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                                                                    Exhibit 10.6

                             TRUE TEMPER CORPORATION



                             1998 STOCK OPTION PLAN






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                             TRUE TEMPER CORPORATION
                             1998 STOCK OPTION PLAN


                                    1 ARTICLE

                                 PURPOSE OF PLAN

     The 1998 Stock Option Plan (the "Plan") of True Temper Corporation (the
"Company"), adopted by the Board of Directors and shareholders of the Company
effective September 30, 1998, is intended to advance the best interests of the
Company by providing executives and other key employees of the Company or any
Subsidiary (as defined below) who have substantial responsibility for the
management and growth of the Company or any Subsidiary with additional
incentives by allowing such employees to acquire an ownership interest in the
Company.  The Plan is a compensatory benefit plan within the meaning of Rule
701 under the Securities Act of 1933, as amended (the "Securities Act") and,
unless and until the Common Stock (as defined below) is publicly traded, the
issuance of stock purchase options ("Options") and Common Stock pursuant to the
Plan is intended to qualify for the exemption from registration under the
Securities Act provided by Rule 701.


                                    1 ARTICLE

                                   DEFINITIONS

     For purposes of the Plan the following terms have the indicated meanings:

     "Authorization Date" has the meaning ascribed thereto in Section 5.9(a)
hereof.

     "Affiliate" means, with respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, such specified Person.  For
purposes of this definition, "control" (including the terms "controlled by" and
"under common control with"), with respect to the relationship between or among
two or more Persons, means the possession, directly or indirectly or as trustee
or executor, of the power to direct or cause the direction of the affairs or
management of a Person, whether through the ownership of voting securities, as
trustee or executor, by contract or otherwise, including, without limitation,
the ownership, directly or indirectly, of securities having the power to elect
a majority of the board of directors or similar body governing the affairs of
such Person.


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

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute.

     "Committee" means the Compensation Committee or such other committee of
the Board as the Board may designate to administer the Plan or, if for any
reason the Board has not designated such a committee, the Board.  The
Committee, if other than the Board, shall be composed of two or more directors
as appointed from time to time by the Board.

     "Common Stock" means the Common Stock, $0.01 par value per share, of the
Company.

     "Election Notice" has the meaning ascribed thereto in Section 5.9(b)
hereof.

     "Fair Market Value" The term "Fair Market Value" of each share of Common
Stock shall mean the average of the closing prices of the sales of Common Stock
on all securities exchanges on which the Common Stock may at the time be
listed, or, if there have been no sales on any such exchange on any day, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day, or, if on any day the Common Stock is not so listed, the
average of the representative bid and asked prices quoted in the NASDAQ System
as of 4:00 PM, Eastern Time, or, if on any day the Common Stock is not quoted
in the NASDAQ System, the average of the highest bid and lowest asked prices on
such day in the domestic over-the-counter market as reported by the National
Quotation Bureau Incorporated, or any similar successor organization, in each
such case averaged over a period of 21 days consisting of the day as of which
the Fair Market Value is being determined and the 20 consecutive trading days
prior to such day.  If at any time the Common Stock is not listed on any
securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the Fair Market Value shall be the fair value of the Common Stock
determined in good faith by the Board of Directors based on such factors as it
determines, whether on its own or in consultation with its advisors, to be
relevant to determining the valuation of the Common Stock (but in any event,
without taking into account the lack of liquidity and minority position of the
Common Stock subject to repurchase).

     "Measurement Date" means the date on which any taxable income resulting
from the exercise of an Option is determined under applicable federal income
tax law.

     "Option Agreement" has the meaning set forth in Section 6.1 hereof.

     "Option Shares" shall mean (i) all shares of Common Stock issued or
issuable upon the exercise of an Option and (ii) all shares of Common Stock
issued with respect to the Common Stock referred to in clause (i) above by way
of stock dividend or stock split or in connection with any conversion, merger,
consolidation or recapitalization or other reorganization affecting the Common
Stock.  Unless provided otherwise herein or in the Participant's Option


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Agreement, Option Shares will continue to be Option Shares in the hands of any
holder other than the Participant (except for the Company), and each such
transferee thereof will succeed to the rights and obligations of a holder of
Option Shares hereunder.

     "Options" has the meaning set forth in the preamble hereof.

     "Participant" means any executive or other key employee of the Company or
any Subsidiary who has been selected to participate in the Plan by the
Committee or the Board.

     "Permitted Transferee" means those persons to whom the Participant is
authorized (1) pursuant to Section 5.9, to transfer Option Shares, or (2)
pursuant to Section 6.3, to transfer Options.

     "Person" means any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity.

     "Plan" has the meaning set forth in the preamble hereof.

     "Qualified Initial Public Offering" means an initial public offering of
shares of the Common Stock underwritten by an investment banking firm or firms
of national reputation (i) providing aggregate gross proceeds (before deducting
underwriting discounts, commissions and expenses) to the Company of at least
$50,000,000 and (ii) at a public offering price that represents an aggregate
valuation of the fully-diluted Common Stock immediately prior to such offering
of at least $100,000,000.

     "Repurchase Notice" has the meaning ascribed thereto in Section 5.8(b)
hereof.

     "Repurchase Option" has the meaning ascribed thereto in Section 5.8(a)
hereof.

     "Right of First Refusal" has the meaning ascribed thereto in Section
5.9(b) hereof.

     "Sale Notice" has the meaning ascribed thereto in Section 5.9(a) hereof.

     "Sale of the Company" means the sale of the Company to any Third Party or
Third Parties  pursuant to which such party or parties acquire (i) capital
stock of the Company possessing the voting power under normal circumstances to
elect a majority of the Board (whether by merger, consolidation or sale or
transfer of the Company's capital stock) or (ii) all or substantially all of
the Company's assets determined on a consolidated basis.

     "Securities Act" has the meaning ascribed thereto in Article 1 hereof.


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     "Shareholders Agreement" means the Shareholders Agreement dated as of
September 30, 1998 by and among the Company, True Temper Sports LLC, Emhart
Industries, Inc. and other holders of the Company's capital stock.

     "Subsidiary" means any subsidiary corporation (as such term is defined in
Section 424(f) of the Code) of the Company.

     "Termination Date" shall mean the date upon which such Participant's
employment with the Company and all of its Subsidiaries terminated.

     "Third Party" means any Person which is not an Affiliate of the Company.

     "Withholding Amount" has the meaning ascribed thereto in Section 5.4(a)
hereof.


                                    1 ARTICLE

                                 ADMINISTRATION

     The Plan shall be administered by the Committee.  Subject to the
limitations of the Plan, the Committee shall have the sole and complete
authority to:  (i) select Participants, (ii) grant Options to Participants in
such forms and amounts as it shall determine, (iii) impose such limitations,
restrictions and conditions upon such Options as it shall deem appropriate,
(iv) interpret the Plan and adopt, amend and rescind administrative guidelines
and other rules and regulations relating to the Plan, (v) correct any defect or
omission or reconcile any inconsistency in the Plan or in any Options granted
under the Plan and (vi) make all other determinations and take all other
actions necessary or advisable for the implementation and administration of the
Plan.  The Committee's determinations on matters within its authority shall be
conclusive and binding upon the Participants, the Company and all other
persons.  All expenses associated with the administration of the Plan shall be
borne by the Company.  The Committee may, as approved by the Board and to the
extent permissible by law, delegate any of its authority hereunder to such
persons or entities as it deems appropriate.



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                                    1 ARTICLE

                         LIMITATION ON AGGREGATE SHARES

     The number of shares of Common Stock with respect to which Options may be
granted under the Plan shall not exceed, in the aggregate, 1,020,679 shares,
subject to adjustment in accordance with Section 6.4.  To the extent any
Options expire unexercised or are canceled, terminated or forfeited in any
manner without the issuance of Common Stock thereunder, such shares shall again
be available under the Plan.  The shares of Common Stock available under the
Plan may consist of authorized and unissued shares, treasury shares or a
combination thereof, as the Committee shall determine.


                                    1 ARTICLE

                                     AWARDS

1.1 GRANT OF OPTIONS.  The Committee may grant Options to Participants from
time to time in accordance with this Article V.  Options granted under the Plan
may be nonqualified stock options or "incentive stock options" within the
meaning of Section 422 of the Code or any successor provision as specified by
the Committee; provided, however, that no incentive stock option may be granted
to any Participant who, at the time of grant, owns stock of the Company (or any
Subsidiary) representing more than 10% of the total combined voting power of
all classes of stock of the Company (or any Subsidiary), unless such incentive
stock option shall at the time of grant (a) have a termination date not later
than the fifth anniversary of the issuance date and (b) have an exercise price
per share equal to at least 110% of the Fair Market Value of a share of Common
Stock on the date of grant.  The exercise price per share of Common Stock under
each Option shall be determined by the Committee or the Board at the time of
grant; provided, however, that the exercise price per share of Common Stock
under each incentive stock option shall be fixed by the Committee at the time
of grant of the Option and shall equal at least 100% of the Fair Market Value
of a share of Common Stock on the date of grant, but not less than the par
value per share (as adjusted pursuant to Section 6.4).  Subject to Section 5.6,
Options shall be exercisable at such time or times as the Committee shall
determine; provided, however, that any option intended to be an incentive stock
option shall be treated as an incentive stock option only to the extent that
the aggregate Fair Market Value of the Common Stock (determined as of the date
of Option grant) with respect to which incentive stock options (but not
nonqualified options) are exercisable for the first time by any Participant
during any calendar year (under all stock option plans of the Company and its
Subsidiaries) does not exceed $100,000.  The Committee shall determine the term
of each Option, which term shall not exceed ten years from the date of grant of
the Option.


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1.1 EXERCISE PROCEDURE.  Options shall be exercisable, to the extent they are
vested, by written notice to the Company (to the attention of the Company's
Secretary) accompanied by payment in full of the applicable exercise price.
Payment of such exercise price may be made (i) in cash (including check, bank
draft, money order or wire transfer of immediately available funds), (ii) if
approved by the Committee prior to exercise (or in the case of an incentive
stock option, if approved by the Committee in the Option Agreement) by delivery
of a full recourse promissory note of the Participant bearing interest at a
rate not less than the applicable federal rate determined pursuant to Section
1274 of the Code, (iii) in shares of Common Stock valued at their Fair Market
Value as of the date of exercise as provided in Section 5.3 below provided the
Participant has held such Common Stock at least six months prior to exercise of
the Option, or (iv) in a combination of the foregoing.
1.2
1.3 EXCHANGE OF PREVIOUSLY ACQUIRED STOCK.  The Committee, in its discretion
and subject to such conditions as the Committee may determine, may permit the
exercise price for the shares being acquired upon the exercise of an Option to
be paid, in full or in part, by the delivery to the Company of Common Stock.
Any Common Stock so delivered shall be treated as the payment of cash equal to
the aggregate Fair Market Value on the date of delivery of such Common Stock.
In the case of incentive stock options, the Committee shall specify in the
Option Agreement whether the option holder may satisfy the exercise price with
respect to shares of Common Stock purchased upon exercise of such Option by
delivering to the Company shares of previously acquired Common Stock.
1.4
1.5 WITHHOLDING TAX REQUIREMENTS.
1.6
(a) AMOUNT OF WITHHOLDING.  It shall be a condition of the exercise of any
Option  that the Participant exercising the Option make appropriate payment or
other provision acceptable to the Company with respect to any withholding tax
requirement arising from such exercise.  The amount of withholding tax
required, if any, with respect to any Option exercise (the "Withholding
Amount") shall be determined by the Treasurer or other appropriate officer of
the Company, and the Participant shall furnish such information and make such
representations as such officer requires to make such determination.
(b)
(c) WITHHOLDING PROCEDURE.  If the Company determines that withholding tax is
required with respect to any Option exercise, the Company shall notify the
Participant of the Withholding Amount, and the Participant shall pay to the
Company an amount not less than the Withholding Amount.  In lieu of making such
payment, the Participant may elect to pay the Withholding Amount by either (i)
delivering to the Company a number of shares of Common Stock having an
aggregate Fair Market Value as of the Measurement Date not less than the
Withholding Amount or (ii) directing the Company to withhold (and not to
deliver or issue to the Participant) a number of shares of Common Stock,
otherwise issuable upon the exercise of an Option, having an aggregate Fair
Market Value as of the Measurement Date not less than the Withholding Amount.
In addition, if the Committee approves, a Participant may elect pursuant to the
prior sentence to deliver or direct the withholding of shares of Common Stock
having an aggregate Fair Market


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Value in excess of the minimum Withholding Amount but not in excess of the
Participant's applicable highest marginal combined federal income and state
income tax rate, as estimated in good faith by such Participant.  Any
fractional share interests resulting from the delivery or withholding of shares
of Common Stock to meet withholding tax requirements shall be settled in cash.
All amounts paid to or withheld by the Company and the value of all shares of
Common Stock delivered to or withheld by the Company pursuant to this Section
5.4 shall be deposited in accordance with applicable law by the Company as
withholding tax for the Participant's account.  If the Treasurer or other
appropriate officer of the Company determines that no withholding tax is
required with respect to the exercise of any Option (because such option is an
incentive stock option or otherwise), but subsequently it is determined that
the exercise resulted in taxable income as to which withholding is required (as
a result of a disposition of shares or otherwise), the Participant shall
promptly, upon being notified of the withholding requirement, pay to the
Company, by means acceptable to the Company, the amount required to be
withheld; and at its election the Company may condition the transfer of any
shares issued upon exercise of an incentive stock option upon receipt of such
payment.
(d)
1.7 NOTIFICATION OF INQUIRIES AND AGREEMENTS.  Each Participant and each
Permitted Transferee shall notify the Company in writing within 10 days after
the date such Participant or Permitted Transferee (i) first obtains knowledge
of any Internal Revenue Service inquiry, audit, assertion, determination,
investigation, or question relating in any manner to the value of Options
granted hereunder; (ii) includes or agrees (including, without limitation, in
any settlement, closing or other similar agreement) to include in gross income
with respect to any Option granted under this Plan (A) any amount in excess of
the amount reported on Form 1099 or Form W-2 to such Participant by the
Company, or (B) if no such Form was received, any amount; and/or (iii)
exercises, sells, disposes of, or otherwise transfers (other than to a
Permitted Transferee) an Option acquired pursuant to this Plan.  Upon request,
a Participant or Permitted Transferee shall provide to the Company any
information or document relating to any event described in the preceding
sentence which the Company (in its sole discretion) requires in order to
calculate and substantiate any change in the Company's tax liability as a
result of such event.
1.8
1.9 CONDITIONS AND LIMITATIONS ON EXERCISE.  At the discretion of the
Committee, exercised at the time of grant, Options may vest, in one or more
installments, upon (i) the fulfilment of certain conditions, (ii) the passage
of a specified period of time, (iii) the occurrence of certain events and/or
(iv) the achievement by the Company or any Subsidiary of certain performance
goals.  In the event of a Sale of the Company, the Committee may provide, in
its discretion, that the Options shall become immediately vested and that such
Options shall terminate if not exercised as of the date of the Sale of the
Company or any other designated date (the "Designated Date") or that such
Options shall thereafter represent only the right to receive the excess of the
consideration per share of Common Stock offered in such Sale of the Company
over the exercise price of such Options.  The Company shall give all
Participants notice of an impending Sale of the Company at least 15 days prior
to the date of such Sale of the Company or the Designated Date, whichever is
earlier.
1.10


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1.11 EXPIRATION OF OPTIONS.
1.12
(a) NORMAL EXPIRATION.  In no event shall any part of any Option be exercisable
after the stated date of expiration thereof.

(a) EARLY EXPIRATION UPON TERMINATION OF EMPLOYMENT.  Any part of any Option
that was not vested on a Participant's Termination Date shall expire and be
forfeited on such date, and any part of any Option that was vested on the
Termination Date shall also expire and be forfeited to the extent not
theretofore exercised on the thirtieth (30th) day (one year, if termination is
caused by the Participant's death or disability) following the Termination
Date, but in no event after the stated date of expiration thereof.

1.1 RIGHT TO PURCHASE OPTION SHARES UPON TERMINATION OF EMPLOYMENT.
1.2
     (a) REPURCHASE RIGHT.  In the event a Participant's employment with the
Company is terminated for any reason, the Option Shares (whether held by such
Participant or one or more transferees and including any Option Shares acquired
subsequent to such termination of employment) will be subject to repurchase by
the Company pursuant to the terms and conditions set forth in this Section 5.8
(the "Repurchase Option") at a price per share equal to the Fair Market Value
thereof determined as of the Termination Date.

     (b) REPURCHASE NOTICE.  The Board may elect to purchase all or any portion
of the Option Shares by delivery of written notice (the "Repurchase Notice") to
the holder or holders of the Option Shares within 180 days after the
Termination Date (or if termination is caused by the Participant's death or
disability, 180 days after the expiration of the Options held by such
Participant).  The Repurchase Notice will set forth the number of Option Shares
to be acquired from such holder, the aggregate consideration to be paid for
such shares and the time and place for the closing of the transaction.

     (c) CLOSING OF REPURCHASE.  The closing of the repurchase transaction will
take place on the date designated by the Company in the Repurchase Notice,
which date will not be more than 45 days nor less than 10 days after the
delivery of such notice.  The Company will pay for the Option Shares to be
purchased pursuant to the Repurchase Option by delivering, at the option of the
Company to such Participant and/or the other holder(s), (1) a check in the
amount of the aggregate sale price of the Option Shares to be repurchased or
(2) if the aggregate consideration to be paid to such holder(s) of Option
Shares exceeds $50,000, a check in the amount of 20% of the aggregate sale
price of the Option Shares to be repurchased and a subordinated promissory note
in a principal amount equal to the remainder of the aggregate sale price,
bearing interest at a floating rate of interest equal to the prime rate as
stated from time to time by Chemical Bank or any successor thereto, and
payable, as to principal and interest, in four equal annual installments on the
first four anniversaries of the closing of such repurchase; provided that if
the Company determines that withholding tax is required with respect to the
exercise of a Repurchase Option, the Company shall withhold an amount equal to
such


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withholding tax from the purchase price.  At the closing, the Participant and
each other seller will deliver the certificates representing the Option Shares
to be sold duly endorsed in form for transfer to the Company or its designee,
and the Company will be entitled to receive customary representations and
warranties from the Participant and the other sellers regarding title to the
Option Shares.

1.1 RESTRICTIONS ON TRANSFER.
1.2
(a) RESTRICTIONS.  A Participant may not sell, pledge or otherwise transfer any
interest in any Option Shares except pursuant to the provisions of this Section
5.9.  At least 60 days prior to making any transfer, the Participant proposing
such transfer shall deliver a written notice (the "Sale Notice") to the
Company.  The Sale Notice will disclose in reasonable detail the identity of
the prospective transferee(s) and the terms and conditions of the proposed
transfer.  Such Participant (and such Participant's transferees) shall not
consummate any such transfer until 60 days after the Sale Notice has been
delivered to the Company, unless the Company has notified such Participant in
writing that it will not exercise its rights under this Section 5.9.  (The date
of the first to occur of such events is referred to herein as the
"Authorization Date").

     (b) REPURCHASE OPTION.  The Company may elect to purchase all or any
portion of the Option Shares to be transferred upon the same terms and
conditions as those set forth in the Sale Notice (the "Right of First Refusal")
by delivering a written notice of such election to such Participant within 30
days after the receipt of the Sale Notice by the Company (the "Election
Notice").  If the Company has not elected to purchase all of the Option Shares
specified in the Sale Notice, such Participant may transfer the Option Shares
not purchased by the Company to the prospective transferee(s) as specified in
the Sale Notice at a price and on terms no more favorable to the transferee(s)
thereof than specified in the Sale Notice during the 60-day period immediately
following the Authorization Date.  Any Option Shares not so transferred within
such 60-day period must be reoffered to the Company in accordance with the
provisions of this Section 5.9 in connection with any subsequent proposed
transfer.

     (c) EXCEPTIONS.  The restrictions contained in this Section 5.9 will not
apply with respect to transfers of Option Shares pursuant to applicable laws of
descent and distribution; provided that the restrictions contained in this
paragraph will continue to be applicable to the Option Shares after any such
transfer and the transferees of such Option Shares have agreed in writing to be
bound by the terms and provisions of this Plan and the Option grant, as amended
from time to time.

1.1 TERMINATION OF RESTRICTIONS.  The rights and obligations set forth in
Sections 5.8 and 5.9 hereof will terminate upon the earlier of (A) the
consummation by the Company of a Qualified Initial Public Offering or (B) the
sale of Option Shares in accordance with the terms and conditions of Section
5.9 (except for a transfer pursuant to Section 5.9 (c)); provided that with
respect to clause (B) above, such rights and obligations shall terminate only
with respect to those Option Shares sold.


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1.2
1 ARTICLE
2
                               GENERAL PROVISIONS

1.1 WRITTEN AGREEMENT.  Each Option granted hereunder shall be embodied in a
written  agreement (the "Option Agreement") which shall be signed by the
Participant to whom the Option is granted and shall be subject to the terms and
conditions set forth herein.

1.1 LISTING, REGISTRATION AND LEGAL COMPLIANCE.  If at any time the Committee
determines, in its discretion, that the listing, registration or qualification
of the shares subject to Options upon any securities exchange or under any
state or federal securities or other law or regulation, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to or in connection with the granting of Options or the purchase or
issuance of shares thereunder, no Options may be granted or exercised, in whole
or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.  The holders of such Options will supply the
Company with such certificates, representations and information as the Company
shall request and shall otherwise cooperate with the Company in obtaining such
listing, registration, qualification, consent or approval.  In the case of
officers and other persons subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended, the Committee may at any time impose any limitations
upon the exercise of Options that, in the Committee's discretion, are necessary
or desirable in order to comply with such Section 16(b) and the rules and
regulations thereunder.  If the Company, as part of an offering of securities
or otherwise, finds it desirable because of federal or state regulatory
requirements to reduce the period during which any Options may be exercised,
the Committee may, in its discretion and without the Participant's consent, so
reduce such period on not less than 15 days' written notice to the holders
thereof.
1.2
1.3 OPTIONS NOT TRANSFERRABLE.  Options may not be transferred other than by
will or the laws of descent and distribution and, during the lifetime of the
Participant to whom they were granted, may be exercised only by such
Participant (or, if such Participant is incapacitated, by such  Participant's
legal guardian or legal representative).  In the event of the death of a
Participant, Options which are not vested on the date of death shall terminate;
exercise of Options granted hereunder to such Participant, which are vested as
of the date of death, may be made only by the executor or administrator of such
Participant's estate or the person or persons to whom such Participant's rights
under the Options will pass by will or the laws of descent and distribution.


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1.1 ADJUSTMENTS.  In the event of a reorganization, recapitalization, stock
dividend or stock split, or combination or other change in the shares of Common
Stock, the Board or the Committee may, in order to prevent the dilution or
enlargement of rights under the Plan or outstanding Options, adjust (1) the
number and type of shares as to which options may be granted under the Plan,
(2) the number and type of shares covered by outstanding Options, (3) the
exercise prices specified therein and (4) other provisions of this Plan which
specify a number of shares, all as such Board or Committee determines to be
appropriate and equitable.

1.1 RIGHTS OF PARTICIPANTS.  Nothing in the Plan shall interfere with or limit
in any way the right of the Company or any Subsidiary to terminate any
Participant's employment at any time (with or without cause), or confer upon
any Participant any right to continue in the employ of the Company or any
Subsidiary for any period of time or to continue to receive such Participant's
current (or other) rate of compensation.  No employee shall have a right to be
selected as a Participant or, having been so selected, to be selected again as
a Participant.
1.2
1.3 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN.  The Board or the Committee
may suspend or terminate the Plan or any portion thereof at any time and may
amend it from time to time in such respects as the Board or the Committee may
deem advisable; provided, however, that no such amendment shall be made without
shareholder approval to the extent such approval is required by law, agreement
or the rules of any exchange upon which the Common Stock is listed, and no such
amendment, suspension or termination shall impair the rights of Participants
under outstanding Options without the consent of the Participants affected
thereby, except as provided below.  No Options shall be granted hereunder after
the tenth anniversary of the adoption of the Plan.
1.4
1.5 AMENDMENT OF OUTSTANDING OPTIONS.  The Committee may amend or modify any
Option in any manner to the extent that the Committee would have had the
authority under the Plan initially to grant such Option; provided that, except
as expressly contemplated elsewhere herein or in any agreement evidencing such
Option, no such amendment or modification shall impair the rights of any
Participant under any outstanding Option without the consent of such
Participant provided further, that the Committee may accelerate the expiration
of any outstanding option if the Committee determines that such modification is
necessary or desirable in order to facilitate the sale of the Company and any
such acceleration provides the participant reasonable time to exercise
outstanding Options prior to such expiration.
1.6
1.7 INDEMNIFICATION.  In addition to such other rights of indemnification as
they may have as members of the Board or the Committee, the members of the
Committee shall be indemnified by the Company against (i) all costs and
expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted under the Plan, and (ii) all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a


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judgment in any such action, suit or proceeding; provided, however, that any
such Committee member shall be entitled to the indemnification rights set forth
in this Section 6.9 only if such member (1) acted in good faith and in a manner
that such member reasonably believed to be in, and not opposed to, the best
interests of the Company, and (2) with respect to any criminal action or
proceeding, (A) had no reasonable cause to believe that such conduct was
unlawful, and (B) upon the institution of any such action, suit or proceeding a
Committee member shall give the Company written notice thereof and an
opportunity to handle and defend the same before such Committee member
undertakes to handle and defend it on his own behalf.
1.8
1.9 RESTRICTED SECURITIES.  All Common Stock issued pursuant to the terms of
this Plan shall constitute "restricted securities," as that term is defined in
Rule 144 promulgated by the Securities and Exchange Commission pursuant to the
Securities Act, and may not be transferred except in compliance with the
registration requirements of the Securities Act or an exemption therefrom.
1.10
1.11
                             *    *    *    *    *


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