Exhibit 4.3


                               THE DII GROUP, INC.

                             1993 STOCK OPTION PLAN


     I.   PURPOSES AND SCOPE OF PLAN.

     DOVatron  International,  Inc. (the  "Company")  desires to afford  certain
salaried  officers  and other  salaried  key  employees  of the  Company and its
subsidiaries who are in a position to affect  materially the  profitability  and
growth  of the  Company  and  its  subsidiaries  an  opportunity  to  acquire  a
proprietary interest in the Company, and thus to create in such persons interest
in and a greater  concern  for the  welfare of the  Company.  Directors  who are
salaried  key  employees  within the meaning of the  foregoing  are  eligible to
participate in the Plan.

     The stock  options  offered  pursuant  to this 1993 Stock  Option Plan (the
"Plan") are a matter of separate inducement and are not in lieu of any salary or
other compensation for services.

     The Company,  by means of the Plan, seeks to retain the services of persons
now  holding key  positions  and to secure the  services  of persons  capable of
filling such positions.

     The options  granted under the Plan may be  designated as either  incentive
stock  options  ("Incentive  Options")  within the meaning of Section 422 of the
Internal  Revenue Code of 1986, as amended (the "Code"),  or options that do not
meet the requirements for Incentive  Options  ("Non-Qualified  Options") but the
Company makes no warranty as to the  qualification of any option as an Incentive
Option.

     II.  AMOUNT OF STOCK SUBJECT TO THE PLAN

     The total number of ordinary  shares of the Company  which may be purchased
pursuant to the exercise of options granted under the Plan, including the shares
that are subject to options  ("Substituted  Options") that are  substituted  for
options to purchase  shares of common  stock of Dover  Corporation  ("Dover") in
connection with the  distribution  (the  "Distribution")  by Dover of all of the
outstanding  common  stock of the  Company  held by Dover to the  holders of the
common stock of Dover, shall not exceed, in the aggregate, 550,000 shares of the
authorized  shares,  S$0.01 par value, per share, of the Company (the "Shares"),
subject to adjustment pursuant to Article XII of the Plan.

     Shares  which  may be  acquired  under  the Plan  shall be  authorized  but
unissued Shares. If and to the extent that options granted under the Plan expire
or  terminate  without  having been  exercised,  new options may be granted with
respect to the Shares  covered by such expired or  terminated  option,  provided
that the grant and the terms of such new options  shall in all  respects  comply
with the provisions of the Plan.

     Except as provided in Article XX, the Company may, from time to time during
the  period  beginning  on the date (the  "Distribution  Date")  that all of the
outstanding  common  stock of the Company is  distributed  to the holders of the
common stock of Dover (the "Effective  Date") and ending ten years from the date
thereof (the "Termination  Date") grant options to certain salaried officers and
other salaried key employees under the terms hereinafter set forth.

     III. ADMINISTRATION

     The Compensation Committee (the "Committee"),  or the Board of Directors of
the Company (the "Board of Directors") if there is no Committee,  will have sole
and exclusive  authority to administer the Plan. The Committee  shall consist of
no fewer than two (2) members of the Board of Directors, each of whom shall be a
"disinterested  person"  within the meaning of Rule 16b-3 (or any successor rule
or regulation) ("Rule 16b-3")  promulgated under the Securities  Exchange Act of
1934, as amended (the "Exchange  Act").  The Committee shall administer the Plan
so as to comply at all times with Rule  16b-3.  A majority of the members of the
Committee shall

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constitute a quorum,  and the act of a majority of the members of the  Committee
shall be the act of the Committee. Any member of the Committee may be removed at
any time,  either with or without cause, by resolution  adopted by a majority of
the Board of  Directors,  and any  vacancy on the  Committee  may at any time be
filled by resolution adopted by a majority of the Board of Directors.

     Any or all powers and  functions of the  Committee may at any time and from
time to time be exercised by the Board of Directors;  provided,  however,  that,
with respect to the  participation in the Plan by persons who are members of the
Board of Directors,  such powers and functions of the Committee may be exercised
by the  Board of  Directors  only if, at the time of such  exercise,  all of the
members  of the  Board  of  Directors  acting  in  the  particular  matter,  are
"disinterested  persons" within the meaning of Rule 16b-3 (or any successor rule
or regulation) promulgated under the Exchange Act.

     Subject to the express  provisions  of the Plan,  the Board of Directors or
the Committee, as the case may be, shall have authority,  in its discretion,  to
determine  the  persons to whom  options  shall be  granted,  the time when such
options  shall be granted,  the number of Shares  which shall be subject to each
option,  the purchase price of each Share which shall be subject to each option,
the period(s)  during which such options shall be exercisable  (whether in whole
or in part),  whether such options shall be Incentive  Options or  Non-Qualified
Options and the other terms and provisions thereof. In determining the employees
to whom  options  shall be granted  and the  number of Shares for which  options
shall be granted to each person, the Board of Directors or the Committee, as the
case may be, shall consider the length of service,  the amount of earnings,  and
the responsibilities and duties of such person.

     Subject to the express  provisions  of the Plan,  the Board of Directors or
the  Committee,  as the case may be, also shall have  authority  to construe the
Plan and  options  granted  thereunder,  to amend the Plan and  options  granted
thereunder,  to prescribe,  amend and rescind rules and regulations  relating to
the Plan, to determine the terms and provisions of the respective options (which
need  not be  identical)  and to make  all  other  determinations  necessary  or
advisable for  administering  the Plan. The Board of Directors or the Committee,
as the case may be, also shall have the authority to require, in its discretion,
as a condition of the granting of any such option,  that the optionee  agree not
to sell or  otherwise  dispose of Shares  acquired  pursuant to the option for a
period of six (6)  months  following  the latest of (i) the date of the grant of
such  option or (ii) the date when the  exercise  price of an option is fixed if
such exercise price is not fixed on the date of grant.

     The  determination of the Board of Directors or the Committee,  as the case
may be, on matters referred to in this Article III shall be conclusive.

     The Board of  Directors  or the  Committee,  as the case may be, may employ
such legal  counsel,  consultants  and agents as it may deem  desirable  for the
administration  of the Plan and may rely upon any opinion received from any such
counsel or consultant and any  computation  received from any such consultant or
agent.  Expenses  incurred by the Board of  Directors  or the  Committee  in the
engagement of such counsel, consultant or agent shall be paid by the Company. No
member or former member of the  Committee or of the Board of Directors  shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any option granted hereunder.

     IV.  ELIGIBILITY

     Options may be granted only to certain salaried officers and other salaried
key  employees  of the Company and its  subsidiaries  who are not members of the
Committee;  provided,  that no person  shall be  eligible  for any option if the
granting of such option to such person  would  prevent the  satisfaction  by the
Plan of the general exemptive conditions of Rule 16b-3.

     An Incentive Option shall not be granted to any person who, at the time the
option is granted, owns shares of the Company or any subsidiary or parent of the
Company  possessing  more than ten percent  (10%) of the total  combined  voting
power of all classes of shares of the Company or of any  subsidiary or parent of
the  Company  unless (i) the option  price is at least one  hundred  ten percent
(110%) of the fair  market  value per share (as  defined in

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Article  VI) of the  shares  subject  to the  option  and (ii) the option is not
exercisable  after the fifth  anniversary of the date of grant of the option. In
determining  share ownership of an employee,  the rules of Section 424(d) of the
Code shall be applied, and the Board of Directors or the Committee,  as the case
may be,  may rely on  representations  of fact  made to it by the  employee  and
believed by it to be true.

     V.   MAXIMUM ALLOTMENT OF INCENTIVE OPTIONS

     If the  aggregate  fair  market  value  of  shares  with  respect  to which
Incentive  Options are  exercisable for the first time by an employee during any
calendar year (under all stock option plans of the Company and any parent or any
subsidiary of the Company) exceeds $100,000, any options which otherwise qualify
as  Incentive  Options,  to the  extent  of  the  excess,  will  be  treated  as
Non-Qualified Options.

     VI.  OPTION PRICE AND PAYMENT

     Except with respect to the  Substitute  Options and the  Distribution  Date
Options (as hereinafter  defined),  the price per Share under any option granted
hereunder  shall be such amount as the Board of Directors or the  Committee,  as
the case may be, shall  determine,  provided,  however,  such price shall not be
less than one  hundred  percent  (100%) of the fair  market  value of the Shares
subject to such option, as determined in good faith by the Board of Directors or
the  Committee,  as the case  may be,  at the date the  option  is  granted  and
provided  further that in no event may the price be less than the par value of a
share.  In the  case of  Substitute  Options,  the  price  shall  be  determined
according to the formula set forth in the employee matters  agreement,  dated as
of May 4, 1993,  between the Company and Dover entered into in  connection  with
the  Distribution.  In the case of  options  granted  on the  Distribution  Date
("Distribution Date Options"),  the price per Share shall be the average closing
price per share of the  Company's  common stock on the National  Association  of
Securities  Dealers,  Inc.  Automated  Quotation  System  ("NASDAQ")  for the 30
trading days beginning 5 days after the Distribution Date.

     If the Shares are listed on a national  securities  exchange  in the United
States on the date any option is granted,  the fair market value per Share shall
be deemed to be the  highest  sales  price at which such Shares are sold on such
national  securities  exchange  in the United  States on the date upon which the
option is  granted,  but if the  Shares  are not  traded on such  date,  or such
national  securities  exchange is not open for  business on such date,  the fair
market value per Share shall be the Closing price per share determined as of the
closest  preceding date on which such exchange shall have been open for business
and the Shares were  traded.  If the Shares are listed on more than one national
securities exchange in the United States on the date any such option is granted,
the Board of Directors  or the  Committee,  as the case may be, shall  determine
which national  securities exchange shall be used for the purpose of determining
the fair  market  value per  Share.  If the  Shares are not listed on a national
securities  exchange but are reported on NASDAQ, the fair market value per share
shall be deemed to be the  average  of the high bid and low asked  prices on the
date upon which the option is granted as reported by NASDAQ.

     For purposes of this Plan, the  determination  by the Board of Directors or
the Committee,  as the case may be, of the fair market value of a Share shall be
conclusive.

     Upon the exercise of an option granted  hereunder,  the Company shall cause
the  purchased  Shares to be issued  only when it shall have  received  the full
purchase price for the Shares in cash.

     VII. USE OF PROCEEDS

     The cash  proceeds  of the sale of Shares  subject to the  options  granted
hereunder  are to be added to the general  funds of the Company and used for its
general corporate purposes as the Board of Directors shall determine.

     VIII. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE

     Except with respect to the  Substituted  Options,  the terms of each option
will be for such period as the Board of Directors or the Committee,  as the case
may be, shall  determine,  but in no event may any option  granted

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hereunder be exercisable more than ten (10) years from the date of grant of such
option. The Substituted options shall, to the extent permitted by all applicable
laws, contain terms and conditions  applicable to the options for which they are
substituted.

     The Board of Directors or the Committee, as the case may be, shall have the
right to limit,  restrict or prohibit,  in whole or in part,  from time to time,
conditionally  or  unconditionally,   rights  to  exercise  any  option  granted
hereunder.

     To the  extent  that an  option  is not  exercised  within  the  period  of
exercisability  specified  therein,  it shall expire as to the then  unexercised
part.

     IX.  EXERCISE OF OPTIONS

     Options granted under the Plan shall be exercised by the optionee as to all
or part of the Shares  covered  thereby  by the giving of written  notice of the
exercise thereof to the Company at the principal business office of the Company,
specifying the number of Shares to be purchased,  accompanied by a check payable
to the Company for the full  purchase  price of such shares.  The date of actual
receipt by the  Company of such  notice  shall be deemed the date of exercise of
the option with respect to the Shares being  purchased.  Subject to the terms of
Articles XV, XVI, XVII and XVIII,  the Company shall cause  certificates for the
Shares so purchased to be delivered to the optionee, against payment of the full
purchase price.

     X.   NONTRANSFERABILITY OF OPTIONS

     An option granted hereunder shall not be transferable, whether by operation
of law or otherwise, other than by will or the laws of descent and distribution,
and any option granted  hereunder shall be  exercisable,  during the lifetime of
the holder, only by such holder.

     The option of any person to  acquire  shares and all his rights  thereunder
shall terminate immediately if the holder: (a) attempts to or does sell, assign,
transfer,  pledge,  hypothecate or otherwise dispose of the option or any rights
thereunder  to any  other  person  except as  permitted  above:  or (b)  becomes
insolvent  or bankrupt  or becomes  involved in any manner so that the option or
any rights  thereunder  becomes  subject to being  taken from him to satisfy his
debts or liabilities.

     The Company will stamp all share certificates  delivered to the shareholder
with an appropriate legend if the Shares are not registered under the Securities
Act of 1933, as amended (the "Act") or are otherwise not free to be  transferred
by the holder and will issue appropriate stop-order instructions to the transfer
agent for the Shares,  if and to the extent such  stamping or  instructions  may
then be required by the Act or by any rule or regulation of the  Securities  and
Exchange Commission issued pursuant to the Act.

     XI.  TERMINATION OF EMPLOYMENT

     Upon termination of employment of any option holder,  any option previously
granted  to such  option  holder,  unless  otherwise  specified  by the Board of
Directors  or the  Committee,  as the  case may be,  shall,  to the  extent  not
theretofore exercised, terminate and become null and void, provided that:

          (a) if the option  holder shall die while in the employ of the Company
     or any  subsidiary  of the  Company,  and at a time when such  employee was
     entitled  to  exercise  an  option as herein  provided,  his  estate or the
     legatees or  distributees  of his estate or of the option,  as the case may
     be, of such option holder,  may,  within one (1) year following the date of
     death,  but not beyond that time and in no event later than the  expiration
     date of the option,  exercise  such option,  to the extent not  theretofore
     exercised,  in  respect  of any or all of such  number of Shares  which the
     option holder was entitled to purchase; and

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          (b) if the  employment  of any option holder to whom such option shall
     have  been  granted  shall  terminate  by  reason  of the  option  holder's
     retirement  on or after he  reaches  the age of 60 years in such  manner as
     would entitle him to receive full Social Security  benefits if he were then
     65 years of age, or  disability  (as  described in Section  22(e)(3) of the
     Code),  and while such  employee is  entitled  to  exercise  such option as
     herein provided,  such option holder shall have the right to purchase under
     the option the number of Shares,  if any,  which he is entitled to purchase
     at the time of such termination,  at any time up to and including three (3)
     months after the date of such  termination  of  employment,  but not beyond
     that  time and in no event  shall an  option be  exercised  later  than the
     expiration date of the option.

     In no event shall any person be entitled to exercise  any option  after the
expiration of the period of exercisability of such option as specified therein.

     Other than as set forth above, if an option holder  voluntarily  terminates
his or her employment,  or is discharged,  any option granted hereunder shall be
canceled and the option holder shall have no further rights to exercise any such
option and all of the option  holder's rights  thereunder  shall terminate as of
the effective date of such termination of employment.

     If  an  option   granted   hereunder   shall  be  exercised  by  the  legal
representative  of a  deceased  option  holder or former  option  holder or by a
person who acquired an option granted  hereunder by bequest or inheritance or by
reason of the death of any option holder or former option holder, written notice
of  such  exercise   shall  be  accompanied  by  a  certified  copy  of  letters
testamentary or equivalent  proof of the right of such legal  representative  or
other person to exercise such option.

     For the purposes of the Plan, an employment relationship shall be deemed to
exist  between  an  individual  and  a  corporation  if,  at  the  time  of  the
determination, the individual was an "employee" of such corporation for purposes
of Section 422 (a) of the Code.

     A termination  of employment  shall not be deemed to occur by reason of (i)
the transfer of an employee  from  employment  by the Company to employment by a
subsidiary of the Company or (ii) the transfer of an employee from employment by
a  subsidiary  of the  Company  to  employment  by  the  Company  or by  another
subsidiary of the Company.

     XII. ADJUSTMENT OF SHARES: EFFECT OF CERTAIN TRANSACTIONS

     In the  event of any  change  in the  outstanding  Shares  through  merger,
consolidation,  reorganization,  recapitalization,  stock dividend, stock split,
split-up,  split-off,  spin-off,  combination of shares,  exchange of shares, or
other like change in capital  structure of the Company,  an adjustment shall, to
the extent permitted by all applicable laws, be made to each outstanding  option
such that each such option shall  thereafter be exercisable for such securities,
cash and/or other  property as would have been received in respect of the Shares
subject to such option had such option been exercised in full immediately  prior
to such change,  and such an adjustment shall be made successively each time any
such change shall occur.  The term "Shares" shall after any such change refer to
the securities, cash and/or property then receivable upon exercise of an option.
In  addition,  in the event of any such  change,  the Board of  Directors or the
Committee,  as the case may be,  shall  make any  further  adjustment  as may be
appropriate  to the maximum  number of Shares  subject to the Plan,  the maximum
number of Shares for which options may be granted to any one  employee,  and the
number of Shares and price per Share subject to outstanding  options as shall be
equitable to prevent  dilution or enlargement of rights under such options,  and
the  determination  of the Board of Directors or the Committee,  as the case may
be, as to these matters shall be conclusive.  Notwithstanding the foregoing, (i)
each such adjustment  with respect to an Incentive  Option shall comply with the
rules of Section 424 (a) of the Code,  and (ii) in no event shall any adjustment
be made which would render any Incentive Option granted  hereunder other than an
incentive  stock  option for  purposes  of Section  422 of the Code  without the
consent of the grantee.

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     XIII. RIGHT TO TERMINATE EMPLOYMENT

     The granting of any option  hereunder  shall not alter or otherwise  affect
the  rights of the  Company or of its  subsidiaries  to change the duties of any
option holder or the services to be performed by him or the place of performance
of such service or his compensation, and shall not lessen, restrict or otherwise
affect the right of the option holder's  employer to terminate his employment at
any time.  Any  person  who is  granted  an option  under the plan  agrees  upon
acceptance  of such  option to remain in the  employment  of the  Company or its
subsidiaries,  as the case may be,  for at least 12 months  from the date of the
option,  at his then base  salary  (or at such other  salary as may be  mutually
satisfactory  to the individual  and the  employer),  except in the event of his
earlier death or illness or other disability incapacitating him.

     XIV. CHANGE OF CONTROL

     Upon a Change of Control (as  defined  below) of the  Company,  all options
shall immediately vest and become  exercisable in full during the remaining term
thereof,  and shall  remain so,  whether  or not the option  holder to whom such
options  have  been   granted   remains  an  employee  of  the  Company  or  its
subsidiaries.

     A Change of Control shall be deemed to have taken place upon the occurrence
of any of the following events:

          (i)  any  Person  (which  shall  mean  and  include  any   individual,
     corporation,  partnership,  group,  association or other "person",  as such
     term is used in Sections 13 and 14 of the Securities  Exchange Act of 1934)
     is, becomes,  or has the right to become the beneficial owner,  directly or
     indirectly,  of securities of the Company  representing  20% or more of the
     Shares then  outstanding,  whether or not such Person  continues  to be the
     beneficial owner of securities  representing 20% or more of the outstanding
     Shares; or

          (ii) as the result of, or in connection  with,  any tender or exchange
     offer,  merger or other business  combination,  sale of assets or contested
     election,  any  announcement  of an intention to make any of the  foregoing
     transactions,   or  any  combination  of  the  foregoing   transactions  (a
     "Transaction"),  those persons who were directors of the Company before the
     Transaction  and were  otherwise  unaffiliated  with any other party to the
     Transaction  shall cease to constitute a majority of the Board of Directors
     of the Company or any  successor  to the Company (a "Change in the Board");
     or

          (iii)  the   shareholders   of  the   Company   approve   any  merger,
     consolidation,  reorganization, liquidation, dissolution, or sale of all or
     substantially  all of the Company's assets in which neither the Company nor
     a successor  resulting  from a change in  domicile or form of  organization
     will survive as an independent, publicly owned corporation.

     (b) Notwithstanding  anything herein to the contrary,  no Change of Control
shall be deemed to have  occurred by virtue of any event which results in any of
the following:

          (i) the  acquisition,  directly or  indirectly,  of 20% or more of the
     outstanding  Shares  by (A) the  option  holder or a Person  including  the
     option  holder,  (B) the Company,  or (C) any employee  benefit plan of the
     Company or of a subsidiary, or any entity holding securities of the company
     recognized, appointed, or established by the Company or by a subsidiary for
     or pursuant to the terms of such plan: or

          (ii) a Change in the Board resulting from any Transaction in which the
     option holder or a Person including the option holder participates directly
     or indirectly with any party to the Transaction other than the Company.

     XV.  PURCHASE FOR INVESTMENT

     Except as hereafter  provided,  the holder of an option  granted  hereunder
shall, upon any exercise  thereof,  execute and deliver to the Company a written
statement,  in form satisfactory to the Company, in which such holder represents
and warrants that such holder is  purchasing  or acquiring  the Shares  acquired
thereunder  for such holder's own account,  for  investment  only and not with a
view to the resale or distribution thereof, and agrees that

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any  subsequent  offer for sale or sale or  distribution  of any of such  Shares
shall be made  only  pursuant  to  either  (a) a  Registration  Statement  on an
appropriate  form  under  the  Act,  which  Registration  Statement  has  become
effective and is current with regard to the Shares being offered or sold, or (b)
a specific  exemption from the registration  requirements of the Securities Act,
but in claiming such exemption the holder shall,  prior to any offer for sale or
sale of such  Shares,  obtain a prior  favorable  written  opinion,  in form and
substance  satisfactory  to the  Company,  from  counsel  for or approved by the
Company,  as to the  applicability  of such  exemption  thereto.  The  foregoing
restriction  shall  not apply to (i)  issuances  by the  Company  so long as the
Shares being issued are registered  under the Securities Act and a prospectus in
respect  thereof is current or (ii)  reofferings  of Shares by affiliates of the
Company (as defined in Rule 405 or any successor rule or regulation  promulgated
under the Act) if the Shares being reoffered are registered  under the Act and a
prospectus in respect thereof is current.

     XVI. ISSUANCE OF CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES

     Upon any exercise of an option which may be granted  hereunder  and payment
of the purchase price, a certificate or certificates  for the Shares as to which
the option has been exercised  shall be issued by the Company in the name of the
person exercising the option and shall be delivered to or upon the order of such
person or persons.

     The Company may endorse  such legend or legends upon the  certificates  for
Shares  issued upon exercise of an option  granted  hereunder and may issue such
"stop transfer" instructions to its transfer agent in respect of such Shares as,
in its discretion, it determines to be necessary or appropriate to (i) prevent a
violation of, or to perfect an exemption from, the registration  requirements of
the Act, (ii) implement the provisions of the Plan and any agreement between the
Company and the optionee or grantee with respect to such Shares, or (iii) permit
the Company to determine  the  occurrence  of a  disqualifying  disposition,  as
described in Section 421(b) of the Code, of Shares  transferred upon exercise of
an Incentive Option granted under the Plan.

     The  Company  shall pay all issue  taxes with  respect to the  issuance  of
Shares upon exercise of an option, as well as all fees and expenses  necessarily
incurred  by the  Company in  connection  with such  issuance,  except  fees and
expenses which may be  necessitated  by the filing or amending of a Registration
Statement under the Act, which fees and expenses shall be borne by the recipient
of the Shares unless such  Registration  Statement has been filed by the Company
for its own  corporate  purposes  (and the Company so states) in which event the
recipient  of  the  Shares  shall  bear  only  such  fees  and  expenses  as are
attributable  solely to the  inclusion  of the Shares he or she  receives in the
Registration  Statement,  provided  that the Company shall have no obligation to
include any shares in any Registration Statement.

     All Shares issued as provided herein shall be fully paid and non-assessable
to the extent permitted by law.

     XVII. WITHHOLDING TAXES

     The Company may require an employee  exercising a  Non-Qualified  Option or
disposing of Shares acquired  pursuant to the exercise of an Incentive Option in
a disqualifying  disposition  (within the meaning of Section 421(b) of the Code)
to reimburse the  corporation  that employs such employee for any taxes required
by any  government  to be  withheld  or  otherwise  deducted  and  paid  by such
corporation  in respect  of the  issuance  or  disposition  of  Shares.  In lieu
thereof,  the  corporation  that employs such  employee  shall have the right to
withhold  the amount of such taxes from any other sums due or to become due from
such  corporation to the employee upon such terms and conditions as the Board of
Directors of the Committee, as the case may be, shall prescribe.

     XVIII. LISTING OF SHARES AND RELATED MATTERS

     If at any time the Board of Directors  shall  determine  in its  discretion
that the listing,  registration  or  qualification  of the Shares covered by the
Plan upon any national  securities exchange or under any state or federal law or
the consent or approval of any  governmental  regulatory  body,  is necessary or
desirable  as a condition  of, or in  connection  with,  the sale or purchase of
Shares under the Plan,  no Shares shall be issued unless and until such listing,

<PAGE>


registration,  qualification,  consent or approval  shall have been  effected or
obtained,  or otherwise  provided for, free of any  conditions not acceptable to
the Board of Directors.

     XIX. AMENDMENT OF THE PLAN

     The Board of Directors  may,  from time to time,  amend the Plan,  provided
that no amendment shall be made, without the approval of the shareholders of the
Company,  that will (i)  increase the total number of Shares which may be issued
under the Plan (other than an increase resulting from an adjustment provided for
in Article XII), (ii) reduce the exercise price of any Incentive  Option granted
hereunder  below the price  required  by Article VI  (provided  that in no event
shall the exercise  price for each share be less than the par value of a share),
(iii) modify the provisions of the Plan relating to eligibility, (iv) materially
increase the benefits accruing to participants under the Plan, or (v) extend the
term of the Plan. The Board of Directors or the  Committee,  as the case may be,
shall be  authorized  to amend the Plan and the  options  granted  hereunder  to
permit the Incentive  Options  granted  hereunder to qualify as incentive  stock
options  within  the  meaning  of  Section  422  of the  Code.  The  rights  and
obligations  under  any  option  granted  before  amendment  of the  Plan or any
unexercised  portion of such option shall not be adversely affected by amendment
of the Plan or the option without the consent of the holder of the option.

     XX.  TERMINATION OR SUSPENSION OF THE PLAN

     The Board of Directors may at any time suspend or terminate  the Plan.  The
Plan,  unless  sooner  terminated  by action of the  Board of  Directors,  shall
terminate at the close of business on the Termination Date. An option may not be
granted  while  the Plan is  suspended  or after it is  terminated.  Rights  and
obligations  under any option  granted  while the Plan is in effect shall not be
altered or impaired by suspension or  termination  of the Plan,  except upon the
consent of the person to whom the option was granted.  The power of the Board of
Directors or the  Committee,  as the case may be, to construe and administer any
options granted prior to the termination or suspension of the Plan under Article
III   nevertheless   shall  continue  after  such  termination  or  during  such
suspension.

     XXI. GOVERNING LAW

     The Plan, such options as may be granted thereunder and all related matters
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware.

     XXII. PARTIAL INVALIDITY

     The invalidity or illegality of any provision herein shall not be deemed to
affect the validity of any other provision.

     XXIII. EFFECTIVE DATE

     The Plan shall  become  effective  only upon the  approval  of the Board of
Directors.