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                                                                    EXHIBIT 10.3


                          WOMEN FIRST HEALTHCARE, INC.

                              AMENDED AND RESTATED

                          1998 LONG-TERM INCENTIVE PLAN

1.      Introduction and Purpose. The Plan is submitted to the Board of
        Directors for adoption subject to approval by the Company's
        stockholders. The Plan is fully effective as of the date approved by the
        shareholders. The Plan supersedes in its entirety the Women First
        HealthCare, Inc. 1998 Long-Term Incentive Plan.

        The purpose of the Plan is to promote the interests of the Company, and
        its shareholders by encouraging Key Associates to acquire stock or
        increase their proprietary interest in the Company. By thus providing
        the opportunity to acquire Company stock and receive incentive payments,
        the Company seeks to attract and retain such Key Associates upon whose
        judgment, initiative, and leadership the success of the Company largely
        depends.

        The Plan shall be governed by, and construed in accordance with the laws
        of the State of Delaware, without regard to the conflicts of law
        provisions thereof.

2.      Definitions. Whenever the following terms are used in this Plan, they
        will have the meanings specified below unless the context clearly
        indicates the contrary.

        a)      "Associate" means any person who is an employee (as defined in
                accordance with Section 3401(c) of the Code) of the Company or
                any Subsidiary.

        b)      "Board of Directors" or "Board" means the Board of Directors of
                the Company, as constituted from time to time.

        c)      "Change-in-Control" occurs in the following instances (1) a
                tender or exchange for all or part of the Common Stock (except
                an offer by the Company itself); (2) Company shareholder
                approval of a merger in which the shareholders of the Company
                prior to such consolidation or merger own less than fifty
                percent (50%) of the Company's voting power immediately after
                such consolidation or merger, excluding any consolidation or
                merger effected exclusively to change the domicile of the
                Company; (3) Company shareholder approval of a consolidation or
                sale, exchange or other disposition of all, or substantially
                all, of the Company's assets; (4) change in the composition of
                the Board over a two consecutive year period so that individuals
                who were directors at the beginning of that period no longer
                constitute a majority of the Board (unless the election or
                nomination of each new director was approved by at least
                two-thirds of the directors who had been directors at the
                beginning of the period and who were still in office at the time
                of the election or nomination).

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



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        e)      "Committee" means the committee appointed to administer the Plan
                pursuant to Section 4.

        f)      "Company" means Women First HealthCare, Inc. a Delaware
                corporation.

        g)      "Common Shares" or "Common Stock" means the shares of the
                Company's common stock and any class of common shares into which
                such common shares may hereafter be converted.

        h)      "Consultant" means any consultant or adviser if: (i) the
                consultant or adviser renders bona fide services to the Company
                or any Subsidiary; (ii) the services rendered by the consultant
                or adviser are not in connection with the offer or sale of
                securities in a capital-raising transaction and do not directly
                or indirectly promote or maintain a market for the Company's
                securities; and (iii) the consultant or adviser is a natural
                person who has contracted directly with the Company or any
                Subsidiary of the Company to render such services.

        i)      "Dividend Equivalent" means the additional amount of Common
                Stock issued in connection with an Option, as described in
                Section 14.

        j)      "Eligible Person" means a Key Associate eligible to receive an
                Incentive Award.

        k)      "Exchange Act" means the Securities and Exchange Act of 1934, as
                amended.

        l)      "Fair Market Value" means the market price of Common Shares,
                determined by the Committee as follows:

                i)      If none of the provisions ii) through iv) listed below
                        are applicable, the Fair Market Value shall be
                        determined by the Committee in good faith on such basis,
                        as it deems appropriate.

                ii)     If the Common Shares were traded over-the-counter on the
                        date in question but were not traded on the Nasdaq
                        system or the Nasdaq National Market System, then the
                        Fair Market Value shall be equal to the mean between the
                        last reported representative bid and asked prices quoted
                        for such date by the principal automated inter-dealer
                        quotation system on which the Common Shares are quoted
                        or, if the Common Shares are not quoted on any such
                        system, by the "Pink Sheets" published by the National
                        Quotation Bureau, Inc.

                iii)    If the Common Shares were traded over-the-counter on the
                        date in question and were traded on the Nasdaq system or
                        the Nasdaq National Market System, then the Fair Market
                        Value shall be equal to the last-transaction price
                        quoted for such date by the Nasdaq system or the Nasdaq
                        National Market System.



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                iv)     If the Common Shares were traded on a stock exchange on
                        the date in question, then the Fair Market Value shall
                        be equal to the closing price reported by the applicable
                        composite transactions report for such date: and

                In all cases, the determination of Fair Market Value by the
                Committee shall be conclusive and binding on all persons.

        m)      "Holder" means a person, estate, trust or entity holding an
                Incentive Award.

        n)      "Incentive Award" means any Nonqualified Stock Option, Incentive
                Stock Option, Common Stock, Restricted Stock, Stock Appreciation
                Right, Dividend Equivalent, Stock Payment or Performance Award
                granted under the Plan.

        o)      "Incentive Stock Option" means an Option as defined under
                Section 422 of the Code, including an Incentive Stock Option
                granted pursuant to Section 8 of the Plan.

        p)      "Key Associate" shall mean (i) any individual who is an
                Associate, (ii) a member of the Board of Directors, including
                (without limitation) an Outside Director, or an affiliate of a
                member of the Board of Directors, a member of the Board of
                Directors of a Subsidiary and (iv) a Consultant. Service as a
                member of the Board of Directors, a member of the board of
                directors of a Subsidiary or as a Consultant shall be considered
                employment for all purposes of the Plan.

        q)      "Nonqualified Stock Option" means an Option other than an
                Incentive Stock Option granted pursuant to Section 8 of the
                Plan.

        r)      "Option" means either a Nonqualified Stock Option or Incentive
                Stock Option.

        s)      "Outside Director" shall mean a member of the Board of Directors
                who is not an Associate.

        t)      "Performance Award" means an award whose value may be linked to
                stock value, or other specific performance criteria which may be
                set by the board of Directors, but which is paid in cash, stock,
                or a combination of both.

        u)      "Plan" means the Amended and Restated 1998 Long-Term Incentive
                Plan, which may be amended from time to time.

        v)      "Restricted Stock" means Common Stock sold or granted to an
                Eligible Person, which is nontransferable and subject to
                substantial risk of forfeiture until restrictions lapse.

        w)      "Rule 16b-3" means that certain Rule 16b-3 under the Exchange
                Act, as such rule may be amended from time to time.



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        x)      "Stock Appreciation Right" or "Right" means a right granted
                pursuant to Section 11 of the Plan to receive a number of shares
                of Common Stock or, in the discretion of the Committee, an
                amount of cash or a combination of shares and cash, based on the
                increase in the fair market value or book value of the shares
                subject to the right.

        y)      "Stock Payment" means a payment in shares of the Common Stock to
                replace all or any portion of the compensation (other than base
                salary) that would otherwise become payable to a Key Associate
                in cash.

        z)      "Subsidiary" means any corporation (other than the Company) in
                an unbroken chain of corporations beginning with the Company, if
                each of the corporations other than the last corporation in the
                unbroken chain owns stock possessing 50% or more of the total
                combined voting power of all classes of stock in one of the
                other corporations in such chain. A Corporation that attains the
                status of a Subsidiary on a date after the adoption of the Plan
                shall be considered a Subsidiary commencing as of such date.

        aa)     "Total and Permanent Disability" means that the Holder is unable
                to engage in any substantial gainful activity by reason of any
                medically determinable physical or mental impairment which can
                be expected to result in death or which has lasted, or can be
                expected to last, for a continuous period of not less than one
                year.

3.      Shares of Common Stock Subject to the Plan.

        a)      Subject to the provisions of Sections 3(c) and 15 of the Plan,
                the aggregate number of shares of Common Stock that may be
                issued or transferred pursuant to Incentive Awards or covered by
                Stock Appreciation Rights unrelated to Options under the Plan
                shall not exceed 2,949,985. No Eligible Person shall be granted,
                in any calendar year, Options to purchase, or Stock Appreciation
                Rights with respect to, as applicable, more than 250,000 shares
                of Common Stock.

        b)      The shares to be delivered under the Plan will be made
                available, at the discretion of the Board of Directors or the
                Committee, either from authorized but unissued shares of Common
                Stock or from previously issued shares of Common Stock
                reacquired by the Company.

        c)      If Incentive Awards are forfeited or if Incentive Awards
                terminate for any other reason before being exercised, then any
                shares of Common Stock subject to such Incentive Awards shall
                again become available for award under the Plan. If Stock
                Appreciation Rights are exercised, then only the number of
                Common Shares (if any) actually issued in settlement of such
                Stock Appreciation Rights shall reduce the number of Common
                Shares available under Section 3(a) and the balance shall again
                become available for award under the Plan. If Restricted Stock
                is cancelled



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                or forfeited then such Restricted Stock shall again become
                available for award under the Plan.

4.      Administration of the Plan.

        a)      The Plan shall be administered by the Committee. The Committee
                shall be appointed by the Board and shall consist shall consist
                solely of two or more Outside Directors each of whom is both an
                "outside director," within the meaning of Section 162(m) of the
                Code, and a "non-employee director" within the meaning of Rule
                16b-3.

        b)      Notwithstanding Section 4(a), the Board or the Committee may (i)
                delegate to one or more members of the Board who are not Outside
                Directors the authority to grant Incentive Awards under the Plan
                to eligible persons who are either (1) not then "covered
                employees," within the meaning of Section 162(m) of the Code and
                are not expected to be "covered employees" at the time of
                recognition of income resulting from such award or (2) not
                persons with respect to whom the Company wishes to comply with
                Section 162(m) of the Code and/or (ii) delegate to a committee
                of one or more members of the Board who are not "non-employee
                directors," within the meaning of Rule 16b-3, the authority to
                grant Incentive Awards under the Plan to Eligible Persons who
                are not then subject to Section 16 of the Exchange Act.

        c)      The Committee has and may exercise such powers and authority as
                may be necessary or appropriate for the Committee to carry out
                its functions as described in the Plan. The Committee has
                authority in its discretion to determine the Eligible Persons to
                whom, and the time or times at which, Incentive Awards may be
                granted and the number of shares or Rights subject to each
                award. Subject to the express provisions of the Plan, the
                Committee also has authority to interpret the Plan, and to
                determine the terms and provisions of the respective Incentive
                Award agreements (which need not be identical) and to make all
                other determinations necessary or advisable for Plan
                Administration. The Committee has authority to prescribe, amend,
                and rescind rules and regulations relating to the Plan. All
                interpretations, determinations and actions by the Committee
                will be final, conclusive, and binding upon all parties.

        d)      No member of the Board of Directors or the Committee will be
                liable for any action or determination made in good faith by the
                Committee with respect to the Plan or any Incentive and
                Performance Award under it.

5.      Eligibility and Date of Grant. The date of grant of an Incentive Award
        will be the date the Committee takes the necessary action to approve the
        grant; provided, however, that if the minutes or appropriate resolutions
        of the Committee provide that an Incentive Award is to be granted as of
        a date in the future, the date of grant will be such future date.



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6.      Outside Director Participation. Outside Directors shall receive Option
        grants under the Plan as described below:

        a)      Upon the conclusion of each regular annual meeting of the
                Company's shareholders, each incumbent Outside Director who will
                continue serving as a member of the Board thereafter may receive
                a grant of a Nonstatutory Option for such number of Common
                Shares (subject to adjustment under Section 15 and prorated for
                partial year service) as the Board shall determine in its sole
                discretion.

        b)      New Outside Directors shall receive a one-time grant of a
                Nonstatutory Option for a number of Common Shares as determined
                in the sole discretion of the Board; provided, however, that
                such grant shall not be made in any calendar year in which the
                same individual receives an Option under (a) above. Such Option,
                if any, shall be granted on the date when such Outside Director
                first joins the Board of Directors of the Company or the board
                of directors of a Subsidiary.

        c)      Total grants under this Section 6 (less forfeitures) shall not
                exceed 15% of the maximum number of Common Shares available for
                grant under Section 3(a) of the Plan (subject to adjustment
                under Section 15).

7.      Nonqualified Stock Options. The Committee may approve the grant of
        Nonqualified Stock Options to Eligible Persons, subject to the following
        terms and conditions:

        a)      The purchase price of Common Stock under each Nonqualified Stock
                Option may not be less than eighty-five percent (85%) of the
                Fair Market Value of the Common Stock on the date the
                Nonqualified Stock Option is granted.

        b)      No Nonqualified Stock Option may be exercised after ten years
                from the date of grant.

        c)      No fractional shares will be issued pursuant to the exercise of
                a Nonqualified Stock Option nor will any cash payment be made in
                lieu of fractional shares.

8.      Incentive Stock Options. The Committee may approve the grant of
        Incentive Stock Options to Eligible Persons who are Employees, subject
        to the following terms and conditions.

        a)      The exercise price of each share of Common Stock under an
                Incentive Stock Option will be at least equal to the Fair Market
                Value of a share of the Common Stock on the date of grant:
                provided, however, that if the Associate, at the time an
                Incentive Stock Option is granted to him or her, owns stock
                representing more than ten percent (10%) of the total combined
                voting power of all classes of stock of the Company (as defined
                in Section 424 of the Code), then the exercise price of each
                share of Common Stock subject to such Incentive Stock Option
                shall be at least one hundred and ten percent (110%) of the Fair
                Market Value of such share of Common Stock, as determined in the
                manner stated above.



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        b)      No Incentive Stock Option may be exercised after ten (10) years
                from the date of grant: provided, however, that the Associate,
                at the time an Incentive Stock Option is granted to him or her,
                owns stock representing more than ten percent (10%) of the total
                combined voting power of all classes of stock of the Company (as
                defined in Section 424 of the Code), the Incentive Stock Option
                granted shall not be exercisable after the expiration of 5 years
                from the date of grant.

        c)      No fractional shares will be issued pursuant to the exercise of
                an Incentive Stock Option nor will any cash payment be made in
                lieu of fractional shares.

9.      Option Rules. The purchase price under each Option may be paid in (a)
        cash, (b) cash equivalents or notes acceptable to the Committee, (c) by
        arrangement with a broker which is acceptable to the Committee where
        payment of the Option price is made pursuant to an irrevocable direction
        to the broker to deliver all or part of the proceeds from the sale of
        the Option shares to the Company, (d) by the surrender of shares of
        Common Stock owned by the Holder exercising the Option having a Fair
        Market Value on the date of exercise equal to the purchase price (and
        which, in the case of shares of Common Stock acquired from the Company,
        have been owned by the Holder for more than 6 months on the date of
        surrender) or (e) in any combination of the foregoing. Each Option
        granted to an Eligible Person shall be exercisable in such manner and at
        such times as the Committee shall determine. The Committee may modify,
        accelerate the exercisability of, extend or assume outstanding Options
        or may accept the cancellation of outstanding Options (whether granted
        by the Company or by another issuer) in return for the grant of new
        Options for the same or a different number of shares and at the same or
        a different purchase price. The foregoing notwithstanding, no
        modification of an Option shall, without the consent of the Holder,
        alter or impair his or her rights or obligations under such Option.
        Notwithstanding anything to the contrary, each Option shall vest at the
        rate of at least 20% per year over 5 years from the date of grant. Each
        Option shall provide for a period of exercise of at least 6 months in
        the event of a termination of employment as a result of death or
        disability and at least 30 days in the case of termination other than
        death or disability.

10.     Restricted Stock. The Committee may approve the grant of Restricted
        Stock unrelated to Nonqualified Stock Options or Stock Appreciation
        Rights to Eligible Persons, subject to the following terms and
        conditions:

        a)      The Committee in its discretion will determine the purchase
                price.

        b)      All shares of Restricted Stock sold or granted pursuant to the
                Plan (including any shares of Restricted Stock received by the
                Holder as a result of stock dividends, stock splits, or any
                other forms of capitalization), will be subject to the following
                restrictions:

                i)      The shares may not be sold, transferred, or otherwise
                        alienated or hypothecated until the restrictions are
                        removed or expire.



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                ii)     The Committee may require the Holder to enter into an
                        escrow agreement providing that the certificates
                        representing Restricted Stock sold or granted pursuant
                        to the Plan will remain in the physical custody of an
                        escrow holder until all restrictions are removed or
                        expire.

                iii)    Each certificate representing Restricted Stock sold or
                        granted pursuant to the Plan will bear a legend making
                        appropriate reference to the Restrictions imposed on the
                        Restricted Stock.

                iv)     The Committee may impose restrictions on any shares sold
                        pursuant to the Plan as it may deem advisable, including
                        without limitation, restrictions designed to facilitate
                        exemption from or compliance with the Securities
                        Exchange Act of 1934, as amended, with requirements of
                        any stock exchange upon which such shares or shares of
                        the same class are then listed and with any blue sky or
                        other securities laws applicable to such shares;
                        provided, however, the restrictions imposed on any
                        Restricted Stock must comply with California Securities
                        Rule 260.140.42.

        c)      The restrictions imposed under subparagraph (b) above upon
                Restricted Stock will lapse in accordance with a schedule or
                other conditions as determined by the Committee, subject to the
                provisions of Section 17, subparagraph (d).

        d)      Subject to the provisions of subparagraph (b) above and Section
                17, subparagraph (d), the Holder will have all rights of a
                shareholder with respect to the Restricted Stock granted or
                sold, including the right to vote the shares and receive all
                dividends and other distributions paid or made with respect
                thereto.

        e)      Notwithstanding the provisions of subparagraph (b) above and
                Section 17, subparagraph (d), Restricted Stock granted or sold
                may be held by the trustee of a revocable inter vivos trust (or
                other trust if such transfer associated therewith does not cause
                income to be recognized pursuant to Section 83 of the Code and
                if the trust takes subject to the forfeiture provisions of the
                Restricted Stock), approved by the Company, established in whole
                or in part by the Holder and/or the Holder's spouse. So long as
                the Holder is still an Associate, transfer to such trust shall
                not violate the provisions of subparagraph (b) above and
                ownership by such trust shall not invoke any right or obligation
                of the Company under Section 17, subparagraph (d).

11.     Stock Appreciation Rights. The Committee may approve the grant of Rights
        related or unrelated to Options to Eligible Persons, subject to the
        following terms and conditions:

        a)      A Stock Appreciation Right may be granted

                i)      at any time if unrelated to an Option:



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                ii)     either at the time of Option grant, or at any time
                        thereafter during the Option term if related to a
                        Nonqualified Stock Option: or

                iii)    only at the time of Option grant if related to an
                        Incentive Stock Option.

        b)      A Stock Appreciation Right granted in connection with an Option
                will entitle the Holder of the related Option, upon execution of
                the Stock Appreciation Right, to surrender such Option or any
                portion thereof to the extent unexercised, with respect to the
                number of shares as to which such Stock Appreciation Right is
                exercised, and to receive payment of an amount computed pursuant
                to Section 11(d). Such Option will, to the extent surrendered,
                then cease to be exercisable.

        c)      Subject to Section 11(g), a Stock Appreciation Right granted in
                connection with an Option hereunder will be exercisable at such
                time or times as the Committee in its discretion may determine,
                and only to the extent that a related Option is exercisable, and
                will not be transferable except to the extent that such related
                Option is exercisable.

        d)      Upon the exercise of a Stock Appreciation Right related to an
                Option, the Holder will be entitled to receive payment of an
                amount determined by multiplying:

                i)      The difference obtained by subtracting the purchase
                        price of a share of Common Stock specified in the
                        related Option from the Fair Market Value of a share of
                        Common Stock on the date of exercise of such Stock
                        Appreciation Right, by

                ii)     The number of shares as to which such Stock Appreciation
                        Right has been exercised.

        e)      The Committee may grant Stock Appreciation Rights unrelated to
                Options to Eligible Persons that will be exercisable at such
                times as the Committee shall determine. Section 11(d) shall be
                used to determine the amount payable at exercise under such
                Stock Appreciation Right if Fair Market Value is used, except
                that Fair Market Value shall not be used if the Committee
                specifies in the grant of the Right that book value or other
                measure as deemed appropriate by the Committee is to be used,
                and the initial share value specified in the award shall be used
                in lieu of "price of a Common Stock specified in the related
                Option," as provided in Section 11(d).

        f)      Payment of the amount determined under Section 11(d) or (c) may
                be made solely in whole shares of Common Stock in a number
                determined at their Fair Market Value on the date of exercise of
                the Stock Appreciation Right or alternatively at the sole
                discretion of the Committee, solely in cash or in a combination
                of cash and shares as the Committee deems advisable. If the
                Committee decides to make full



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                payment in shares of Common Stock, and the amount payable
                results in a fractional share, payment for the fractional share
                will be made in cash.

        g)      The Committee shall, at the time a Stock Appreciation Right is
                granted, impose such conditions on the exercise of the Stock
                Appreciation Right as may be required to satisfy the
                requirements of Rule 16b-3 under the Securities Exchange Act of
                1934 (or any other comparable provisions in effect at the time
                or times in question). In addition, a Stock Appreciation Right
                granted under the Plan may provide that it will be exercisable
                only in the event of a Change-in-Control.

12.     Performance Awards. The Committee may approve Performance Awards to
        Eligible Persons. Such awards may be based on Common Stock performance
        over a period determined in advance by the Committee or any other
        measures as determined appropriate by the Committee. Payment will be in
        cash unless replaced by a Stock Payment in full or in part as determined
        by the Committee.

13.     Stock Payment. The Committee may approve Stock Payments of Common Stock
        to Eligible Persons for all or any portion of the compensation (other
        than base salary) that would otherwise become payable to an employee in
        cash.

14.     Dividend Equivalents. A Holder may also be granted at no additional cost
        "Dividend Equivalents" based on the dividends declared on the Common
        Stock on record dates during the period between the date an Option is
        granted and the date such Option is exercised, or such other equivalent
        period, as determined by the Committee. Such Dividend Equivalents shall
        be converted to additional shares or cash by such formula as may be
        determined by the Committee.

        Dividend Equivalents shall be computed, as of each dividend record date,
        both with respect to the number of shares under the Option and with
        respect to the number of Dividend Equivalent shares previously earned by
        the Holder (or his or her successor in interest) and not issued during
        the period prior to the dividend record date.

15.     Adjustment Provisions.

        a)      Subject to Section 15(b), if the outstanding shares of Common
                Stock are increased, decreased, or exchanged for a different
                number or kind of shares or other securities, or if additional
                shares or new or different shares or other securities are
                distributed with respect to such shares of Common Stock or other
                securities, through merger, consolidation, sale of all or
                substantially all of the property of the Company,
                reorganization, recapitalization, reclassification, stock
                dividend stock split, reverse stock split or other distribution
                with respect to such shares of Common Stock, or other
                securities, an appropriate and proportionate adjustment shall be
                made in (i) the maximum number and kind of shares provided in
                Section 3 of the Plan, (ii) the number and kind of shares or
                other securities subject to the then outstanding Incentive
                Awards, and (iii) the price for each share or other unit



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                of any other securities subject to the then outstanding
                Incentive Awards without change in the aggregate purchase price
                or value as to which Incentive Awards remain exercisable or
                subject to restrictions.

        b)      In addition, upon a Change-in-Control all Options, Stock
                Appreciation Rights, and Performance Awards then outstanding
                under the Plan will be fully vested and exercisable and all
                restrictions on Restricted Stock will immediately cease. The
                Committee or any agreement of merger or reorganization may offer
                the Holder the right to exchange such vested Incentive Awards
                for fully vested and equivalent value awards under a successor
                plan.

16.     General Provisions.

        a)      With respect to any shares of Common Stock issued or transferred
                under any provision of the Plan such shares may be issued or
                transferred subject to such conditions, in addition to those
                specifically provided in the Plan, as the Committee may direct;
                provided that any such conditions must comply with California
                Corporate Securities Rules 260.140.41 and 260.140.42.

        b)      Nothing in the Plan or in any instrument executed pursuant to
                the Plan will confer upon any Holder any right to continue in
                the employ of the Company or any of its Subsidiaries or affect
                the right of the Company to terminate the employment of any
                Holder at any time and for any reason.

        c)      No shares of Common Stock will be issued or transferred pursuant
                to an Incentive Award unless and until all then applicable
                requirements imposed by federal and state securities and other
                laws, rules, and regulations and by any regulatory agencies
                having jurisdiction, and by any stock exchanges upon which the
                Common Stock may be listed, have been fully met. As a condition
                precedent to the issue of shares pursuant to the grant or
                exercise of an Incentive Award, the Company may require the
                Holder to take any reasonable action to meet such requirements.

        d)      No Holder (individually or as a member of a group) and no
                beneficiary or other person claiming under or through such
                Holder will have any right, title, or interest in or to any
                shares of Common Stock allocated or reserved under the plan or
                subject to any Incentive Award except as to such shares of
                Common Stock, if any, that have been issued or transferred to
                such Holder.

        e)      The Company may make such provisions, as it deems appropriate to
                withhold any taxes, which it determines it is required to
                withhold in connection with any Incentive or Performance Award.

        f)      No Incentive Award and no right under the Plan contingent or
                otherwise, will be assignable or subject to any encumbrance,
                pledge (other than a pledge to secure a loan from the Company),
                or charge of any nature except that, under such rules and



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                regulations as the Company may establish pursuant to the terms
                of the Plan, a beneficiary may be designated with respect to an
                Incentive Award in the event of death of a Holder of such
                Incentive Award. If such beneficiary is the executor or
                administrator of the estate of the Holder of such Incentive
                Award, any rights with respect to such Incentive Award may be
                transferred to the person or persons or entity (including a
                trust) entitled thereto under the will of the Holder of such
                Incentive Award or, in the case of intestacy, under the laws
                relating to intestacy. Except as determined by the Committee, no
                Incentive Award shall be transferable by any Eligible Person
                other than by will of the laws of descent and distribution or
                pursuant to a qualified domestic relations order. In considering
                transferability of an Incentive Award, the Committee may also
                consider the registration limitation of SEC Form S-8 and on that
                basis may in its discretion determine whether to prohibit
                transferability, permit alternative registration of the
                Incentive Award, treat the Incentive Award as SEC Rule 144
                "restricted stock," or take such other measures as the Committee
                deems appropriate.

        g)      The Committee may permit a Holder to satisfy all or part of his
                or her withholding or income tax obligations by having the
                Company withhold a portion of any Common Stock that otherwise
                would be issued to him having a value equal to the statutory
                minimum amount required to be withheld, or by surrendering all
                or a portion of any Common Stock that he or she previously
                acquired (and which, in the case of shares of Common Stock
                acquired from the Company, have been owned by the Holder for
                more than 6 months on the date of surrender). Such Common Stock
                shall be valued at its Fair Market Value on the date when taxes
                otherwise would be withheld in cash. Any payment of taxes by
                assigning Common Stock to the Company may be subject to
                restrictions, including any restrictions required by rules of
                the Securities and Exchange Commission.

        h)      All Incentive Awards, to the extent then outstanding, shall
                become 100% vested in the event of death or total and permanent
                disability.

17.     Amendment and Termination.

        a)      The Board of Directors may, in its discretion, amend, suspend,
                or terminate the Plan at any time. An amendment of the Plan
                shall be subject to the approval of the Company's shareholders
                to the extent it affects the application of the accelerated
                vesting provisions herein, Section 15, or to the extent required
                by applicable laws, regulations and or rules.

        b)      The Committee may, with the consent of a Holder, make such
                modifications in the terms and conditions of the Incentive Award
                as it deems advisable or cancel the Incentive Award (with or
                without consideration) with the consent of the Holder.



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        c)      No amendment, suspension, or termination of the Plan will,
                without the consent of the Holder, alter, terminate, impair, or
                adversely affect any right or obligation under any Incentive
                Award previously granted under the Plan.

        d)      In the event a Holder of Restricted Stock ceases to be a Key
                Associate all such Holder's Restricted Stock which remains
                subject to substantial risk of forfeiture at the time his or her
                employment terminates will be repurchased by the Company at the
                original price at which such Restricted Stock had been purchased
                unless the Committee determines otherwise.

        e)      In the event a Holder of a Performance Award ceases to be a Key
                Associate, all such Holder's Performance Awards will terminate
                except in the case of retirement, death, or Total and Permanent
                Disability. The Committee, in its discretion, may authorize full
                or partial payment of Performance Awards in all cases involving
                retirement, death, or permanent and total disability.

        f)      The Committee may in its sole discretion determine, with respect
                to an Incentive Award that any Holder who is on unpaid leave of
                absence for any reason will be considered as still in the employ
                of the Company, provided that rights to such Incentive Award
                during an unpaid leave of absence will be limited to the extent
                to which such right was earned or vested at the commencement of
                such leave of absence.

18.     Effective Date of Plan and Duration of Plan. This Plan will become
        effective upon approval by the shareholders of the Company within twelve
        (12) months following the date of its adoption by the Board of
        Directors. Unless previously terminated by the Board of Directors, the
        Plan will terminate ten (10) years after its approval by the
        shareholders of the Company.




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