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                                                                   EXHIBIT 10.55

                          AFTERMARKET TECHNOLOGY CORP.
                            1998 STOCK INCENTIVE PLAN

SECTION 1.        PURPOSE OF PLAN

         The purpose of this 1998 Stock Incentive Plan (this "Plan") of
Aftermarket Technology Corp., a Delaware corporation (the "Company"), is to
enable the Company to attract, retain and motivate its employees, non-employee
directors and independent contractors, and to further align the interests of
such employees, non-employee directors and independent contractors with those of
the stockholders of the Company, by providing for or increasing the proprietary
interest of such employees, non-employee directors and independent contractors
in the Company.

SECTION 2.        ADMINISTRATION OF PLAN

         2.1 COMPOSITION OF COMMITTEE. Subject to Section 2.04, this Plan shall
be administered by the Compensation and Human Resources Committee of the Board
of Directors (the "Committee"), as appointed from time to time by the Board of
Directors, PROVIDED, HOWEVER, that with respect to any Award intended to qualify
as "performance-based compensation" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), the term "Committee"
shall refer to a committee of two or more "outside directors" as determined for
purposes of applying Code Section 162(m). The Board of Directors shall fill
vacancies on and from time to time may remove or add members to the Committee.
The Committee shall act pursuant to a majority vote or unanimous written
consent. The Committee may designate the Secretary of the Company or other
Company employees to assist the Committee in the administration of this Plan,
and may grant authority to such persons to execute agreements or other documents
evidencing Awards made under this Plan or other documents entered into under
this Plan on behalf of the Committee or the Company.

         2.2 POWERS OF THE COMMITTEE. Subject to the express provisions of this
Plan, the Committee shall be authorized and empowered to do all things necessary
or desirable, in its sole discretion, in connection with the administration of
this Plan, including, without limitation, the following:

                  (a) to prescribe, amend and rescind rules and regulations
         relating to this Plan and to define terms not otherwise defined herein;
         PROVIDED that, unless the Committee shall specify otherwise, for
         purposes of this Plan (i) the term "fair market value" shall mean, as
         of any date, the closing price for a Share reported for that date by
         the Nasdaq National Market System (or such other stock exchange or
         quotation system on which Shares are then listed or quoted) or, if no
         Shares traded on the Nasdaq National Market System (or such other stock
         exchange or quotation system) on the date in question, then for the
         next preceding date for which Shares traded on the Nasdaq National
         Market System (or such other stock exchange or quotation system); and
         (ii) the term "Company" shall mean the Company and its subsidiaries and
         affiliates, unless the context otherwise requires.

                  (b) to determine which persons are Eligible Persons (as
         defined in Section 4), to which of such Eligible Persons, if any,
         Awards shall be granted hereunder and the timing of any such Awards;

                  (c) to determine the number of Shares subject to Awards and
         the exercise or purchase price of such Shares;

                  (d) to establish and verify the extent of satisfaction of any 
         performance goals applicable to Awards;

                  (e) to prescribe and amend the terms of the agreements or
         other documents evidencing Awards made under this Plan (which need not
         be identical);


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                  (f) to determine  whether,  and the extent to which,  
         adjustments are required pursuant to Section 10;

                  (g) to interpret and construe this Plan, any rules and
         regulations under this Plan and the terms and conditions of any Award
         granted hereunder, and to make exceptions to any such provisions in
         good faith and for the benefit of the Company; and

                  (h) to make all other determinations deemed necessary or
         advisable for the administration of this Plan.

         2.3 DETERMINATIONS OF THE COMMITTEE. All decisions, determinations and
interpretations by the Committee regarding this Plan shall be final and binding
on all Eligible Persons and Participants. The Committee shall consider such
factors as it deems relevant to making such decisions, determinations and
interpretations including, without limitation, the recommendations or advice of
any director, officer or employee of the Company and such attorneys, consultants
and accountants as it may select.

         2.4. AUTHORITY OF THE BOARD OF DIRECTORS. The Board of Directors, in
its sole discretion, may exercise any authority of the Committee under this Plan
in lieu of the Committee's exercise thereof.

SECTION 3.        STOCK SUBJECT TO PLAN

         3.1 AGGREGATE LIMITS. At any time, the aggregate number of shares of
the Company's Common Stock, $.01 par value ("Shares"), issued and issuable
pursuant to all Awards (including all ISOs (as defined in Section 5.1)) granted
under this Plan shall not exceed 1,200,000; PROVIDED that no more than 1,000,000
of such Shares may be issued pursuant to all Incentive Bonuses and Incentive
Stock Awards granted under this Plan, and PROVIDED FURTHER that, notwithstanding
Section 3.3, the aggregate number of Shares that may be issued pursuant to the
exercise of ISOs (as defined in Section 5.1(a)) granted under this Plan shall
not exceed 1,200,000. The Shares subject to this Plan may be either Shares
reacquired by the Company, including Shares purchased in the open market, or
authorized but unissued Shares. Such limits shall be subject to adjustment as
provided in Section 10.

         3.2 CODE SECTION 162(m) LIMITS. The aggregate number of Shares subject
to Options granted under this Plan during any calendar year to any one Employee
shall not exceed 100,000. The aggregate number of Shares issued or issuable
under all Awards granted under this Plan, other than Options, during any
calendar year to any one Employee shall not exceed 75,000. Notwithstanding
anything to the contrary in this Plan, the foregoing limitations shall be
subject to adjustment under Section 10 only to the extent that such adjustment
will not affect the status of any Award intended to qualify as "performance
based compensation" under Code Section 162(m).

         3.3 ISSUANCE OF SHARES. For purposes of Section 3.1, the aggregate
number of Shares issued under this Plan at any time shall equal only the number
of Shares actually issued upon exercise or settlement of an Award and not
returned to the Company upon cancellation, expiration or forfeiture of an Award
or in payment or satisfaction of the purchase price, exercise price or tax
withholding obligation of an Award.

SECTION 4.        PERSONS ELIGIBLE UNDER PLAN

         Any person who is an employee, prospective employee, consultant,
director or advisor of the Company (an "Eligible Person") shall be eligible to
be considered for the grant of Awards hereunder. A "Participant" is any current
or former Eligible Person to whom an Award has been made and any person
(including any estate) to whom an Award has been assigned or transferred
pursuant to Section 9.1.


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SECTION 5.        PLAN AWARDS

         5.1 AWARD TYPES. The Committee, on behalf of the Company, is authorized
under this Plan to enter into certain types of arrangements with Employees and
to confer certain benefits on them. The following arrangements or benefits are
authorized under this Plan if their terms and conditions are not inconsistent
with the provisions of this Plan: Options, Incentive Bonuses and Incentive
Stock. Such arrangements and benefits are sometimes referred to herein as
"Awards." The authorized types of arrangements and benefits for which Awards may
be granted are defined as follows:

                  (a) OPTIONS: An Option is a right granted under Section 6 to
         purchase a number of Shares at such exercise price, at such times, and
         on such other terms and conditions as are specified in the agreement or
         other document evidencing the Award (the "Option Document "). Options
         intended to qualify as Incentive Stock Options ("ISOs") pursuant to
         Code Section 422 and Options not intended to qualify as ISOs
         ("Nonqualified Options") may be granted under Section 6.

                  (b) INCENTIVE BONUS: An Incentive Bonus is a bonus opportunity
         awarded under Section 7 pursuant to which a Participant may become
         entitled to receive an amount based on satisfaction of such performance
         criteria as are specified in the agreement or other document evidencing
         the Award (the "Incentive Bonus Document").

                  (c) INCENTIVE STOCK: Incentive Stock is an award or issuance
         of Shares made under Section 8, the grant, issuance, retention, vesting
         and/or transferability of which is subject during specified periods of
         time to such conditions (including performance conditions) and terms as
         are expressed in the agreement or other document evidencing the Award
         (the "Incentive Stock Document").

         5.2 GRANTS OF AWARDS. An Award may consist of one such arrangement or
benefit or two or more of them in tandem or in the alternative.

SECTION 6.        OPTIONS

         The Committee may grant an Option or provide for the grant of an
Option, either from time-to-time in the discretion of the Committee or
automatically upon the occurrence of specified events, including, without
limitation, the achievement of performance goals, the satisfaction of an event
or condition within the control of the recipient of the Award or within the
control of others.

         6.1 OPTION DOCUMENT. Each Option Document shall contain provisions
regarding (a) the number of Shares that may be issued upon exercise of the
Option, (b) the purchase price of the Shares and the means of payment for the
Shares, (c) the term of the Option, (d) such terms and conditions of
exercisability as may be determined from time to time by the Committee, (e)
restrictions on the transfer of the Option and forfeiture provisions, and (f)
such further terms and conditions, in each case not inconsistent with this Plan
as may be determined from time to time by the Committee. Option Documents
evidencing ISOs shall contain such terms and conditions as may be necessary to
comply with the applicable provisions of Section 422 of the Code.

         6.2 OPTION PRICE. The purchase price per share of the Shares subject to
each Option granted under this Plan shall equal or exceed 100% of the fair
market value of such Stock on the date the Option is granted, except that (i)
the exercise price of an Option may be higher or lower in the case of Options
granted to employees of a company acquired by the Company in assumption and
substitution of options held by such employees at the time such company is
acquired, (ii) in the event an Employee is required to pay or forego the receipt
of any cash amount in consideration of receipt of an Option, the exercise price
plus such cash amount shall equal or exceed 100% of the fair market value of
such Stock on the date the Option is granted, and (iii) the exercise price of an
Option granted to a non-employee director may be lower.


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         6.3 OPTION TERM. The "Term" of each Option granted under this Plan,
including any ISOs, shall be ten (10) years from the date of its grant, unless
the Committee shall provide otherwise.

         6.4 OPTION VESTING. Options granted under this Plan shall be
exercisable at such time and in such installments during the period prior to the
expiration of the Option's Term as determined by the Committee. The Committee
shall have the right to make the timing of the ability to exercise any Option
granted under this Plan subject to such performance requirements as deemed
appropriate by the Committee. At any time after the grant of an Option the
Committee may reduce or eliminate any restrictions surrounding any Participant's
right to exercise all or part of the Option.

         6.5 TERMINATION OF EMPLOYMENT. Subject to Section 11, upon a
termination of employment by a Participant prior to the full exercise of an
Option, the unexercised portion of the Option shall be subject to such
procedures as the Committee may establish except, in the case of an ISO, if and
to the extent that other procedures are necessary to comply with the provisions
of Section 421, 422 or 424 of the Code.

         6.6 PAYMENT OF EXERCISE PRICE. The exercise price of an Option shall be
paid in the form of one of more of the following, as the Committee shall
specify, either through the terms of the Option Document or at the time of
exercise of an Option: (a) cash or certified or cashiers' check, (b) shares of
capital stock of the Company that have been held by the Participant for such
period of time as the Committee may specify, (c) other property deemed
acceptable by the Committee, (d) a reduction in the number of Shares or other
property otherwise issuable pursuant to such Option, (e) a promissory note of or
other commitment to pay by the Participant or of a third party, the terms and
conditions of which shall be determined by the Committee, or (f) any combination
of (a) through (e).

SECTION 7.        INCENTIVE BONUSES

         Each Incentive Bonus Award will confer upon the Employee the
opportunity to earn a future payment tied to the level of achievement with
respect to one or more performance criteria established for a performance period
of not less than one year.

         7.1 INCENTIVE BONUS DOCUMENT. Each Incentive Bonus Document shall
contain provisions regarding (a) the target and maximum amount payable to the
Participant as an Incentive Bonus, (b) the performance criteria and level of
achievement versus these criteria that shall determine the amount of such
payment, (c) the term of the performance period as to which performance shall be
measured for determining the amount of any payment, (d) the timing of any
payment earned by virtue of performance, (e) restrictions on the alienation or
transfer of the Incentive Bonus prior to actual payment, (f) forfeiture
provisions, and (g) such further terms and conditions, in each case not
inconsistent with this Plan as may be determined from time to time by the
Committee. The maximum amount payable as an Incentive Bonus may be a multiple of
the target amount payable, but the maximum amount payable pursuant to that
portion of an Incentive Bonus Award granted under this Plan for any fiscal year
to any Participant that is intended to satisfy the requirements for "performance
based compensation" under Code Section 162(m) shall not exceed $1,000,000.

         7.2 PERFORMANCE CRITERIA. The Committee shall establish the performance
criteria and level of achievement versus these criteria that shall determine the
target and maximum amount payable under an Incentive Bonus Award, which criteria
may be based on financial performance and/or personal performance evaluations.
The Committee may specify the percentage of the target Incentive Bonus that is
intended to satisfy the requirements for "performance-based compensation" under
Code Section 162(m). Notwithstanding anything to the contrary herein, the
performance criteria for any portion of an Incentive Bonus that is intended by
the Committee to satisfy the requirements for "performance-based compensation"
under Code Section 162(m) shall be a measure based on one or more Qualifying
Performance Criteria (as defined in Section 9.2) selected by the Committee and
specified at the time the Incentive Bonus Award is granted. The Committee shall
certify the extent to which any Qualifying Performance Criteria has been
satisfied, and the amount payable as a result thereof, prior to payment of any
Incentive Bonus that is intended to satisfy the requirements for
"performance-based compensation" under Code Section 162(m).


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         7.3 TIMING AND FORM OF PAYMENT. The Committee shall determine the
timing of payment of any Incentive Bonus. The Committee may provide for or,
subject to such terms and conditions as the Committee may specify, may permit a
Participant to elect for the payment of any Incentive Bonus to be deferred to a
specified date or event.

         7.4 DISCRETIONARY ADJUSTMENTS. Notwithstanding satisfaction of any
performance goals, the amount paid under an Incentive Bonus Award on account of
either financial performance or personal performance evaluations may be reduced
by the Committee on the basis of such further considerations as the Committee
shall determine.

SECTION 8.        INCENTIVE STOCK

         Incentive Stock is an award or issuance of Shares the grant, issuance,
retention, vesting and/or transferability of which is subject during specified
periods of time to such conditions (including performance conditions) and terms
as the Committee deems appropriate.

         8.1 INCENTIVE STOCK DOCUMENT. Each Incentive Stock Document shall
contain provisions regarding (a) the number of Shares subject to such Award or a
formula for determining such, (b) the performance criteria, if any, and level of
achievement versus these criteria that shall determine the number of Shares
granted, issued, retainable and/or vested, (c) the period, if any, as to which
performance shall be measured for determining achievement of performance, (d)
forfeiture, (e) tranferability and (f) such further terms and conditions, not
inconsistent with this Plan as may be determined from time to time by the
Committee.

         8.2 SALE PRICE. Subject to the requirements of applicable law, the
Committee shall determine the price, if any, at which Shares of Incentive Stock
shall be sold or awarded to an Eligible Person, which may vary from time to time
and among Eligible Persons and which may be below the fair market value of such
Shares at the date of grant or issuance.

         8.3 PERFORMANCE CRITERIA. The grant, issuance, retention and/or vesting
of each Incentive Share may but need not be subject to such performance criteria
and level of achievement versus these criteria as the Committee shall determine,
which criteria may be based on financial performance and/or personal performance
evaluations. Notwithstanding anything to the contrary herein, the performance
criteria for any Incentive Stock that is intended to satisfy the requirements
for "performance-based compensation" under Code Section 162(m) shall be a
measure based on one or more Qualifying Performance Criteria selected by the
Committee and specified at the time the Incentive Stock Award is granted.

         8.4 DISCRETIONARY ADJUSTMENTS. Notwithstanding satisfaction of any
performance goals, the number of Shares granted, issued, retainable and/or
vested under an Incentive Stock Award on account of either financial performance
or personal performance evaluations may be reduced by the Committee on the basis
of such further considerations as the Committee shall determine.

         8.5 TERMINATION OF EMPLOYMENT. Subject to Section 11, upon a
termination of employment by a Participant prior to the vesting of or the
lapsing of restrictions on Incentive Stock, the Incentive Stock Awards granted
to such Participant shall be subject to such procedures as determined by the
Committee.

SECTION 9.        OTHER PROVISIONS APPLICABLE TO AWARDS

         9.1 TRANSFERABILITY. Unless the agreement or other document evidencing
an Award (or an amendment thereto authorized by the Committee) expressly states
that the Award is transferable as provided hereunder, no Award granted under
this Plan, nor any interest in such Award, may be sold, assigned, conveyed,
gifted, pledged, hypothecated or otherwise transferred in any manner prior to
the vesting or lapse of any and all restrictions applicable thereto, other than
by will or the laws of descent and distribution. The Committee may grant an
Award or amend an outstanding Award to provide that the Award is transferable or
assignable to a member or members of the Participant's "immediate family," as
such term is defined in Rule 16a-1(e) under the



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Securities Exchange Act of 1934, as amended (the "Exchange Act"), or to a trust
for the benefit solely of a member or members of the Participant's immediate
family, or to a partnership or other entity whose only owners are members of the
Participant's immediate family, PROVIDED that (i) no consideration is given in
connection with the transfer of such Award, and (ii) following any such transfer
or assignment the Award will remain subject to substantially the same terms
applicable to the Award while held by the Participant, as modified as the
Committee shall determine appropriate, and the transferee shall execute an
agreement agreeing to be bound by such terms.

         9.2 QUALIFYING PERFORMANCE CRITERIA. For purposes of this Plan, the
term "Qualifying Performance Criteria" shall mean any one or more of the
following performance criteria, either individually, alternatively or in any
combination, applied to either the Company as a whole or to a business unit or
subsidiary, either individually, alternatively or in any combination, and
measured either annually or cumulatively over a period of years, on an absolute
basis or relative to a pre-established target, to previous years' results or to
a designated comparison group, in each case as specified by the Committee in the
Award: (a) cash flow, (b) earnings per share, (c) earnings before interest,
taxes and amortization), (d) return on equity, (e) total stockholder return, (f)
return on capital, (g) return on assets or net assets, (h) revenue, (i) income
or net income, (j) operating income or net operating income, (k) operating
profit or net operating profit, (l) operating margin, (m) return on operating
revenue, (n) market share, and (o) overhead or other expense reduction. The
Committee shall appropriately adjust any evaluation of performance under a
Qualifying Performance Criteria to exclude any of the following events that
occurs during a performance period: (i) asset write-downs, (ii) litigation or
claim judgments or settlements, (iii) the effect of changes in tax law,
accounting principles or other such laws or provisions affecting reported
results, (iv) accruals for reorganization and restructuring programs, and (v)
any extraordinary non-recurring items as described in Accounting Principles
Board Opinion No. 30 and/or in management's discussion and analysis of financial
condition and results of operations appearing in the Company's annual report to
stockholders for the applicable year.

         9.3 DIVIDENDS. Unless otherwise provided by the Committee, no
adjustment shall be made in Shares issuable under Awards on account of cash
dividends that may be paid or other rights that may be issued to the holders of
Shares prior to their issuance under any Award. The Committee shall specify
whether dividends or dividend equivalent amounts shall be paid to any
Participant with respect to the Shares subject to any Award that have not vested
or been issued or that are subject to any restrictions or conditions on the
record date for dividends.

         9.4 DOCUMENTS EVIDENCING AWARDS. The Committee shall, subject to
applicable law, determine the date an Award is deemed to be granted, which for
purposes of this Plan shall not be affected by the fact that an Award is
contingent on subsequent stockholder approval of this Plan. The Committee or,
except to the extent prohibited under applicable law, its delegate(s) may
establish the terms of agreements or other documents evidencing Awards under
this Plan and may, but need not, require as a condition to any such agreement's
or document's effectiveness that such agreement or document be executed by the
Participant and that such Participant agree to such further terms and conditions
as specified in such agreement or document. The grant of an Award under this
Plan shall not confer any rights upon the Participant holding such Award other
than such terms, and subject to such conditions, as are specified in this Plan
as being applicable to such type of Award (or to all Awards) or as are expressly
set forth in the agreement or other document evidencing such Award.

         9.5 TANDEM STOCK OR CASH RIGHTS. Either at the time an Award is granted
or by subsequent action, the Committee may, but need not, provide that an Award
shall contain as a term thereof, a right, either in tandem with the other rights
under the Award or as an alternative thereto, of the Participant to receive,
without payment to the Company, a number of Shares, cash or a combination
thereof, the amount of which is determined by reference to the value of the
Award.

         9.6 FINANCING. The Committee may provide financing to a Participant in
a principal amount sufficient to pay the purchase price of any Award and/or to
pay the amount of taxes required by law to be withheld with respect to any
Award. Any such loan shall be subject to all applicable legal requirements and
restrictions pertinent thereto, including Regulation G promulgated by the
Federal Reserve Board. The grant of 


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an Award shall in no way obligate the Company or the Committee to provide any
financing whatsoever in connection therewith.

SECTION 10.       CHANGES IN CAPITAL STRUCTURE

         If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or a
different number or kind of shares or securities, or if cash, property or shares
or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split, spin-off or the like, or if substantially all of the property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide otherwise, the Committee shall make appropriate and proportionate
adjustments in (i) the number and type of shares or other securities or cash or
other property that may be acquired pursuant to Awards theretofore granted under
this Plan and the exercise or settlement price of such Awards, PROVIDED,
HOWEVER, that such adjustment shall be made in such a manner that will not
affect the status of any Award intended to qualify as an ISO under Code Section
422 or as "performance based compensation" under Code Section 162(m), and (ii)
the maximum number and type of shares or other securities that may be issued
pursuant to such Awards thereafter granted under this Plan.

SECTION 11.       CHANGE OF CONTROL

         11.1 EFFECT OF CHANGE OF CONTROL. The Committee may through the terms
of the Award or otherwise provide that any or all of the following shall occur,
in connection with a Change of Control or a Change of Control Transaction (as
those terms are defined in Section 11.2), or upon termination of the
Participant's employment following a Change of Control or a Change of Control
Transaction: (a) in the case of an Option, the acceleration of the Participant's
ability to exercise any portion of the Option not previously exercisable, (b) in
the case of an Incentive Bonus, the acceleration of the Participant's right to
receive a payment equal to the target amount payable or, if greater, a payment
based on performance through a date determined by the Committee prior to the
Change of Control, and (c) in the case of Shares issued in payment of any
Incentive Bonus, and/or in the case of Incentive Stock, the lapse and expiration
of any conditions to the grant, issuance, retention, vesting or transferability
of, or any other restrictions applicable to, such Award. The Committee also may,
through the terms of the Award or otherwise, provide for an absolute or
conditional exercise, payment or lapse of conditions or restrictions on an Award
that shall only be effective if, upon the announcement of a Change of Control
Transaction, no provision is made in such Change of Control Transaction for the
exercise, payment or lapse of conditions or restrictions on the Award, or other
procedure whereby the Participant may realize the full benefit of the Award.

         11.2     DEFINITIONS.  Unless the Committee shall provide otherwise,

         "Change of Control" shall mean an occurrence of any of the following 
         events:

                  (a) an acquisition (other than directly from the Company) of
         any voting securities of the Company (the "Voting Securities") by any
         "person or group" (within the meaning of Section 13(d)(3) or 14(d)(2)
         of the Exchange Act) immediately after which such person or group has
         "Beneficial Ownership" (within the meaning of Rule 13d-3 under the
         Exchange Act) of more than 50% of the combined voting power of the
         Company's then outstanding Voting Securities, except in the case of an
         acquisition by any person or group that immediately prior to such
         acquisition already had Beneficial Ownership of more than 50% of the
         combined voting power of the Company's then outstanding Voting
         Securities;

                  (b) approval by the stockholders of (i) a merger,
         consolidation or reorganization involving the Company, unless the
         company resulting from such merger, consolidation or reorganization
         (the "Surviving Corporation") shall adopt or assume this Plan and all
         Participants' Awards under this Plan and either (A) the stockholders of
         the Company immediately before such 


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         merger, consolidation or reorganization own, directly or indirectly
         immediately following such merger, consolidation or reorganization,
         more than 50% of the combined voting power of the Surviving Corporation
         in substantially the same proportion as their ownership immediately
         before such merger, consolidation or reorganization, or (B) at least a
         majority of the members of the Board of Directors of the Surviving
         Corporation were directors of the Company immediately prior to the
         execution of the agreement providing for such merger, consolidation or
         reorganization, or (ii) a complete liquidation or dissolution of the
         Company; or

                  (c) such other events as the Committee from time to time may
specify.

         "Change of Control Transaction" shall mean any tender offer, offer,
exchange offer, solicitation, merger, consolidation, reorganization or other
transaction that is intended to or reasonably expected to result in a change of
control.

SECTION 12.       TAXES

         12.1 WITHHOLDING REQUIREMENTS. The Committee may make such provisions
or impose such conditions as it may deem appropriate for the withholding or
payment by a Participant of any taxes that the Committee determines are required
in connection with any Award granted under this Plan, and a Participant's rights
in any Award are subject to satisfaction of such conditions.

         12.2 PAYMENT OF WITHHOLDING TAXES. Notwithstanding the terms of Section
12.1, the Committee may provide in the agreement or other document evidencing an
Award or otherwise that all or any portion of the taxes required to be withheld
by the Company or, if permitted by the Committee, desired to be paid by the
Participant, in connection with the exercise of a Nonqualified Option or the
exercise, vesting, settlement or transfer of any other Award shall be paid or,
at the election of the Participant, may be paid by the Company by withholding
shares of the Company's capital stock otherwise issuable or subject to such
Award, or by the Participant delivering previously owned shares of the Company's
capital stock, in each case having a fair market value equal to the amount
required or elected to be withheld or paid. Any such election is subject to such
conditions or procedures as may be established by the Committee and may be
subject to disapproval by the Committee.

SECTION 13.       AMENDMENTS OR TERMINATION

         The Board may amend, alter or discontinue this Plan or any agreement or
other document evidencing an Award made under this Plan, but no such amendment
shall, without the approval of the stockholders of the Company:

                  (a) materially increase the maximum number of shares of Common
         Stock for which Awards may be granted under this Plan;

                  (b) reduce the price at which Options may be granted below the
         price provided for in Section 6.2;

                  (c) reduce the exercise price of outstanding Options;

                  (d) impair the rights of any Award holder, without such
         holder's consent, under any Award granted prior to the date of any
         Change of Control;

                  (e) extend the term of this Plan; or

                  (f) change the class of persons eligible to be Participants.


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SECTION 14.       COMPLIANCE WITH OTHER LAWS AND REGULATIONS.

         This Plan, the grant and exercise of Awards thereunder, and the
obligation of the Company to sell, issue or deliver Shares under such Awards,
shall be subject to all applicable federal, state and foreign laws, rules and
regulations and to such approvals by any governmental or regulatory agency as
may be required. The Company shall not be required to register in a
Participant's name or deliver any Shares prior to the completion of any
registration or qualification of such Shares under any federal, state or foreign
law or any ruling or regulation of any government body which the Committee shall
determine to be necessary or advisable. This Plan is intended to constitute an
unfunded arrangement for a select group of management or other key employees,
directors and consultants.

         No Option shall be exercisable unless a registration statement with
respect to the Option is effective or the Company has determined that such
registration is unnecessary. Unless the Awards and Shares covered by this Plan
have been registered under the Securities Act of 1933, as amended, or the
Company has determined that such registration is unnecessary, each person
receiving an Award and/or Shares pursuant to any Award may be required by the
Company to give a representation in writing that such person is acquiring such
Shares for his or her own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof.

SECTION 15.       OPTION GRANTS BY SUBSIDIARIES

         In the case of a grant of an option to any Eligible Person employed by
a subsidiary of the Company, such grant may, if the Committee so directs, be
implemented by the Company issuing any subject shares to the subsidiary, for
such lawful consideration as the Committee may determine, upon the condition or
understanding that the subsidiary will transfer the shares to the optionholder
in accordance with the terms of the option specified by the Committee pursuant
to the provisions of this Plan. Notwithstanding any other provision hereof, such
option may be issued by and in the name of the subsidiary and shall be deemed
granted on such date as the Committee shall determine.

SECTION 16.       NO RIGHT TO COMPANY EMPLOYMENT

         Nothing in this Plan or as a result of any Award granted pursuant to
this Plan shall confer on any individual any right to continue in the employ of
the Company or interfere in any way with the right of the Company to terminate
an individual's employment at any time. The agreements or other documents
evidencing Awards may contain such provisions as the Committee may approve with
reference to the effect of approved leaves of absence.

SECTION 17.       EFFECTIVENESS AND EXPIRATION OF PLAN

         This Plan shall be effective on the date the Board adopts this Plan.
All Awards granted under this Plan are subject to, and may not be exercised
before, the approval of this Plan by the stockholders prior to the first
anniversary date of the effective date of this Plan, by the affirmative vote of
the holders of a majority of the outstanding shares of the Company present, or
represented by proxy, and entitled to vote, at a meeting of the Company's
stockholders or by written consent in accordance with the laws of the State of
Delaware; PROVIDED that if such approval by the stockholders of the Company is
not forthcoming, all Awards previously granted under this Plan shall be void. No
Awards shall be granted pursuant to this Plan more than ten (10) years after the
effective date of this Plan.

SECTION 18.       NON-EXCLUSIVITY OF PLAN

         Neither the adoption of this Plan by the Board nor the submission of
this Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or the Committee to adopt
such other incentive arrangements as either may deem desirable, including
without 


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limitation, the granting of restricted stock or stock options otherwise than
under this Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

SECTION 19.       GOVERNING LAW

         This Plan and any agreements or other documents hereunder shall be
interpreted and construed in accordance with the laws of the State of Delaware
and applicable federal law. The Committee may provide that any dispute as to any
Award shall be presented and determined in such forum as the Committee may
specify, including through binding arbitration. Any reference in this Plan or in
the agreement or other document evidencing any Award to a provision of law or to
a rule or regulation shall be deemed to include any successor law, rule or
regulation of similar effect or applicability.






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