Exhibit 4.5

                            ORBIT SEMICONDUCTOR, INC.

                            1994 STOCK INCENTIVE PLAN


Section 1.  Purpose.

     The  purpose of this stock  incentive  plan (the  "Plan") is to promote the
interests of Orbit Semiconductor,  Inc., a Delaware corporation (the "Company"),
its  affiliates,   and  its  stockholders  by  providing  officers,   directors,
consultants,  and other key employees on whom rests the major responsibility for
the present and future success of the Company,  with an opportunity to acquire a
proprietary interest in the Company, and thereby develop a stronger incentive to
put forth maximum effort for the continued success and growth of the Company and
its affiliates. The opportunity to acquire a proprietary interest in the Company
will aid in attracting and retaining key personnel of outstanding ability.

     This Plan is an amendment and complete  restatement  of, and replaces,  the
former Share Option/Stock Issuance Plan of the Company in its entirety.

Section 2.  Administration.

     All administrative  duties hereunder shall rest with the Board of Directors
of the Company (the "Board"), except to the extent the Board appoints from among
its  members a  committee  to  administer  the Plan (in either  case,  the group
administering  the  Plan  is  hereinafter   referred  to  as  the  "Compensation
Committee" or  "Committee").  The Committee  shall have the duty and  authority,
subject to the provisions of the Plan, to:

     (a) determine which individuals shall receive awards under the Plan and the
nature of each award;

     (b) grant the awards under the Plan;  and issue shares in  connection  with
such awards, as provided in the Plan.

     (c)  determine the terms and  conditions  of the awards,  which need not be
identical, including exercise dates, limitations on exercise,  restrictions, and
the price and payment terms;

     (d)  determine  the  limitation,  if any, on the number of shares  acquired
under an award which may be sold by an awardee in any year;

     (e) prescribe the form or forms of the  instruments  evidencing  any awards
made under the Plan and of any of the  instruments  required under the Plan, and
to change such forms from time to time;

     (f) adopt,  amend and rescind  such rules and  regulations  and to make all
other  determinations  in connection with the  administration  of the Plan as it
deems necessary or appropriate; and

     (g)  correct  any  defect  or  supply  any   omission  or   reconcile   any
inconsistency  in the Plan or in any Award  agreement  in the  manner and to the
extent it shall deem expedient to carry the plan into effect.

In making the foregoing determinations,  the Committee may take into account the
nature of the services  rendered by the respective  awardees,  their present and
potential  contributions to the Company's success, and such other factors as the
Committee, in its discretion, shall deem relevant.

     The  construction  and  interpretation  by the  Committee  of the terms and
provisions of the Plan and the agreements entered into thereunder shall be final
and conclusive.  No Committee  member or director shall be liable for any action
or determination taken or made under or with respect to the Plan or any Award in
good faith.

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Section 3.  Awards.

     Awards made under the Plan  ("Awards")  may be in the form of share options
("Options"),  stock  appreciation  rights  ("SARs"),  grants of  Company  shares
subject  to  certain  restrictions  ("Restricted  Stock"),  or  any  combination
thereof, as described hereinafter.

Section 4.  Eligibility.

     (a)  Individuals  eligible  to  participate  in the  Plan  shall  be  those
officers, directors, executives,  supervisory personnel and consultants, as well
as other  employees  of the Company or an  Affiliate  (as defined in Section 18)
determined  in the sole  discretion of the  Committee,  who are in a position to
make a significant  contribution to the  profitability and growth of the Company
and its Affiliates.  In no event, however, may any person who is not an employee
of the Company or any of its  related  corporations  participate  in the Plan if
such  participation is (a) prohibited,  or (b) restricted  (either absolutely or
subject to various  securities  requirements,  whether legal or  administrative,
being complied with), in the jurisdiction in which such person is resident under
the relevant  securities laws of that jurisdiction.  Provided Always That in the
case of (b)  above,  the  relevant  person's  participation  in the  Plan may be
effected at the absolute  discretion  of the  Committee if  compliance  with the
relevant  securities  requirements  of the  jurisdiction in which such person is
resident is not impractical  (having regard to the nature of those requirements)
and would not involve  undue  expense.  An  individual  who is the grantee of an
Award shall be hereinafter known as a "Participant."

     (b) To the extent required by Rule 16b-3 of the Exchange Act (as defined in
Section 18) or Section  162(m) of the Internal  Revenue Code of 1986, as amended
(the  "Code"),  any person who is a  director  or officer of the  Company or any
Affiliate  shall be granted  Awards  only if such person has been  selected  for
participation  and the terms and provisions of such Awards have been  determined
solely by, and in the sole  discretion of, a Committee of two or more directors,
each of whom is a Disinterested  Person (defined below) and an Outside  Director
(defined  below).  The  foregoing  provision  does not apply to any grant  which
occurs prior to the date the Company  first  registers  its Ordinary  Shares (as
defined in Section 5) under Section 12 of the Securities Exchange Act of 1934.

     (c) Unless  otherwise  permitted under Rule 16b-3, any right of the Company
under the Plan regarding the determination or approval of the form of payment by
the  Company to the  participant  who is a director  or officer of the  Company,
shall be made solely by a Committee of two or more  directors  each of whom is a
"Disinterested Person."

     (d) For the purposes of the Plan,

          (i) a person  is a  "Disinterested  Person"  only  either  (x) if such
     director has not, during the one year prior to service as an  administrator
     of this Plan or during  such  service,  been  granted or awarded any Awards
     under this Plan or any equity  securities  (as defined in Rule 16a-4 of the
     Exchange  Act) of any other plan of the Company or an  Affiliate  or (y) if
     such person is not disqualified  from being a "disinterested  person" under
     paragraph (c)(2) of Rule 16b-2 of the Exchange Act; and

          (ii) the term  "officer"  shall have the same  meaning as in paragraph
     (f) of Rule 16a-1 of the Exchange Act.

          (iii) the term  "Outside  Director"  shall have the same meaning as in
     Section 162(m) of the Code and the regulations promulgated thereunder.

Section 5.  Shares Subject to the Plan.

     The shares that may be issued  pursuant  to Awards  under the Plan shall be
ordinary shares, S$0.01 par value, of the Company ("Ordinary Shares"). The total
shares subject to Awards issued pursuant to the grant of options pursuant to the
Plan shall not exceed 2,250,000 Ordinary Shares, and the total shares subject to
all Awards  issued  pursuant  to the Plan shall not  exceed,  in the  aggregate,
2,250,000 Ordinary Shares (one or more shares per Award).

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To the extent  required to satisfy the performance  goal  requirement of Section
162(m) of the Code, no employee may be granted more than 100,000  Options during
the term of the Plan. If any Award lapses or terminates  for any reason  without
having  been  exercised  in full prior to the lapse or  termination,  the shares
covered by such  Award or  portion  thereof  remaining  unexercised,  may become
subject to  subsequent  Awards made or to be made under the Plan.  Shares issued
under the Plan shall be authorized  but  previously  unissued  shares.  Ordinary
Shares issuable upon exercise of Awards granted under the Plan may be subject to
such  restrictions on transfer,  forfeitability,  repurchase  rights,  rights of
first refusal, or other restrictions as shall be determined by the Committee.

Section 6.  Options.

     (a) Granting of Options.  Subject to the terms and  conditions of the Plan,
the  Committee  may grant Options to purchase  Ordinary  Shares  subject to such
terms  and  conditions  as the  Committee  may  determine.  The day on which the
Committee  approves the granting of an Option shall be considered as the date on
which such Option is granted unless the Committee  approves a future date as the
date of grant.  Options shall be designated  as either  incentive  stock options
("ISOs") or nonstatutory stock options ("NSOs") at the time of grant. ISOs shall
comply  with the  requirements  of Section 422 of the Code.  No person  shall be
granted any ISO under the Plan  unless at the time such Option is granted,  such
person is an employee of the Company or of any Parent  Corporation or Subsidiary
(as such terms are  defined  in Section  18),  and  unless the  requirements  of
paragraph  (c) are  satisfied,  does not own,  directly  or  indirectly,  shares
possessing  more than 10% of the total  combined  voting power of all classes of
shares of the Company or of any Parent Corporation or Subsidiary.

     (b) Option  Price.  The  purchase  price per Ordinary  Share  subject to an
Option (the  "Option  Price")  shall be fixed by the  Committee  at the time the
Option is granted  Provided  Always That in no event may the  purchase  price be
less than the par value of an Ordinary Share. In the case of ISOs, such purchase
price  shall not be less than the fair market  value  ("Fair  Market  Value") of
Ordinary  Shares at the time the Option is granted.  Fair Market Value,  for all
applicable  purposes  under the Plan,  shall be  determined by the Board in good
faith taking into account any applicable requirements of law.

     (c)  Incentive  Stock  Options.  Options  granted  under the Plan which are
intended  to be ISOs  shall be  specifically  designated  as ISOs  and  shall be
subject to the following additional terms and conditions:

          (i) 10%  Stockholder.  If any employee to whom an ISO is to be granted
     under  the  Plan is at the  time of the  grant of such  option  the  owner,
     directly or  indirectly,  of shares  possessing  more than 10% of the total
     combined  voting  power of all  classes of shares of the  Company or of any
     Parent  Corporation  or any  Subsidiary  ("10%  Stock  Holder"),  then  the
     following special provisions shall be applicable to the ISO granted to such
     individual:

               (x) The Option Price per share shall not be less than 110% of the
          Fair Market Value of one Ordinary Share at the time of grant; and

               (y) The option  exercise  period  shall not exceed five (5) years
          from the date of grant.

     (d) Method of  Exercising  Options.  A  Participant  may exercise an Option
granted  hereunder  by  delivering  to the  Company  at its main  office (to the
attention  of the  Secretary)  written  notice of  exercise,  which notice shall
specify  the  number  of  shares  with  respect  to which  the  Option  is being
exercised, together with payment in cash of the Option Price in exchange for the
Company's issuance and delivery of certificates therefor. The Committee,  in its
discretion,  may permit cash payments of the Option Price to be in  installments
or  pursuant  to a  recourse  note  upon  such  terms  as  the  Committee  deems
appropriate.  At the request of a  Participant,  and to the extent  permitted by
applicable  law, the Committee may approve  arrangements  with a brokerage  firm
under which such firm, on behalf of the  Participant,  will pay the Option Price
to the  Company  and the Company  will  promptly  deliver to such firm the share
certificates in respect to the shares exercised,  so that the firm may sell such
shares, or a portion thereof,  for the account of the Participant subject to the
terms of the Option.

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     (e) Amount  Exercisable.  (i) Each  Option may be  exercised,  from time to
time,  in whole or in part, so long as it is valid and  outstanding,  subject to
any limitations with respect to the number of shares for which the Option may be
exercised at a particular time and to such other  conditions as the Committee in
its discretion may specify upon granting the Option.

          (ii) Ordinary Shares of the Company that are acquired  pursuant to the
     exercise  of an ISO which has been  granted to an  employee  under the Plan
     shall be deemed to be  acquired  pursuant to the  exercise of an  incentive
     stock option under Code Section 422,  only to the extent that the aggregate
     fair market value  (determined as of the respective date or dates of grant)
     of the  Ordinary  Shares  with  respect  to which  such ISO,  and all other
     incentive  stock options which are granted to such employee  under the Plan
     (and under any other  incentive  stock  option plans of the Company and any
     Parent  Corporation  and any Subsidiary) are exercisable for the first time
     by such employee in any one calendar year, does not exceed $100,000.

          (iii) To effectuate the provisions of paragraph (e)(ii), the Committee
     may designate the Ordinary Shares that are treated as acquired  pursuant to
     the exercise of an incentive stock option under Code Section 422 by issuing
     a separate certificate for such shares and identifying such certificates as
     incentive stock option shares in its statutory register.

Section 7.  Stock Appreciation Rights.

     (a) Each SAR is the right to  receive  payment  of an  amount  equal to the
increase, if any, in the Fair Market Value of one Ordinary Share over the period
of time between the date of grant of the SAR and the date of exercise.

     (b) SARs may be granted in conjunction  with an Option,  either at the time
of grant or thereafter, or separately.  SARs shall be credited to an SAR account
to be  maintained  for the  Participant.  An Award of an SAR shall not entitle a
Participant  to any  dividend,  voting or other rights of a  shareholder  of the
Company.

     (c) SARs issued in  conjunction  with an Option shall be exercisable to the
extent that such Option shall be exercisable and in lieu of the exercise of such
Option which, to the extent of the exercise of the SAR, shall lapse.  SARs which
are granted  independent of an Option shall be  exercisable  during the exercise
period set forth in the SAR agreement.

     (d) Upon the exercise of an SAR, the Participant shall receive,  in respect
thereof,  payment  in cash,  Ordinary  Shares  or a  combination  of both as the
Committee,  in its sole discretion,  shall determine, of the amount by which the
Fair Market Value of an Ordinary Share on the date of exercise  exceeds the Fair
Market value of such share on the date of the SAR's grant.

Section 8.  Restricted Stock Awards.

     (a) Restricted Stock means one or more shares of Ordinary Shares awarded to
a  Participant  pursuant  to this  Section  8,  which  are  subject  to  certain
limitations  during a specified  restriction  period.  Restricted Stock shall be
issued to a Participant without payment of any consideration.  A certificate for
Restricted  Stock so  awarded  shall be issued  in the name of each  Participant
receiving the Award and shall bear a restrictive  legend  prohibiting  the sale,
transfer,  pledge or  hypothecation  of the Restricted  Stock evidenced  thereby
until the expiration of the restriction period set forth therein.

     (b) Holders of  Restricted  Stock shall have the right to vote such shares.
In granting an Award of Restricted Stock, the Committee, in its sole discretion,
may authorize the  Participant to receive cash dividends or other  distributions
with respect to such Ordinary  Shares or may direct that they be retained by the
Company.

<PAGE>


     (c) Upon the expiration of the  restriction  period  contained in an Award,
all  restrictions  upon such Restricted  Stock shall lapse and a new certificate
representing such shares will be issued without the restrictive legend described
in (a) above.

Section 9.  Non-Transferability of Awards.

     Awards of Options and SARs and Awards of Restricted Stock to the extent the
restriction  period has not expired,  shall not be transferable by a Participant
other  than by will or under  the laws of  descent  and  distribution,  and with
respect to Options and SARs shall be exercisable during his lifetime only by him
except as provided in Section 10.

Section 10.  Exercise Period for Options and SARs.

     (a) Generally.  Each Award of an Option or SAR shall expire on such date as
the Committee shall determine on the date such Award is granted, but in no event
after the  expiration  of ten years  from the day on which such Award is granted
(or five  years in the case of ISOs  granted  to  persons  described  in Section
6(c)(i)  and  Participants  who are not  employees  of the Company or any of its
related corporations on the relevant date of grant), and in all cases each Award
shall be subject to earlier termination as provided in the Plan.

     (b) Effect of Termination  of Employment.  No Award of an Option or SAR may
be  exercised  by a  Participant  unless,  at the  time  of such  exercise,  the
Participant  is, and  continuously  since the date of grant of his or her Award,
has been an  employee or a director  of or a  consultant  for one or more of the
Company or an  Affiliate,  except that  subject to Section 11, and if and to the
extent the Award agreement or instrument so provides:

          (i) the Award may be exercised within the period of three months after
     the date  the  Participant  ceases  to be an  employee  or  director  of or
     consultant for any of the foregoing  entities (or within such lesser period
     as may be specified in the Award agreement or instrument);

          (ii) if the  Participant  dies while an employee or a director of or a
     consultant  for the Company or an  Affiliate,  or within three months after
     the  Participant  ceases to be such an employee or director or  consultant,
     the Award may be exercised by the person to whom it is  transferred by will
     or the laws of descent and distribution within the period of one year after
     the date of death (or within such lesser  period as may be specified in the
     Award agreement or instrument); and

          (iii) if the  Participant  becomes  disabled  (within  the  meaning of
     Section  22(e)(3)  of the  Code)  while an  employee  or a  director  of or
     consultant  for the  Company or an  Affiliate,  the Award may be  exercised
     within the period of one year after the date the  Participant  ceases to be
     an employee or director of or consultant for any of the foregoing  entities
     because  of  such  disability  (or  within  such  lesser  period  as may be
     specified in the Award agreement or instrument);

provided,  however,  that in no event may any such Award be exercised  after the
expiration date of the Award. Any Award or portion thereof that is not exercised
during  the  applicable  time  period  specified  above (or any  shorter  period
specified in Award  agreement or instrument)  shall be deemed  terminated at the
end of the applicable time period for purposes of Section 5 hereof.

     (c) Effective Date of Exercise. Subject to the provisions of paragraphs (a)
and (b) of this  paragraph and Section 11, the exercise of an Award of an Option
or SAR by a Participant for cash, in whole or in part,  shall take effect on the
date of receipt by the Company of written notice of exercise by the Participant,
together with any required payment for such exercise; provided, however, if, (i)
such Award is owned by an officer or director of the Company,  (ii) such date of
receipt  does not occur during the period  beginning  on the third  business day
following  the date of release of the  financial  data  specified  in  paragraph
(e)(1)(ii) of Rule 16b-3 and ending on the twelfth  business day following  such
date,  and (iii) the  Company  has not  received  a  no-action  letter  from the
Securities and Exchange  Commission that such Award or class of Awards is exempt
from the exercise  period  requirements of paragraph  (e)(3) of Rule 16b-3,  the
Company shall,  within 10 days of receipt of the notice of exercise,  notify the
Participant  in writing

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of the lack of a  no-action  letter,  and the  exercise  of the Award shall take
effect as of the first day of the  period  described  above in clause  (ii) next
following the date of such receipt, unless the Participant responds, in writing,
in substance and form  satisfactory to the Company,  within 5 days of receipt of
the Company's notification, that the date of receipt is to remain effective.

Section 11.  Vesting of Awards.

     (a) An Option or SAR may be  exercised,  and payment shall be made upon the
exercise of such Award,  only to the extent that such Award has vested. An Award
of Restricted Stock may also be subject to a vesting schedule.

     Awards shall vest in accordance with the schedule or terms set forth in the
Award agreement executed by the Participant and a duly authorized officer of the
Company.  An Award agreement may,  subject to compliance  with applicable  laws,
provide that an Award may be forfeited  for cause (as defined in the  agreement)
or that an  Award's  vested  status may be  accelerated  at any time in the sole
discretion of the Board of Directors.  Notwithstanding the foregoing, unless the
Board of Directors  specifically  authorizes a different  vesting  schedule with
respect to an Award, an Award shall vest based on the collective  number of full
years of service  that such  Participant  has  completed  with the  Company  and
Affiliates  since the Award's date of grant,  in  accordance  with the following
schedule:

     Number of Years of Service               Percentage of Award Available
         Since Date of Grant                    for Exercise (Cumulative)
     --------------------------               -----------------------------
                  1                                          25%
                  2                                          50%
                  3                                          75%
              4 or more                                     100%

     (b)  Notwithstanding  anything to the contrary in this Section 11, upon the
exercise  of an Option or SAR by a  director  or  officer  of the  Company,  the
Company shall  determine if such  exercise  complies  with  paragraph  (c)(1) or
(e)(4) of Rule 16b-3.  If such exercise does not so comply,  the Company  shall,
within 5 days of receipt of the notice of exercise,  notify the Participant,  in
writing,  of such  non-compliance  and such  exercise  shall not be given effect
unless the Participant  responds in writing,  in substance and form satisfactory
to the Company,  within 5 days of receipt of the  Company's  notification,  that
such exercise is to remain effective.

Section 12.  Capital Adjustments Affecting Ordinary Shares.

     In the  event  that the  outstanding  Ordinary  Shares of the  Company  are
changed  into or  exchanged  for a  different  number or kind of shares or other
securities of the Company by reason of any  recapitalization,  reclassification,
stock split, stock dividend, combination or subdivision,  merger, consolidation,
or other similar transaction, appropriate adjustment shall be made in the number
and kind of shares  available  under the Plan and under any Awards granted under
the Plan. Such adjustment to outstanding  Awards shall be made without change in
the total value  applicable to the unexercised  portion of such Awards as of the
date of the adjustment.  No such adjustment shall be made with respect to an ISO
which  would,  within the  meaning  of any  applicable  provisions  of the Code,
constitute a modification, extension or renewal of any such option or a grant of
additional benefits to the holder of such Option.

Section 13.  Change In Control.

     Notwithstanding  anything contained herein to the contrary, in the event of
a Chance In Control,  as hereinafter  defined,  (i) all Awards then  outstanding
shall become immediately  exercisable and (ii) any restrictions then outstanding
on any Award of Restricted Stock which have not lapsed shall immediately  lapse.
For  purposes of this  section,  a "Change In Control" is deemed to occur at the
time when either (i) any entity,  person or group  (other than the Company or an
Affiliate  or any  savings,  pension or other  benefit  plan for the  benefit of
employees of the Company) which theretofore  beneficially  owned less than forty
percent (40%) of the Ordinary Shares then

<PAGE>


outstanding acquires Ordinary Shares in a transaction or series of transactions,
not  previously  approved by the Board,  that results in such entity,  person or
group  erectly  or  indirectly  owning  forty  percent  (40s)  or  more  of  the
outstanding  Ordinary  Shares,  or (ii) the  election or  appointment,  within a
twelve (12) month  period,  of persons to the Board who are not Board members at
the beginning of such twelve (12) month period,  whose  election or  appointment
was not  approved by a majority of those  persons who were Board  members at the
beginning of such period,  and which newly  elected or appointed  Board  members
shall constitute a majority of the Board.

Section 14.  General Restrictions.

     (a) Investment Representations; Legends. The Company may require any person
to whom an Award is granted, as a condition of exercising such Award, to

          (i) give written assurances, in substance and form satisfactory to the
     Company,  that such person is acquiring the Ordinary  Shares subject to the
     Award for his own account for investment and not with any present intention
     of selling or otherwise distributing the same, and to such other effects as
     the Company deems  necessary or appropriate in order to comply with federal
     and applicable state securities laws;

          (ii)  if the  Participant  is a  director  or  officer,  give  written
     assurances,  in substance and form  satisfactory to the Company,  that such
     person  has  consulted  with  competent  counsel as to the  application  of
     Section 16(b) of the Securities Exchange Act of 1934 to such exercise.

     Certificates  representing  shares  issued upon exercise of the Award shall
bear a legend  prohibiting  transfer  of such shares  unless,  in the opinion of
competent   counsel,   such  transfer  is  not  inconsistent  with  any  of  the
requirements of any applicable securities law or such legend is not required.

     (b) Compliance With Securities Laws.

          (i) Each Award  shall be subject to the  requirement  that,  if at any
     time counsel to the Company shall determine that the listing,  registration
     or qualification of such Award or the shares subject to such Award upon any
     securities  exchange  or under any state or federal  law, or the consent or
     approval  of  any  governmental  or  regulatory  body,  is  necessary  as a
     condition of, or in connection with the grant of such Award or the issuance
     or purchase of shares  thereunder,  such Award shall not be  effective  and
     shall not be accepted or exercised in whole or in part unless such listing,
     registration,  qualification,  consent or approval shall have been effected
     or obtained on conditions  acceptable  to the Board of  Directors.  Nothing
     herein  shall be deemed to  require  the  Company to apply for or to obtain
     such listing, registration or qualification.

          (ii) The Company shall provide each Participant with such information,
     statements,  discussions  and analyses  with respect to the Company in such
     manner  and at  such  times  as may be  required  under  state  or  federal
     securities laws.

Section 15.  Tax Withholding.

     Tax withholding  obligations,  if any, in connection with an Award shall be
satisfied by a cash payment by the person  receiving the Ordinary Shares subject
to the Award to the Company.

Section 16.  No Rights as Shareholder.

     No recipient of an Award shall have rights as a shareholder with respect to
Ordinary  Shares  covered by his Award until the date of allotment  and issue of
such Ordinary Shares subject to any applicable restrictions thereon; and, except
as  otherwise  provided  in  Section  12  herein  or in an Award  agreement,  no
adjustment  for  dividends,  or  otherwise,  shall  be made if the  record  date
therefor is prior to the date of issuance of such shares.

<PAGE>


Section 17.  Employment Obligation and Employee Benefits.

     The granting of any award shall not impose upon the Company any  obligation
to employ or retain the services or continue to employ or retain the services of
a  Participant.  The right of the Company to  terminate  the  employment  of any
employee or consultant  shall not be diminished or affected in any way by reason
of the fact that an Award has been granted to him.

     The  amount of any  income  deemed to be  received  by an Award  Owner as a
result  of the  exercise  of an Award or the sale of shares  received  upon such
exercise shall not constitute "compensation" or "earnings" with respect to which
any other benefits of such person are determined,  including without  limitation
benefits  under  any  pension,   profit   sharing,   life  insurance  or  salary
continuation plan.

Section 18.  Definition of Parent Corporation and Affiliate.

     (a)  Affiliate.  The term  "Affiliate"  shall mean a  corporation  or other
person which,  at the time of reference,  directly or indirectly  through one or
more  intermediaries,  controls,  is controlled  by, or is under common  control
with, the company.  The status of a person as an "Affiliate" shall be determined
as set forth  above at the time of (1) the grant of the  Award for  purposes  of
Section 4; (2) the  Participant's  cessation of services for purposes of Section
10(b);  (3) the vesting date for purposes of Section 11; and (4) the date of the
Change In Control for purposes of Section 13.

     (b)  Exchange  Act.  The term  "Exchange  Act"  shall  mean the  Securities
Exchange Act of 1934, as amended, or any successor rule.

     (c)  Parent  Corporation.  The term  "Parent  Corporation"  shall  mean any
corporation (other than the Company) in an unbroken chain of corporations ending
with ownership of the Company if, at the time of the grant of the Award, each of
the  corporations  other than the Company owns stock possessing more than 50% of
the  combined  voting  power  of all  classes  of  stock  in  one  of the  other
corporations  in such  chain.  The status of a person as a "Parent  Corporation"
shall be determined as set forth above at the time of the grant of the Award.

     (d) Subsidiary.  The term  "Subsidiary"  shall mean any corporation  (other
than the Company) in an unbroken chain of corporations  beginning with ownership
by the  Company  if,  at the  time  of the  grant  of  the  Award,  each  of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  more than 50% of the total  combined  voting power of all classes of
stock in one of the other  corporations in such chain. The status of a person as
a  "Subsidiary"  shall be determined as set forth above at the time of the grant
of the Award.

Section 19.  Written Agreement.

     Each Award made hereunder  shall be embodied in a written  agreement  which
shall be  subject  to the terms  and  conditions  prescribed  above and shall be
signed by the  Participant  and by the Chief  Executive  Officer  or other  duly
authorized officer of the Company for and on behalf of the Company prior to such
Award becoming effective.  Such agreement shall contain such other provisions as
the Committee,  in its sole  discretion,  shall deem  advisable.  Each agreement
shall be substantially in one of the forms attached hereto or in such other form
not  inconsistent  with the Plan as shall be specified  by the  Committee at the
time such Award is authorized to be granted.

Section 20.  Amendment of the Plan.

     (a) The Board of Directors  may at any time and from time to time modify or
amend  the  Plan  in any  respect,  except  that  without  the  approval  of the
shareholders of the Company,  the Board of Directors may not make any amendments
that require  approval of the  shareholders  under Rule 16b-3.  As of July 1994,
Rule 16b-3 required  shareholder approval of amendments that materially increase
the  benefits  accruing  to  individuals  who  participate  in  the  Plan,  (ii)
materially  increase the maximum  number of shares which may be issued under the
Plan  (except  for  permissible  adjustments  provided  in the  Plan),  or (iii)
materially  modify the  requirements as to eligibility for  participation in the
Plan. In addition, the Board shall not modify or amend the Plan in a manner that
would require

<PAGE>


shareholder  approval  under Section 422 of the Internal  Revenue Code,  without
obtaining  such  approval,  if such  amendment  would  affect  the status of any
outstanding  ISO as an incentive  stock option under Section 422 of the Code. As
of  July  1994,  Section  422 of  the  Code  required  shareholder  approval  of
amendments  that (A) increase the aggregate  number of shares that may be issued
pursuant to ISOs (except for permissible  adjustments  provided in the Plan), or
(B) change the  designation  of  employees  or class of  employees  eligible  to
receive ISOs. The termination or any modification or amendment of the Plan shall
not,  without the consent of a  Participant,  affect his or her rights  under an
Award  previously  granted to him or her.  With the  consent of the  Participant
affected,  the Committee may amend  outstanding Award agreements in a manner not
inconsistent with the Plan.

     (b) Notwithstanding the foregoing provisions of paragraph (a)(i) and (iii),
the Board of Directors shall have the right, but not the obligation, without the
consent  of the  Company's  shareholders,  to (i) amend or modify  the terms and
provisions of the Plan and of any outstanding ISOs granted under the Plan or any
shares to be issued  thereunder  to the extent  necessary  to qualify any or all
such  options  or  shares  for  such  favorable  federal  income  tax  treatment
(including  deferral of taxation upon  exercise),  as may be afforded  incentive
stock options under Section 422 of the Code;  and (ii) amend or modify the terms
and provisions of the Plan and of any  outstanding  Award granted under the Plan
or any shares to be issued thereunder to the extent necessary to comply with any
securities law to which,  in the opinion of counsel to the Company,  the Plan or
Award or shares is subject.

Section 21.  Governing Law.

     The Plan and all Award agreements issued hereunder shall be governed by the
laws of the State of Delaware.

Section 22.  Expenses of Administration.

     All costs and expenses incurred in the operation and administration of this
Plan shall be borne by the Company.

Section 23.  Effective Date and Duration of the Plan.

     (a) Effective  Date.  The Plan shall become  effective  when adopted by the
Board of  Directors.  Awards may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan.

     (b) Termination. The Plan shall terminate upon the earlier of (i) the close
of business on the day next  preceding the tenth  anniversary of the date of its
adoption  by the  Board of  Directors,  or (ii) the  date on  which  all  shares
available  for  issuance  under the Plan shall have been issued  pursuant to the
exercise  or  cancellation  of Awards  granted  under  the Plan.  If the date of
termination is determined under (i) above, then Awards  outstanding on such date
shall continue to have force and effect in accordance with the provisions of the
Plan as then in effect and with the instruments evidencing such Awards.