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                                                                   EXHIBIT 10.5

                          LANDMARK SYSTEMS CORPORATION
                           1994 STOCK INCENTIVE PLAN

1. PURPOSE.

         The purpose of this Stock Incentive Plan (this "Plan") is to offer to
those employees who contribute materially to the successful operation of
LANDMARK SYSTEMS CORPORATION (the "Company") additional incentive and
encouragement to remain in the service of the Company by increasing their
personal participation in the Company through stock ownership. This Plan
provides a means whereby these individuals may acquire shares of the Company's
Common Stock pursuant to Qualified Options, Nonqualified Options, Restricted
Stock Awards and Stock Bonuses.

2. DEFINITIONS.

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

         B. "Bonus Stock" means the shares of Common Stock issued to a Grantee
pursuant to a Stock Bonus.

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

         D. "Common Stock" means the common stock of the Company, $.01 par
value per share.

         E. "Conditions" means the conditions attached to a Restricted Stock
Award pursuant to Section 7.B which if not met will result in the repurchase of
Restricted Stock at the price paid by the Grantee for such Restricted Stock as
provided in Section 7.E.

         F. "Employee" means any employee of the Company or of any Parent or
Subsidiary, including an employee who serves as an officer or director of the
Company or of a Parent or Subsidiary.

         G. "Fair Market Value" means the most recent determination of the fair
market value of each share of Common Stock made in accordance with Section 9.

         H. "Grantee" includes both Optionees and recipients of Restricted
Stock Awards and Stock Bonuses.

         I. "Nonqualified Option" means a stock option granted under to this
Plan which is not intended to qualify as an incentive stock option under
Section 422 of the Code.





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         J. "Option" includes both Nonqualified Options and Qualified Options.

         K. "Option Shares" mean the shares of Common Stock purchased by a
Grantee upon exercise of an Option.

         L. "Optionee" means an Employee to whom an Option has been granted.

         M. "Parent" means a parent corporation of the Company within the
meaning of Section 425(e) of the Code.

         N. "Qualified Option" means a stock option granted under this Plan
which qualifies as an incentive stock option under Section 422 of the Code.

         O. "Restricted Stock" means the shares of Common Stock issued to a
Grantee pursuant to a Restricted Stock Award.

         P. "Restricted Stock Award" means the grant under this Plan, at a
price determined by the Board, of Common Stock which is nontransferable and
subject to substantial risk of being repurchased at the price paid for such
Common Stock until the Conditions have been met.

         Q. "Stock Bonus" means the grant under this Plan of Common Stock as a
bonus for services rendered by an Employee.

         R. "Subsidiary" means a subsidiary corporation of the Company within
the meaning of Section 425(f) of the Code.

         S. "Terminating Event" means (i) the consummation of a merger or
consolidation of the Company into or with another corporation under
circumstances in which the Company is not the surviving corporation (other than
circumstances involving a mere change in the identity, form or place of
organization of the Company); (ii) the consummation of a sale of more than 50%
of the Company's outstanding stock to persons who are not shareholders of the
Company on the date of grant of the Option, Restricted Stock Award or Stock
Bonus; or (iii) the liquidation or dissolution of the Company.

3. ADMINISTRATION OF THE PLAN.

         This Plan will be administered by the Board, which will have the right
to delegate any and all of its powers under this Plan to a committee of members
of the Board comprised of no fewer than three members (the "Committee"). If the
Board appoints a Committee to administer this Plan, in whole or in part, the
Committee's determination will not be subject to approval by the Board, and to
the extent of such delegation, references in this Plan to the Board shall be
deemed to refer to the Committee. The





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Committee, however, shall report to the Board periodically concerning its
administration of the Plan.

         The Board will have the authority and discretion to adopt and revise
such rules and regulations as it deems necessary for the administration of this
Plan and to determine, consistent with the provisions of this Plan, the
Employees to be granted Options, Restricted Stock Awards and Stock Bonuses, the
times at which Options, Restricted Stock Awards and Stock Bonuses will be
granted, the option price of the shares subject to each Option and the price at
which a Restricted Stock Award is made, the number of shares subject to each
Option, Restricted Stock Award and Stock Bonus, the vesting schedule of
Options, the method of payment for shares acquired upon the exercise of
Options, the expiration dates of the Options, and the Conditions attached to
each Restricted Stock Award. In addition, the Board will have the authority, in
connection with any Option, Restricted Stock Award or Stock Bonus granted or to
be granted to any Employee, to eliminate, restrict, expand or otherwise modify,
in such manner as the Board, in its discretion, deems appropriate, the call
rights granted under Section 10 of this Plan and the transfer restrictions set
forth in Section 11 of this Plan, provided that any modification of such rights
are set forth in a written agreement signed by the Company and such Employee.
The Board's actions, including any interpretation or construction of any
provisions of this Plan and any Option, Restricted Stock Award and Stock Bonus,
shall be final, conclusive and binding. No member of the Board shall be liable
for any action or determination made in good faith.

4. ELIGIBILITY.

         All Employees will be eligible to receive Options, Restricted Stock
Awards and Stock Bonuses. An Employee may be granted more than one Option,
Restricted Stock Award or Stock Bonus.

5. SHARES OF STOCK SUBJECT TO THE PLAN.

         The number of shares which may be issued pursuant to this Plan shall
not exceed 4,500,000 shares of Common Stock, subject to a proportionate
adjustment to account for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from any stock split (whether
by subdivision or consolidation of shares) or any payment of a share dividend
(but only on the Common Stock).  Any or all of such shares may be issued under
Qualified Options. Such shares may be authorized and unissued shares or shares
previously acquired by the Company and held in its treasury. Any shares subject
to an Option which expires for any reason or is terminated unexercised as to
such shares, and any Restricted Stock, Bonus Stock and Option Shares which are
repurchased by the Company, may again be subject to an Option, Restricted Stock
Award or Stock Bonus under this Plan.





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6. TERMS AND CONDITIONS OF OPTIONS.

         A. Option Agreement. Each Option shall be evidenced by a written
agreement between the Company and the Optionee (an "Option Agreement"), which
sets forth (i) the number of shares subject to the Option; (ii) the exercise
price, vesting schedule and expiration date of the Option; (iii) the method of
payment on exercise of the Option; (iv) whether the Option is a Qualified
Option or Nonqualified Option; and (v) such additional provisions, not
inconsistent with this Plan, as the Board may prescribe.

         B. Grant of Options. No Option may be granted after the expiration of
ten years from the date this Plan is adopted.

         C. Exercise of Options. Optionees may exercise at any time or from
time to time all or any portion of a vested Option. An Option shall be
exercisable only to the extent it is vested. Options will vest either
immediately or periodically over a period not exceeding ten years as set forth
in the Option Agreement. Vesting of all or any portion of an Option may be
accelerated at the discretion of the Board.

         To the extent that the aggregate Fair Market Value of the Common Stock
with respect to which options qualifying as incentive stock options under
Section 422 of the Code are exercisable by the Grantee for the first time
during any calendar year (under all stock option plans of the Company, its
Parents and Subsidiaries) exceeds $100,000, such Options are not incentive
stock options. For the purposes of this paragraph, the Fair Market Value of the
Common Stock shall be determined as of the time the option with respect to such
Common Stock is granted. This paragraph shall be applied by taking options into
account in the order in which they were granted.

         An Optionee shall exercise an Option by delivering to the Secretary of
the Company a written notice signed by the Optionee which states the Optionee's
election to exercise the Option and the number of shares of Common Stock the
Optionee elects to purchase. The Optionee's notice shall be accompanied by
payment of the exercise price. Payment may be (i) in cash, (ii) by exchange of
Common Stock having an aggregate Fair Market Value equal to the cash exercise
price, or (iii) partly in cash and partly by exchange of Common Stock.

         The Optionee's right to pay the exercise price by exchange of Common
Stock is subject to the following limitations:

              (a)  the Common Stock being exchanged must have been held by the
Optionee for more than one month, and

              (b)  if the Common Stock being exchanged was acquired upon the
Optionee's exercise of a Qualified Option, the Common Stock must have been held
by the Optionee at least one year, and the Qualified Option must have been
granted at least two years, before the date the Optionee exchanges the Common
Stock.





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         As soon as practicable following payment of the exercise price, the
Company will deliver to the Optionee a certificate representing the Option
Shares, provided that the Optionee has made appropriate arrangements with the
Company for any federal, state or local taxes required to be withheld. An
Optionee shall not have any of the rights and privileges of a shareholder of
the Company in respect of any of the Option Shares until the Company has
delivered the certificate.

         D. Exercise Price. The exercise price of each Qualified Option shall
be at least equal to the Fair Market Value of the Common Stock on the date the
Qualified Option is granted. In the case of a Qualified Option granted to a
person who owns, immediately after the grant of such Qualified Option, stock
possessing more than 10% of the total combined voting power of the Company, or
of its Parent or Subsidiary, the exercise price of the Qualified Option shall
be at least 110% of the Fair Market Value of the Common Stock on the date the
Qualified Option is granted.

         The exercise price of each Nonqualified Option shall be at least equal
to 85% of the Fair Market Value of the Common Stock on the date the
Nonqualified Option is granted. In the case of a Nonqualified Option granted to
a person who owns, immediately after the grant of such Nonqualified Option,
stock possessing more than 10% of the total combined voting power of the
Company, or its Parent or Subsidiary, the exercise price of the Nonqualified
Option shall be at least 110% of the Fair Market Value of the Common Stock on
the date such Nonqualified Option is granted.

         The exercise price of any Option shall not be less than the par value
of the Common Stock.

         E. Expiration of Options. Each Option shall expire on the date set
forth in the Option Agreement, provided that (i) each Option shall expire not
later than ten years after the date it is granted, and (ii) each Qualified
Option granted to any person who owns stock possessing more than 10% of the
total combined voting power of the Company, or of its Parent or Subsidiary,
shall expire not later than five years after the date it is granted.
Notwithstanding the foregoing, if an Optionee's employment with the Company is
terminated for any reason before the expiration date set forth in the Option
Agreement, the Option granted under the Option Agreement shall terminate on the
date the Optionee's employment is terminated; provided, however, that the
portion of the Option which is vested as of the date of such termination of
employment shall be exercisable for a period of sixty days thereafter (or, if
employment is terminated due to the Optionee's death or disability, for a
period ending no later than (i) the six-month anniversary of the date of
termination or (ii) sixty days following the appointment of a personal
representative for the Optionee's estate).

         F. Non-Transferability of Options. Options may not be transferred by
the Optionee otherwise than by will or the laws of descent and distribution,
and each Option shall be exercisable during the Optionee's lifetime only by the
Optionee. Upon any attempt to transfer an Option or any interest therein
contrary to the provisions of this Plan, or to





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subject the Option or any interest therein to execution, attachment or similar
process, the Option shall immediately terminate and become null and void.

         G. Adjustment Provisions. Subject to any required action by the
shareholders of the Company, the Board will make a proportionate adjustment in
the number of shares of Common Stock covered by each outstanding Option and the
exercise price per share to account for any increase or decrease in the number
of issued shares of Common Stock of the Company resulting from a stock split
(whether by subdivision or consolidation of shares) or any payment of a share
dividend (but only on the Common Stock).  

         In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be Common Stock within the meaning of this Plan.

         H. Terminating Event. Notwithstanding the vesting schedule set forth
in any Option Agreement, the unvested portions of all Options shall vest, and
such Options shall be exercisable in full, immediately prior to the occurrence
of a Terminating Event. All Options shall terminate immediately following the
occurrence of a Terminating Event. The Company will provide each Grantee with
at least fifteen days advance notice of the occurrence of a Terminating Event.

         I. Notice of Disposition of Shares. The Optionee shall give written
notice to the Company of his intent to make any disposition of the shares
acquired upon exercise of a Qualified Option if such disposition occurs within
two years after the date the Qualified Option was granted or within one year
after the date the Qualified Option was exercised. The Optionee shall be
required to make appropriate arrangements with the Company for satisfaction of
any federal, state or local taxes the Company is required to withhold as a
result of such disposition.

7. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

         A. Restricted Stock Award Agreement. Each Restricted Stock Award shall
be evidenced by a written agreement between the Company and the recipient of
the Restricted Stock Award (a "Restricted Stock Award Agreement"), which sets
forth (i) the number of shares awarded to the recipient, (ii) the price the
recipient is required to pay for such shares, (iii) the Conditions applicable
to such Restricted Stock Award, and (iv) such additional provisions, not
inconsistent with this Plan, as the Board may prescribe.

         B. Conditions. The Board may impose such Conditions on any Restricted
Stock as it may deem advisable, including Conditions based on the continuing
performance of services as an Employee and the achievement of individual, group
and/or Company performance objectives. The Board may require the recipient of a
Restricted Stock





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Award to enter into an escrow agreement providing that the certificates
representing Restricted Stock will remain in the physical custody of an escrow
agent, which may be the Company, until all Conditions have been met. Each
certificate representing Restricted Stock will bear a legend making appropriate
reference to the Conditions imposed.

         C. Purchase Price. The Board may set the price at which Restricted
Stock may be purchased at any amount which is not less than 85% of the Fair
Market Value of the Common Stock on the date of the Restricted Stock Award. In
the case of a Restricted Stock Award to a person who owns, immediately after
the award, stock possessing more than 10% of the total combined voting power of
the Company, or of its Parent or Subsidiary, the purchase price of the
Restricted Stock shall be at least 100% of the Fair Market Value of the Common
Stock on the date of the Restricted Stock Award.

         The purchase price of the Restricted Stock shall not be less than the
par value of the Common Stock.

         D. Terminating Event. Unless otherwise provided in the Restricted
Stock Award Agreement, all Conditions imposed on Restricted Stock will lapse
immediately prior to the occurrence of a Terminating Event.

         E. Repurchase of Restricted Stock. If any of the Conditions set forth
in a Restricted Stock Award Agreement shall not have been met within the
prescribed period, or upon the occurrence of an event which makes it impossible
for one or more of the Conditions to be met, all Restricted Stock subject to
any such Conditions shall be repurchased by the Company at the price paid by
the holder for such Restricted Stock. The closing of any repurchase of
Restricted Stock shall take place at a mutually convenient time at the
Company's headquarters within forty-five days after the date the Condition
fails. At the closing, the holder shall surrender his stock certificates and
the Company shall pay to the holder in cash the repurchase price of the
Restricted Stock.

         F. Rights as Shareholder. Subject to the provisions of this Section 7,
the holder shall have all rights of a shareholder with respect to the
Restricted Stock, including the right to vote the shares and receive
distributions.

         G. Section 83 Election. The holder of a Restricted Stock Award may
make an election under Section 83(b) of the Code, within thirty days of the
date the Restricted Stock Award is granted, if the holder wishes to include in
income for the taxable year in which the grant of the Restricted Stock Award
occurs, the difference between the Fair Market Value of the Common Stock
granted pursuant to a Restricted Stock Award and the price the holder was
required to pay for such Common Stock. If the holder intends to make such
election, a copy of the completed election form required to be filed with the
Internal Revenue Service shall be provided to the Company and shall be attached
to the Restricted Stock Award Agreement as an exhibit.





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         H. Payment of Withholding Tax. The holder of a Restricted Stock Award
shall be responsible for the payment of all federal and state income taxes and
Social Security (FICA) taxes required to be withheld and paid with respect to a
Restricted Stock Award.  At the Company's option, the Company may (i) withhold
the appropriate amount from the holder's regular compensation and from any
dividends paid on Restricted Stock, or (ii) require the holder to pay the
amount of the withholding tax to the Company and treat the holder's timely
payment of such amount to the Company as an additional Condition.

         I. Adjustment Provisions. Subject to any required action by the
shareholders of the Company, the Board will make a proportionate adjustment in
the number of shares of Restricted Stock covered by each Restricted Stock Award
to account for any increase or decrease in the number of issued shares of
Common Stock of the Company resulting from a stock split (whether by
subdivision or consolidation of shares) or the payment of a share dividend (but
only on the Common Stock).

8. STOCK BONUSES.

         Each Stock Bonus shall be evidenced by a written agreement between the
Company and the recipient of the Stock Bonus (a "Stock Bonus Agreement"), which
sets forth (i) the number of shares awarded to the recipient, and (ii) such
additional provisions, not inconsistent with this Plan, as the Board may
prescribe. The recipient of a Stock Bonus shall be responsible for the payment
of all federal and state income taxes and Social Security (FICA) taxes required
to be withheld and paid with respect to a Stock Bonus. At the Company's option,
the Company may withhold the appropriate amount from the recipient's regular
compensation and from any dividends paid on Bonus Stock, or require the
recipient to pay the amount of the withholding tax to the Company.

9. VALUATION OF COMMON STOCK.

         The Fair Market Value of each share of Common Stock will be determined
by the Board as of the end of each fiscal year of the Company and, in the
Board's discretion, at any other time during any fiscal year. In its
discretion, the Board may retain an independent appraiser to assist it in the
determination of the Fair Market Value of the Common Stock. The Board's
determination of the Fair Market Value of the Common Stock shall be final,
binding and conclusive.

10. REPURCHASE OF SHARES.

         A. Call Right. The Company shall have the right to repurchase at their
Fair Market Value, at any time following the termination of the Grantee's
employment with the Company for any reason (including retirement, death or
disability), all or any portion of the Option Shares, Restricted Stock or Bonus
Stock then held by the Grantee. The Company shall exercise this call right by
providing written notice to the Grantee stating the number of shares the
Company desires to repurchase. If the Company is required





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under Section 7.E to repurchase Restricted Stock as a result of the termination
of the Grantee's employment, the provisions of Section 7.E shall govern the
repurchase of such Restricted Stock.

         B. Payment Terms. The closing of any repurchase of shares pursuant to
this Section shall take place at a mutually convenient time at the Company's
headquarters within forty-five days after the date of the Company's notice. At
the closing, the Grantee shall surrender his stock certificates and the Company
shall pay to the Grantee in cash the repurchase price of such shares.
Notwithstanding the foregoing, if the sum of:

                 (i) the number of Option Shares, shares of Restricted Stock
                     and Bonus Stock, and other shares of Common Stock, which
                     the Company has elected or becomes obligated to repurchase
                     from all employees of the Company (and of any Parent or
                     Subsidiary) under this Plan, any other plan, or other
                     agreements with Employees, during the twelve month period
                     immediately preceding the date of the Company's notice
                     invoking its call right, and

                (ii) the number of shares the Company elects to repurchase from
                     the Grantee under its call right,

exceeds 2% of the sum of:

                     (a) the number of issued and outstanding shares of
                         Common Stock of the Company as of the date of the
                         Company's notice, and

                     (b) the number of shares under item (i) above which
                         the Company has repurchased prior to that date,

then the Company shall have the right to pay the repurchase price to the Grantee
over a period of three years in twelve equal quarterly installments of principal
beginning on the date of the closing. The Company's obligation to pay the
repurchase price to the Grantee shall be evidenced by a promissory note made by
the Company which contains such terms and provisions as are customary and
reasonable. The Company shall pay interest on the unpaid principal balance of
the promissory note at the rate of 9% per annum or the "applicable federal rate"
applied to installment purchases pursuant to Section 483 of the Code, whichever
is less.

11. TRANSFER RESTRICTIONS.

         A. General. Without the prior written consent of the Company, which
consent may be withheld in its sole discretion, a Grantee may not sell, assign
or otherwise transfer any Option Shares, Restricted Stock or Bonus Stock to any
person or entity other than





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the Company, another shareholder of the Company or another Grantee who is an
Employee. Further, Restricted Stock may not be sold to any person or entity
other than to the Company until all Conditions have been met. With regard to
any Option Shares, Restricted Stock and Bonus Stock which the Grantee proposes
to sell, assign or otherwise transfer to another shareholder of the Company or
another Grantee who is an Employee (a "Permitted Transferee"), the Company
shall have a right of first refusal (the "Right of First Refusal") to purchase
such shares in the manner set forth below:

                 (1) Upon receiving an offer to purchase or otherwise acquire
any Option Shares, Restricted Stock or Bonus Stock, a Grantee shall require the
Permitted Transferee to submit a written offer with respect to such shares
stating his name and accompanied by a deposit in the form of a certified or
cashier's check in an amount equal to not less than 10% of the proposed
purchase price (a "Bona Fide Offer"). The Grantee then shall transmit a copy of
the Bona Fide Offer to the Company. The Company shall have thirty days
following receipt of the Bona Fide Offer in which to purchase all, but not less
than all, of the shares referred to in the Bona Fide Offer at the price stated
in the Bona Fide Offer. In its discretion, the Company may either pay the
entire purchase price for the shares in cash or on the terms stated in the Bona
Fide Offer. If the Company fails to tender the full cash purchase price (or to
match such other terms as are stated in the Bona Fide Offer) for such shares
against the proper endorsement and delivery of the certificate(s) evidencing
the shares within such thirty day period, the Right of First Refusal shall
expire with respect to that particular Bona Fide Offer, but shall remain in
full force and effect with respect to all material modifications of the Bona
Fide Offer and all future offers.

                 (2) Any offered shares which are not purchased by the Company
as provided in (1) above may be sold to the Permitted Transferee named in the
Bona Fide Offer, but not at a lower price, or upon more favorable terms to the
Permitted Transferee, than the price and terms set forth in the Bona Fide
Offer. Title to the offered shares shall pass not later than ninety days after
the expiration of the thirty day period referred to in (1) above. The Permitted
Transferee shall take such shares subject to the same rights and restrictions
regarding transferability and repurchase as would have applied to him had he
acquired such shares upon exercise of an Option granted to him under this Plan
or upon issuance to him of Restricted Stock or Bonus Stock under this Plan. If
the Grantee desires to sell such shares to the Permitted Transferee at a lower
price, or upon terms more favorable to the Permitted Transferee, than the price
and terms stated in the Bona Fide Offer, the Grantee shall, before he can sell
to the Permitted Transferee, again offer the shares in accordance with the
procedure set forth in this Section.

         B. Transfer Restrictions Imposed by the 1933 Act.

                 (1) Notwithstanding any other provision of this Plan, any
Option Agreement, any Restricted Stock Award Agreement or any Stock Bonus
Agreement, no transfer for value of any Option Shares, Restricted Stock or
Bonus Stock shall be valid





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unless (i) there is an effective registration statement under the Securities
Act of 1933 (the "1933 Act") covering the stock; (ii) the holder has furnished
an opinion of counsel satisfactory to the Company that such registration is not
required; or (iii) the holder has furnished a "no-action" letter from the staff
of the Securities and Exchange Commission satisfactory to the Company that such
registration is not required.

                 (2) There shall be imprinted on the face of each certificate
for such shares a legend stating that the transferability of such shares is
restricted, and the following legend shall be imprinted on the back of each
such certificate:

                 "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE (1) HAVE
                 NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR
                 APPLICABLE STATE LAWS, AND MAY NOT BE SOLD, TRANSFERRED,
                 ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
                 REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT OR
                 LAWS OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE
                 COMPANY) SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
                 NOT REQUIRED OR A "NO ACTION" LETTER FROM THE SECURITIES AND
                 EXCHANGE COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED,
                 AND (2) ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY UPON
                 COMPLIANCE WITH, CERTAIN TRANSFER AND OTHER RESTRICTIONS
                 CONTAINED IN AN AGREEMENT BETWEEN LANDMARK SYSTEMS CORPORATION
                 AND THE HOLDER OF THIS CERTIFICATE, A COPY OF WHICH IS ON FILE
                 AT THE OFFICE OF THE COMPANY."

                 (3) Optionees and holders of Restricted Stock Awards and Stock
Bonuses may acquire stock only for their own account and not with a view to, or
for resale in connection with, any distribution thereof within the meaning of
the 1933 Act, and may dispose of such stock only in a manner consistent with
the provisions of this Section. The Company may require Optionees and holders
of Restricted Stock Awards and Stock Bonuses to execute and be bound by an
"Investment Letter" representing such investment intent.

12. LAPSE OF REPURCHASE RIGHTS AND TRANSFER RESTRICTIONS.

         Notwithstanding anything to the contrary in this Plan, the repurchase
rights set forth in Section 10 and the transfer restrictions set forth in
Section 11(A) shall lapse under the earlier to occur of (i) the effective date
of a registration statement filed with the Securities and Exchange Commission
under the 1933 Act covering securities of the Company whether or not such
shares are covered, or (ii) the date on which a class of securities of the
Company is registered under Section 12 of the Securities Exchange Act of 1934.





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13. INDEMNIFICATION OF BOARD.

         In addition to such other rights as they may have as directors, the
members of the Board (in their capacity as such and also as members of the
Committee) shall be indemnified by the Company against the reasonable expenses
(including attorneys' fees) incurred in connection with the defense of any
action, suit or proceeding, and in connection with any appeal therein, to which
they or any of them may be a party by reason of any action or failure to act in
connection with this Plan, and against 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 judgment in any
such action, suit or proceeding, except in relation to matters as to which it
shall be finally adjudged in such action, suit or proceeding that the Board
member is liable for willful misconduct or gross negligence in the performance
of his duties or that the Board member knowingly violated criminal law;
provided that within 60 days after institution of any such action, suit, or
proceeding (or within 30 days after service upon such member of legal process
in such case, if later) the Board member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

14. TERMINATION AND AMENDMENT OF THE PLAN.

         Unless sooner terminated as provided herein, this Plan shall remain in
effect through September 27, 2004. The Board may terminate this Plan at any
time or modify or amend it as it deems advisable and may from time to time
suspend, discontinue or abandon this Plan, except that (i) the number of shares
available under this Plan shall not be increased (except as provided in Section
5) and the class of eligible employees shall not be modified without
shareholder approval, and (ii) no such action by the Board shall adversely
affect any right or obligation with respect to any grant previously made unless
the written consent of the affected Grantee is obtained.

15. MISCELLANEOUS.

         The provisions of this Plan shall be binding upon, and inure to the
benefit of, all successors of any Grantee, including, without limitation, his
estate and the executors, administrators or trustees thereof, his heirs and
legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Grantee.

         Nothing contained in this Plan or in any Option Agreement, Restricted
Stock Award Agreement or Stock Bonus Agreement shall confer upon any Employee
the right to continued employment or shall interfere in any way with the right
to terminate the employment of such Employee at any time, with or without
cause.

         Except as expressly provided in this Plan, Grantees shall have no
rights by reason of any subdivision or consolidation of shares of stock
of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock 





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of any class; the dissolution or liquidation of the Company; the merger
or consolidation of the Company with or into any other corporation; the sale or
other transfer of assets or stock of the Company; or any issue by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class.

         The grant of an Option, Restricted Stock Award or Stock Bonus pursuant
to this Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, or to merge or consolidate, or to dissolve or liquidate,
or to sell or transfer all or any part of its business or assets.

         All Grantees, including those who have exercised their Options, shall
be furnished at least annually financial statements and management's discussion
and analysis of the financial condition and results of operations of the
Company. Such information shall be subject to any agreements regarding the
confidentiality of proprietary information between the Company and any Grantee;
however, each Grantee shall be permitted to remove and copy such information
and review and discuss such information with an attorney or other financial
adviser for the legitimate personal investment planning of such Grantee.

16. APPROVAL OF PLAN.

         This Plan was adopted by resolution of the Board on September 27,
1994, as amended by the Board July 23,1996, as further amended by the Board
July 22, 1997, and as approved by the shareholders on August 26, 1997. This 
Plan was further amended by the Board February 9, 1999 and approved by the 
shareholders May 11, 1999.





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