to take and
     pay  for  the Shares not more than twelve months after the date of delivery
     of the subscription agreement, (8) any combination of the foregoing methods
     of  payment  or  (9) such other consideration and method of payment for the
     issuance  of  Shares  to the extent permitted under all applicable laws. In
     making  its  determination  as  to the type of consideration to accept, the
     Administrator  shall  consider  if  acceptance of such consideration may be
     reasonably  expected  to  benefit  the  Company.

          (iii)  The  Company, in its sole discretion, may establish a procedure
     whereby  an  Employee or Consultant, subject to the requirements of Section
     16  of the Exchange Act, Rule 16b-3, Regulation T, federal income tax laws,
     and other federal, state and local tax and securities laws, can exercise an
     Option  or  portion  thereof  without making a direct payment of the option
     price  to  the  Company. If the Company so elects to establish the cashless
     exercise  program, the Company shall determine, in its sole discretion, and
     from  time to time, such administrative procedures and policies as it deems
     appropriate,  and  such  procedures  and  policies  shall be binding on any
     Employee or Consultant wishing to utilize the cashless exercise program.

     (c)     Procedure  for  Exercise;  Rights  as  a  Stockholder.  Any  Option
             -----------------------------------------------------
granted  hereunder  shall be exercisable at such times and under such conditions
as  determined  by  the  Administrator,  including the performance criteria with
respect  to  the  Company and/or the Optionee, and as shall be permissible under
the  terms  of  the  Plan.  An  Option  may not be exercised for a fraction of a
Share.  An  Option  shall  be deemed to be exercised when written notice of such
exercise  has  been  given  to  the  Company in accordance with the terms of the
Option  by  the  person entitled to exercise the Option and full payment for the
Shares  with  respect  to which the Option is exercised has been received by the
Company.  Full  payment  may, as authorized by the Administrator, consist of any
consideration  and  method  of payment allowable under Section 8(b) of the Plan.
Until  the  issuance  (as evidenced by the appropriate entry on the books of the
Company  or  of  a  duly  authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other  rights  as  a stockholder shall exist with respect to the Optioned Stock,
notwithstanding  the  exercise of the Option.  The Company shall issue (or cause
to  be  issued) such stock certificate promptly upon exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is  prior to the date the stock certificate is issued.  Exercise of an Option in
any  manner  will  result in a decrease in the number of Shares which thereafter
may  be  available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.

     (d)     Termination  of  Employment.  In  the  event  of  termination of an
             ---------------------------
Optionee's  consulting relationship or Continuous Status as an Employee with the
Company  (as  the  case  may be), such Optionee may, but only within ninety (90)
days  (or  such  other  period  of time as is determined by the Board, with such
determination in the case of an Incentive Stock Option being made at the time of
grant  of  the Option and not exceeding ninety (90) days) after the date of such
termination  (but in no event later than the expiration date of the term of such
Option  as  set  forth  in the Option Agreement), exercise his/her Option to the
extent  that  Optionee  was  entitled  to  exercise  it  at  the  date  of  such
termination.  To  the  extent  that  Optionee  was  not entitled to exercise the
Option  at  the  date  of  such  termination,  or  if  Optionee


                                       14
<PAGE>
does  not  exercise  such  Option  to  the  extent  so  entitled within the time
specified  herein,  the  Option  shall  terminate.

     (e)     Disability  of Optionee.  Notwithstanding the provisions of Section
             -----------------------
9(b) above, in the event of termination of an Optionee's consulting relationship
or  Continuous  Status as an Employee as a result of his/her total and permanent
disability  (as defined in Section 22(e)(3) of the Code), Optionee may, but only
within  twelve  (12)  months  from the date of such termination (but in no event
later  than  the  expiration date of the term of such Option as set forth in the
Option  Agreement),  exercise  the  Option  to  the extent otherwise entitled to
exercise  it  at  the date of such termination.  To the extent that Optionee was
not  entitled  to exercise the Option at the date of termination, or if Optionee
does  not  exercise  such  Option  to  the  extent  so  entitled within the time
specified  herein,  the  Option  shall  terminate.

     (f)     Death  of  Optionee.  In the event of the death of an Optionee, the
             -------------------
Option may be exercised at any time within twelve (12) months following the date
of  death  (but  in  no event later than the expiration date of the term of such
Option  as  set forth in the Option Agreement), by the Optionee's estate or by a
person  who acquired the right to exercise the Option by bequest or inheritance,
but  only  to the extent the Optionee was entitled to exercise the Option at the
date  of  death.  To  the  extent that Optionee was not entitled to exercise the
Option  at  the  date  of termination, or if the Optionee does not exercise such
Option  to  the  extent so entitled within the time specified herein, the Option
shall  terminate.

     (g)     Rule 16b-3.  Options granted to persons subject to Section 16(b) of
             ----------
the  Exchange  Act must comply with Rule 16b-3 and shall contain such additional
conditions  or  restrictions  as  may  be required thereunder to qualify for the
maximum  exemption  from  Section  16  of  the Exchange Act with respect to Plan
transactions.

     (h)     Buyout  Provisions.  The Administrator may at any time offer to buy
             ------------------
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee  at  the  time  that  such  offer  is  made.

     (i)     Time  of  Granting  Options.  The date of grant of an Option shall,
             ---------------------------
for all purposes, be the date on which the Administrator makes the determination
granting  such Option, or such other date as is determined by the Board.  Notice
of  the  determination  shall be given to each Employee or Consultant to whom an
Option  is  to be granted within a reasonable time after the date of such grant.

     8.     RESTRICTED  STOCK.

     (a)     Issuance.  A  Restricted  Stock  Award  shall  be  subject  to
             --------
restrictions  imposed  by the Administrator at the time of grant for a period of
time  specified  by  the  Administrator  (the  "Restriction Period") as provided
herein.  Restricted  Stock Awards may be issued hereunder to Participants for no
cash  consideration  or  for  such  minimum  consideration as may be required by
applicable  law,  either  alone or in addition to other Awards granted under the
Plan.

     (b)     Terms,  Conditions and Restrictions.  The Administrator in its sole
             -----------------------------------
discretion  shall  specify  the  terms,  conditions and restrictions under which
Shares  of Restricted Stock shall vest or be forfeited.  These terms, conditions
and  restrictions  must  include  continued  employment  with  the  Company or a
Subsidiary  for  a  specified period of time following the date of grant, except
the  Administrator  may allow vesting in the case of the death or disability (as
defined  by  the  Administrator) of the Participant.  With respect to Restricted
Stock  during the Restriction Period, the Administrator, in its sole discretion,
may  provide for the lapse of any term, condition or restriction in installments
and  may  accelerate or waive such term, condition or restriction in whole or in
part,  based  on  service, performance, and/or such other factors or criteria as
the  Administrator  may  determine  in its sole discretion.  Notwithstanding any
other  provision  of  the Plan, Restricted Stock Awards shall have a Restriction
Period  for  continued  employment of not less than three years from the date of
grant and Restricted Stock that vests upon attainment of performance goals shall
provide  for  a  performance  period  of at least twelve (12) months.  Except as
otherwise  provided  in  the  Award  Agreement, the Participant shall have, with
respect to the Shares of Restricted Stock, all of the rights of a stockholder of
the  Company,  including  the  right to vote the Shares and the right to receive


                                       15
<PAGE>
dividends.  The Administrator, in its sole discretion, as determined at the time
of  the  Award,  may  provide that the payment of cash dividends shall or may be
deferred.  Any  deferred  dividends may be reinvested as the Administrator shall
determine in its sole discretion, including reinvestment of additional Shares of
Restricted Stock.  Stock dividends issued with respect to restricted Stock shall
be  Restricted  Stock  and  shall  be  subject to the same terms, conditions and
restrictions  that  apply to the Shares with respect to which such dividends are
issued.  Any  additional  Shares of Restricted Stock issued with respect to cash
or stock dividends shall not be counted against the maximum number of Shares for
which Awards may be granted under the Plan as set forth in Section 3.

     (c)     Registration.  Any  Restricted  Stock  issued  hereunder  may  be
             ------------
evidenced  in  such  manner, as the Administrator, in its sole discretion, shall
deem  appropriate,  including  without  limitation,  book  entry registration or
issuance  of  a  stock  certificate  or  certificates.  In  the  event any stock
certificates  are  issued in respect of Shares of Restricted Stock awarded under
the  Plan,  such certificates shall be registered in the name of the Participant
and  shall  bear  an  appropriate  legend referring to the terms, conditions and
restrictions  applicable  to  such  Award.

     9.     STOCK APPRECIATION RIGHTS.  Stock Appreciation Rights may be granted
hereunder  to  any  Participant, either alone ("freestanding") or in addition to
other  Awards granted under the Plan and may, but need not, relate to a specific
Option  granted  under  Section  7.  The provisions of Stock Appreciation Rights
need  not  be  the  same with respect to each recipient.  Any Stock Appreciation
Right  related  to  a Non-Qualified Stock Option may be granted at the same time
such  Option  is granted or at any time thereafter before exercise or expiration
of  such  Option.  Any  Stock  Appreciation  Right related to an Incentive Stock
Option  must be granted at the same time such Option is granted.  In the case of
any Stock Appreciation Right related to any Option, the Stock Appreciation Right
or  applicable portion thereof shall terminate and no longer be exercisable upon
the  termination  or  exercise  of  the  related  Option,  except  that  a Stock
Appreciation  Right  granted with respect to less than the full number of Shares
covered  by  a  related  Option  shall  not  be  reduced  until  the exercise or
termination  of  the  related Option exceeds the number of Shares not covered by
the  Stock Appreciation Right.  Any Option related to a Stock Appreciation Right
shall no longer be exercisable to the extent that the related Stock Appreciation
Right  has  been  exercised.  The  Administrator  may  impose  such  terms  and
conditions  or  restrictions on the exercise of any Stock Appreciation Right, as
it  shall  deem  advisable  or  appropriate;  provided that a freestanding Stock
Appreciation  Right shall not have an exercise price less than Fair Market Value
of  a  Share  on  the  date  of  grant  or  a  term  greater  than  ten  years.

     10.     GENERAL  PROVISIONS.

     (a)     Non-Transferability  of Awards.  An Award may not be sold, pledged,
             ------------------------------
assigned,  hypothecated,  transferred  or  disposed of in any manner other than:
(a) by will or the laws of descent and distribution, and may be exercised during
the  lifetime  of  the  Participant, only by him/her, or in the event of his/her
death, by the legal representative of the estate of the deceased Participant, or
the  person  or  persons who shall acquire the right to exercise an Award by the
bequest  or  inheritance  by  reason  of the death of the Participant, or in the
event  of  disability,  his/her  personal  representative,  or (b) pursuant to a
Qualified  Domestic  Relations  Order,  as  defined in the Code, or the Employee
Retirement and Security Act (ERISA), or the rules thereunder; provided, however,
that  Incentive  Stock  Options  may  not be transferred pursuant to a Qualified
Domestic Relations Order unless such transfer is otherwise permitted pursuant to
the  Code  and  the regulations thereunder without affecting the Incentive Stock
Option's qualification under Section 422 as an Incentive Stock Option.

     (b)     Stock  Withholding  to  Satisfy  Withholding  Tax Obligations.  The
             -------------------------------------------------------------
Company  shall  be  authorized to withhold from any Award granted or payment due
under  the  Plan  the  amount of withholding taxes due in respect of an Award or
payment  hereunder  and  to  take  such  other action as may be necessary in the
opinion  of the Company to satisfy all obligations for the payment of taxes.  At
the  discretion  of  the  Administrator,  Participants  may  satisfy withholding
obligations  as  provided  in  this  paragraph.  When  a  Participant incurs tax
liability  in  connection  with  an Award, which tax liability is subject to tax
withholding  under  applicable  laws,  the  Participant  is obligated to pay the
Company  an  amount  required  to  be  withheld  under  applicable tax laws, the
Participant  may  satisfy  the  withholding  tax


                                       16
<PAGE>
obligation by electing to have the Company withhold from the Shares to be issued
upon  exercise  of  the  Award  that number of Shares having a Fair Market Value
equal  to  the  amount  required  to  be withheld.  The Fair Market Value of the
Shares  to be withheld shall be determined on the date that the amount of tax to
be  withheld  is  to  be  determined  (the  "Tax  Date").   All  elections  by a
Participant to have Shares withheld for this purpose shall be made in writing in
a  form  acceptable  to  the Administrator and shall be subject to the following
restrictions:  (i)  the  election must be made on or prior to the applicable Tax
Date;  (ii)  once  made,  the election shall be irrevocable as to the particular
Shares of the Award as to which the election is made;  (iii) all elections shall
be  subject  to  the  consent  or disapproval of the Administrator;  (iv) if the
Participant  is  subject  to  Rule  16b-3,  the  election  must  comply with the
applicable  provisions  of  Rule  16b-3  and shall be subject to such additional
conditions  or  restrictions  as  may  be required thereunder to qualify for the
maximum  exemption  from  Section  16  of  the Exchange Act with respect to Plan
transactions.  In  the  event  the election to have Shares withheld is made by a
Participant and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Participant shall receive
the  full number of Shares with respect to which the Award is exercised but such
Participant shall be unconditionally obligated to tender back to the Company the
proper  number  of  Shares  on  the  Tax  Date.

     (c)     Conditions  Upon Issuance of Shares.  Shares shall not be delivered
             -----------------------------------
under  the Plan pursuant to an Award unless the delivery of such Shares pursuant
thereto  shall  comply  with  all relevant provisions of law, including, without
limitation,  the Securities Act of 1933, as amended, the Exchange Act, the rules
and  regulations  promulgated  thereunder,  and  the  requirements  of any stock
exchange  upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.   As
a  condition  to  the  delivery of Shares pursuant to an Award,  the Company may
require  the  Participant  to  represent  and  warrant  at  the time of any such
delivery  that the Shares are being acquired only for investment and without any
present  intention  to  sell  or  distribute  such  Shares if, in the opinion of
counsel  for  the  Company,  such  representation  is  required  by  any  of the
aforementioned  relevant  provisions  of  law.

     (d)     Reservation  of Shares.  The Company, during the term of this Plan,
             ----------------------
will  at  all times reserve and keep available such number of Shares as shall be
sufficient  to  satisfy  the  requirements  of  the  Plan.  The inability of the
Company  to obtain authority from any regulatory body having jurisdiction, which
authority  is  deemed  by  the  Company's  counsel to be necessary to the lawful
issuance  and  sale  of  any  Shares hereunder, shall relieve the Company of any
liability  in  respect  of  the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

     (e)     Agreements.  Awards  shall  be  evidenced  by written agreements in
             ----------
such form as the Board shall approve from time to time.

     (f)     Authority to Satisfy Obligations.  The Administrator shall have the
             --------------------------------
authority  to  grant  Awards  as an alternative to or as the form of payment for
grants or rights earned or due under other compensation plans or arrangements of
the  Company,  including, without limitation, the 1992 Option Plan and any plans
or  arrangements of any employer acquired by the Company; provided further, that
except  for  adjustments  made  under Section 11, no such grant shall reduce the
exercise price of an outstanding option under such other plan or cancel or amend
an  outstanding  option  under  such  other  plan  for the purpose of repricing,
replacing or regranting such option with an exercise price that is less than the
exercise  price  of  the  original  option  under  such plan without stockholder
approval.

     11.     ADJUSTMENTS  UPON  CHANGES IN CAPITALIZATION OR MERGER.  Subject to
any  required  action  by  the stockholders of the Company, the number of Shares
covered  by  each  outstanding  Award,  and the number of Shares which have been
authorized  for  issuance under the Plan but as to which no Awards have yet been
granted  or which have been returned to the Plan upon cancellation or expiration
of  an  Award  , as well as the price per Share covered by each such outstanding
Award,  shall  be  proportionately  adjusted for any increase or decrease in the
number  of  issued  Shares  resulting  from  a stock split, reverse split, stock
dividend,  combination  or  reclassification  of  the Common Stock, or any other
similar  increase  or  decrease  in the number of issued Shares effected without
receipt  of  consideration by the Company; provided, however, that conversion of
any  convertible  securities  of  the


                                       17
<PAGE>
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt for
consideration."  Such adjustment shall be made by the Board, whose determination
in  that  respect  shall  be final, binding and conclusive.  Except as expressly
provided  herein, no issuance by the Company of shares of stock of any class, or
securities  convertible  into shares of stock of any class, shall affect, and no
adjustment  by reason thereof shall be made with respect to, the number or price
of  the  Shares  subject  to  an  Award.

          In  the  event  of  the  proposed  dissolution  or  liquidation of the
Company, the Board shall notify the Participant at least fifteen (15) days prior
to  such  proposed  action.  To the extent it has not been previously exercised,
the  Award will terminate immediately prior to the consummation of such proposed
action.  In  the  event of a merger or consolidation of the Company with or into
another  corporation  or  the  sale of substantially all of the Company's assets
(hereinafter,  a  "merger"),  the  Award shall be assumed or an equivalent award
shall  be substituted by such successor corporation or a parent or subsidiary of
such  successor  corporation.  In the event that such successor corporation does
not  agree  to assume the Award  or to substitute an equivalent award, the Board
shall,  in  lieu of such assumption or substitution, provide for the Participant
to  have the right to exercise the Award as to all of the Shares as to which the
Award  would  not  otherwise the exercisable.  If the Board makes an Award fully
exercisable  in lieu of assumption or substitution in the event of a merger, the
Board  shall  notify  the Participant that the Option shall be fully exercisable
for  a  period  of fifteen (15) days from the date of such notice and the Option
will  terminate  upon  the  expiration  of  such  period.  For  purposes of this
paragraph,  the  Award shall be considered assumed if, following the merger, the
Option  or  right  confers  the right to purchase, for each Share subject to the
Award  immediately  prior to the merger, the consideration (whether stock, cash,
or  other  securities  or  property) received in the merger by holders of Common
Stock  for  each  Share  held  on  the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that
if  such consideration received in the merger was not solely common stock of the
successor  corporation  or  its  parent,  the Board may, with the consent of the
successor  corporation  and the Participant, provide for the consideration to be
received  upon the exercise of the Award for each Share subject to the Award, to
be  solely  common stock of the successor corporation or its Parent equal to the
Fair  Market  Value of the per share consideration received by holders of Common
Stock  in  the  merger  or  sale  of  assets.

     12.     AMENDMENTS  AND  TERMINATION.

     (a)     Amendment  and  Termination  of  Plan.  The  Board  may at any time
             -------------------------------------
amend,  alter,  suspend  or discontinue the Plan, but no amendment, alternation,
suspension or discontinuation shall be made which would impair the rights of any
Participant  under  any  grant theretofore made, without his or her consent.  In
addition,  to the extent necessary and desirable to comply with Rule 16b-3 under
the Exchange Act or with Section 422 of the Code (or any other applicable law or
regulation,  including  the  requirements  of  the  NASD or an established stock
exchange),  the  Company shall obtain stockholder approval of any Plan amendment
in  such  a  manner  and  to  such  a  degree  as  required.

     (b)     Effect  of Amendment or Termination of Plan.  Any such amendment or
             -------------------------------------------
termination  of the Plan shall not affect Awards already granted and such Awards
shall  remain  in  full force and effect as if this Plan had not been amended or
terminated,  unless  mutually  agreed  otherwise between the Participant and the
Board,  which agreement must be in writing and signed by the Participant and the
Company.

     (c)     Amendments  to  Awards.  Subject  to  the  terms and conditions and
             ----------------------
within the limitations of the Plan, the Administrator may amend the terms of any
Award theretofore granted, prospectively or retroactively, but no such amendment
shall  (i)  materially  impair  the rights of any Participant without his or her
consent  or  (ii) except for adjustments made pursuant to Section 11, reduce the
exercise  price of outstanding Options or Stock Appreciation Rights or cancel or
amend  outstanding  Options  or  Stock  Appreciation  Rights  for the purpose of
repricing,  replacing  or  regranting  such Options or Stock Appreciation Rights
with  an  exercise  price  that  is less than the exercise price of the original
Options or Stock Appreciation Rights without stockholder approval.

     13.     STOCKHOLDER  APPROVAL.  The  amendments to the Plan in this Amended
and  Restated  Stock  Incentive  Plan  shall  be  subject  to  approval  by  the
stockholders  of  the  Company  within  twelve  (12)


                                       18
<PAGE>
months before or after the date the Amended and Restated Stock Incentive Plan is
adopted.  Such  stockholder  approval shall be obtained in the degree and manner
required  under  applicable  state  and  federal  law.

     14     INFORMATION  TO  PARTICIPANTS.  The  Company  shall  provide to each
Participant, during the period for which such Participant has one or more Awards
outstanding,  copies  of  all  annual  reports  and  other  information which is
provided  to all stockholders of the Company.  The Company shall not be required
to  provide such information if the issuance of Awards under the Plan is limited
to key employees whose duties in connection with the Company assure their access
to  equivalent  information.


                                       19