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                                                                     Exhibit 4.1



                             BLYTH INDUSTRIES, INC.

                         1994 EMPLOYEE STOCK OPTION PLAN


                   (AMENDED AND RESTATED AS OF MARCH 30, 2000)

1.       PURPOSE OF THE PLAN.

         The purpose of the amended and restated BLYTH INDUSTRIES, INC. 1994
EMPLOYEE STOCK OPTION PLAN (the "Plan") is (i) to further the growth and success
of Blyth Industries, Inc., a Delaware corporation (the "Company"), and its
Subsidiaries (as hereinafter defined) by enabling officers and employees of the
Company and any of its Subsidiaries to acquire shares of Common Stock, $.02 par
value (the "Common Stock"), of the Company, thereby increasing their personal
interest in such growth and success, and (ii) to provide a means of rewarding
outstanding performance by such persons to the Company and/or its Subsidiaries.
Options granted under the Plan may be either "incentive stock options" ("ISOs"),
intended to qualify as such under the provisions of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or non-qualified stock options
("NSOs"). For purposes of the Plan, the terms "Parent" and "Subsidiary" shall
mean "Parent Corporation" and "Subsidiary Corporation", respectively, as such
terms are defined in Sections 424(e) and (f) of the Code. Unless the context
otherwise requires, any ISO or NSO shall hereinafter be referred to as an
"Option".

         This amended and restated Plan increases the number of shares issuable
upon exercise of options granted under the Plan (i) by 1,000,000 shares to
2,880,000 shares, and (ii) on an annual basis commencing February 1, 2001.


2.       ADMINISTRATION OF THE PLAN.

         (a)      STOCK OPTION COMMITTEE.

         So long as the Plan shall be required to comply with Rule 16b-3 ("Rule
16b-3") promulgated by the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), in order to
permit transactions pursuant to the Plan by officers and employee directors of
the Company to be exempt from the provisions of Section 16(b) of the 1934 Act,
the Plan shall be administered by a committee (the "Committee") consisting of
two or more directors appointed to such Committee from time to time by the Board
of Directors of the Company (the "Board"), and each member of the Committee, at
the effective date of his or her appointment to the Committee, shall be a
"non-employee director" within the meaning of Rule 16b-3. The members of the
Committee may be removed at any time either with


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or without cause by the Board. Any vacancy on the Committee, whether due to
action of the Board or any other cause, shall be filled by the Board. The term
"Committee" shall, for all purposes of the Plan other than this Section 2, be
deemed to refer to the Board if the Board is administering the Plan.

         (b)      PROCEDURES.

         The Committee shall from time to time select a Chairman from among its
members and shall adopt such rules and regulations as it shall deem appropriate
concerning the holding of meetings and the administration of the Plan. A
majority of the entire Committee shall constitute a quorum and the actions of a
majority of the members of the Committee present at a meeting at which a quorum
is present, or actions approved in writing by all of the members of the
Committee, shall be the actions of the Committee; PROVIDED, HOWEVER, that if the
Committee consists of only two members, both shall be required to constitute a
quorum and to act at a meeting or to approve actions in writing.

         (c)      INTERPRETATION.

         Except as otherwise expressly provided in the Plan, the Committee shall
have all powers with respect to the administration of the Plan, including,
without limitation, full power and authority to interpret the provisions of the
Plan and any Option Agreement (as defined in Section 5(b)), and to resolve all
questions arising under the Plan. All decisions of the Board or the Committee,
as the case may be, shall be conclusive and binding on all participants in the
Plan.

3.       SHARES OF STOCK SUBJECT TO THE PLAN.

         (a)      NUMBER OF SHARES.

         Subject to the provisions of Section 9 (relating to adjustments upon
changes in capital structure and other corporate transactions), the number of
shares of Common Stock subject at any one time to Options granted under the
Plan, plus the number of shares of Common Stock theretofore issued and delivered
pursuant to the exercise of Options granted under the Plan shall not exceed the
sum of (i) 2,880,000 shares plus (ii) an additional number of shares, which are
to be added on February 1, 2001, and each anniversary thereof during the term of
the Plan (an "Anniversary Date"), equal to the lesser of (A) three-quarters of
one percent (0.75%) of the total outstanding shares of Common Stock of the
Company on the applicable Anniversary Date and (B) 600,000 shares. In no event
may the number of shares of Common Stock subject at any one time to Options
granted under the Plan, plus the number of shares of Common Stock theretofore
issued and delivered pursuant to the exercise of Options granted under the Plan
exceed 5,280,000 shares. If and to the extent that Options granted under the
Plan terminate, expire or are cancelled without having been fully exercised, new
Options may be granted under the Plan with respect to the shares of Common Stock
covered by the unexercised portion of such terminated, expired or


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cancelled Options.

         (b)      CHARACTER OF SHARES.

         The shares of Common Stock issuable upon exercise of an Option granted
under the Plan shall be (i) authorized but unissued shares of Common Stock, (ii)
shares of Common Stock held in the Company's treasury or (iii) a combination of
the foregoing.

         (c)      RESERVATION OF SHARES.

         The number of shares of Common Stock reserved for issuance under the
Plan shall at no time be less than the maximum number of shares which may be
purchased at any time pursuant to outstanding Options.

4.       ELIGIBILITY.

         (a)      GENERAL.

         Options may be granted by the Committee under the Plan only to persons
who are officers or employees (including directors who are officers or
employees) of the Company or any of its Subsidiaries. Options granted under the
Plan shall be, in the discretion of the Committee, either ISOs or NSOs.
Notwithstanding the foregoing, Options may be conditionally granted to persons
who are prospective employees of the Company or any of its Subsidiaries;
PROVIDED, HOWEVER, that any such conditional grant of an ISO to a prospective
employee shall, by its terms, become effective no earlier than the date on which
such person actually becomes an employee.

         (b)      EXCEPTIONS.

         Notwithstanding anything contained in Section 4(a) to the contrary:

                           (i) no ISO may be granted under the Plan to an
         employee who owns, directly or indirectly (within the meaning of
         Sections 422(b)(6) and 424(d) of the Code), stock possessing more than
         10% of the total combined voting power of all classes of stock of the
         Company or of its Parent or Subsidiaries, if any, unless (A) the Option
         Price (as defined in Section 6(a)) of the shares of Common Stock
         subject to such ISO is fixed at not less than 110% of the Fair Market
         Value on the date of grant (as determined in accordance with Section
         6(b)) of such shares and (B) such ISO, by its terms, is not exercisable
         after the expiration of five years from the date it is granted; and

                           (ii) no Option may be granted to a person (A) who has
         been appointed pursuant to Section 2(a) to serve on the Committee
         effective as of a future date at any time during the period from the
         date such appointment is made to the date such appointment is to become
         effective or (B) who is serving as a member of the Committee.

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5.       GRANT OF OPTIONS.

         (a)      GENERAL.

         Options may be granted under the Plan at any time and from time to time
on or prior to the Expiration Date (as defined in Section 12). Subject to the
provisions of the Plan, the Committee shall have plenary authority, in its
discretion, to determine:

                           (i) the persons (from among the class of persons
         eligible to receive Options under the Plan) to whom Options shall be
         granted (the "Optionees");

                           (ii) the time or times at which Options shall be
         granted;

                           (iii) the number of shares subject to each Option;

                           (iv) the Option Price of the shares subject to each
         Option, which price shall be not less than the minimum specified in
         Section 4(b)(i) or 6(a) (as applicable); and

                           (v) the time or times when, or the occurrence of the
         event or events upon which, each Option shall become exercisable and
         the duration of the exercise period.

         (b)      OPTION AGREEMENTS.

         Each Option granted under the Plan shall be designated as an ISO or an
NSO and shall be subject to the terms and conditions applicable to ISOs and/or
NSOs (as the case may be) set forth in the Plan. In addition, each Option shall
be evidenced by a written agreement (an "Option Agreement"), containing such
terms and conditions and in such form, not inconsistent with the Plan, as the
Committee shall, in its discretion, provide. Each Option Agreement shall be
executed by the Company and the Optionee.

         (c)      NO EVIDENCE OF EMPLOYMENT.

         Nothing contained in the Plan or in any Option Agreement shall confer
upon any Optionee any right with respect to the continuation of his or her
employment by the Company or any of its Subsidiaries or interfere in any way
with the right of the Company or any such Subsidiary (subject to the terms of
any separate agreement to the contrary), at any time to terminate such
employment or to increase or decrease the compensation of the Optionee from the
rate in existence at the time of the grant of an Option.



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         (d)      DATE OF GRANT.

         The date of grant of an Option under the Plan shall be the date as of
which the Committee approves the grant; PROVIDED, HOWEVER, that in the case of
an ISO, the date of grant shall in no event be earlier than the date as of which
the Optionee becomes an employee of the Company or one of its Subsidiaries.


6.       OPTION PRICE.

         (a)      GENERAL.

         Subject to Section 9, the price (the "Option Price") at which each
share of Common Stock subject to an Option granted under the Plan may be
purchased shall be determined by the Committee at the time the Option is
granted; PROVIDED, HOWEVER, that in the case of an ISO (subject to Section
4(b)(i)) or an NSO, such Option Price shall in no event be less than 100% of the
Fair Market Value on the date of grant (as determined in accordance with Section
6(b)) of such share of Common Stock; and PROVIDED FURTHER, HOWEVER, that, in the
case of an Option granted effective on the Effective Date (as defined in Section
7(a)), such Option Price shall be the initial public offering price per share of
the Common Stock.

         (b)      DETERMINATION OF FAIR MARKET VALUE.

         Subject to the requirements of Section 422 of the Code, for purposes of
the Plan, the "Fair Market Value" of shares of Common Stock shall be equal to:

                           (i) if such shares are publicly traded, such price as
         may be determined based upon a reasonable method of fair market
         valuation using market quotations adopted in good faith by the
         Committee for any given grant or set of grants, provided such method of
         valuation is permitted by applicable law; or

                           (ii) if there is no public trading market for such
         shares, the fair value of such shares on the date of grant as
         determined by the Committee after taking into consideration all factors
         which it deems appropriate, including, without limitation, recent sale
         and offer prices of the Common Stock in private transactions negotiated
         at arms' length.

                  Anything contained in the Plan to the contrary
notwithstanding, all determinations pursuant to Section 6(b)(ii) shall be made
without regard to any restriction other than a restriction which, by its terms,
will never lapse



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         (c)      REPRICING OF NSO'S.

         Subsequent to the date of grant of any NSO, the Committee may, at its
discretion and with the consent of the Optionee, establish a new Option Price
for such NSO so as to increase or decrease the Option Price of such NSO.


7.       EXERCISABILITY OF OPTIONS.

         (a)      COMMITTEE DETERMINATION.

         Each Option granted under the Plan shall be exercisable at such time or
times, or upon the occurrence of such event or events, and for such number of
shares subject to the Option, as shall be determined by the Committee and set
forth in the Option Agreement evidencing such Option; PROVIDED, HOWEVER, that no
Option granted under the Plan shall be exercisable during the 180-day period
immediately following the effective date (the "Effective Date") of the
registration statement filed by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the initial public offering
of the Common Stock. Subject to the proviso of the immediately preceding
sentence, if an Option is not at the time of grant immediately exercisable, the
Committee may (i) in the Option Agreement evidencing such Option, provide for
the acceleration of the exercise date or dates of the subject Option upon the
occurrence of specified events and/or (ii) at any time prior to the complete
termination of such Option, accelerate the exercise date or dates of such
Option.

         (b)      AUTOMATIC TERMINATION OF OPTION.

         The unexercised portion of any Option granted under the Plan shall
automatically terminate and shall become null and void and be of no further
force or effect upon the first to occur of the following:

                           (i) the tenth anniversary of the date on which such
         Option is granted or, in the case of any ISO granted to a person
         described in Section 4(b)(i), the fifth anniversary of the date on
         which such ISO is granted;

                           (ii) the expiration of such period of time or the
         occurrence of such event as the Committee in its discretion may provide
         in the Option Agreement;

                           (iii) the effective date of a Corporate Transaction
         (as defined in Section 9(b)) to which Section 9(b)(ii) (relating to
         assumptions and substitutions of Options) does not apply; PROVIDED,
         HOWEVER, that an Optionee's right to exercise any Option outstanding
         prior to such effective date shall in all events be suspended during
         the period commencing 10 days prior to the proposed effective date of
         such Corporate Transaction and ending on either the actual effective
         date

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         of such Corporate Transaction or upon receipt of notice from the
         Company that such Corporate Transaction will not in fact occur; and

                           (iv) except to the extent permitted by Section
         9(b)(ii), the date on which an Option or any part thereof or right or
         privilege relating thereto is transferred (otherwise than by will or
         the laws of descent and distribution), assigned, pledged, hypothecated,
         attached or otherwise disposed of by the Optionee.

                  Anything contained in the Plan to the contrary
notwithstanding, unless otherwise provided in an Option Agreement, no Option
granted under the Plan shall be affected by any change of duties or position of
the Optionee (including a transfer to or from the Company or one of its
Subsidiaries), so long as such Optionee continues to be an officer or employee
of the Company or one of its Subsidiaries.

         (c)      LIMITATIONS ON EXERCISE.

         Anything contained in the Plan to the contrary notwithstanding, an ISO
granted under the Plan to an Optionee shall not be exercisable to the extent
that the aggregate Fair Market Value on the date of grant of such ISO (as
determined in accordance with Section 6(b)) of all stock with respect to which
incentive stock options are exercisable for the first time by such Optionee
during any calendar year (under all plans of the Company and its Subsidiaries)
exceeds $100,000.


8.       PROCEDURE FOR EXERCISE.

         (a)      PAYMENT.

         At the time an Option is granted under the Plan, the Committee shall,
in its discretion, specify one or more of the following forms of payment which
may be used by an Optionee upon exercise of his Option:

                           (i) cash or personal or certified check payable to
         the Company in an amount equal to the aggregate Option Price of the
         shares with respect to which the Option is being exercised;

                           (ii) stock certificates (in negotiable form)
         representing whole shares of Common Stock having a Fair Market Value on
         the date of exercise (as determined in accordance with Section 6(b) as
         if the date of exercise were the date of grant) equal to the aggregate
         Option Price of the shares with respect to which the Option is being
         exercised;

                           (iii) (x) by arrangements which are acceptable to the
         Committee whereby

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         the Optionee delivers irrevocable instructions to a broker promptly to
         deliver to the Company the amount of sale proceeds from the sale of
         shares subject to the Option as is necessary to pay the Option Price
         and, unless otherwise allowed by the Committee, any applicable tax
         withholding obligation (provided that, in the case of an ISO, if this
         form of payment is approved by the Committee, and if this form of
         payment is utilized by the Optionee, a Disqualifying Disposition (as
         defined in Section 15 below) will be deemed to have occurred) or (y) in
         compliance with any other cashless exercise program authorized by the
         Company for use in connection with the Plan at the time of such
         exercise (provided that, in the case of an ISO, if this form of payment
         is approved by the Committee, and if this form of payment is utilized
         by the Optionee, a Disqualifying Disposition may be deemed to have
         occurred); or

                           (iv) a combination of the methods set forth in
         clauses (i) (ii) and (iii);

         (b)      NOTICE.

         An Optionee (or other person, as provided in Section 10(b)) may
exercise an Option granted under the Plan in whole or in part (but for the
purchase of whole shares only), as provided in the Option Agreement evidencing
his or her Option, by delivering a written notice (the "Notice") to the
Secretary of the Company. The Notice shall:

                           (i) state that the Optionee elects to exercise the
         Option;

                           (ii) state the number of shares with respect to which
         the Option is being exercised (the "Optioned Shares");

                           (iii) state the method of payment for the Optioned
         Shares (which method must be available to the Optionee under the terms
         of his or her Option Agreement);

                           (iv) state the date upon which the Optionee desires
         to consummate the purchase (which date must be prior to the termination
         of such Option and no later than 30 days from the delivery of such
         Notice);

                           (v) include any representations of the Optionee
         required pursuant to Section 10(a);

                           (vi) if the Option is exercised pursuant to Section
         10(b) by any person other than the Optionee, include evidence to the
         satisfaction of the Committee of the right of such person to exercise
         the Option; and

                           (vii) include such further provisions consistent with
         the Plan as the Committee may from time to time require.

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         The exercise date of an Option shall be the date on which the Company
receives the Notice from the Optionee.

         Within 30 days of the exercise of the Option, the Optionee shall
deliver to the Company a copy of any election filed by the Optionee with the
Internal Revenue Service under Section 83(b) of the Code.

         (c)      ISSUANCE OF CERTIFICATES.

         The Company shall issue a stock certificate in the name of the Optionee
(or such other person exercising the Option in accordance with the provisions of
Section 10(b)) for the Optioned Shares as soon as practicable after receipt of
the Notice and payment of the aggregate Option Price for such shares. Neither
the Optionee nor any person exercising an Option in accordance with the
provisions of Section 10(b) shall have any privileges as a stockholder of the
Company with respect to any shares of stock subject to an Option granted under
the Plan until the date of issuance of a stock certificate pursuant to this
Section 8(c).


9.       ADJUSTMENTS.

         (a)      CHANGES IN CAPITAL STRUCTURE.

         Subject to Section 9(b), if the Common Stock is changed by reason of a
stock split, reverse stock split, stock dividend or recapitalization, or
converted into or exchanged for other securities as a result of a merger,
consolidation or reorganization, the Committee shall make such adjustments in
the number and class of shares of stock with respect to which Options may be
granted under the Plan as shall be equitable and appropriate in order to make
such Options, as nearly as may be practicable, equivalent to such Options
immediately prior to such change. A corresponding adjustment changing the number
and class of shares allocated to, and the Option Price of, each Option or
portion thereof outstanding at the time of such change shall likewise be made.
Anything contained in the Plan to the contrary notwithstanding, in the case of
ISOs, no adjustment under this Section 9(a) shall be appropriate if such
adjustment (i) would constitute a modification, extension or renewal of such
ISOs within the meaning of Sections 422 and 424 of the Code, and the regulations
promulgated by the Treasury Department thereunder, or (ii) would, under Section
422 of the Code and the regulations promulgated by the Treasury Department
thereunder, be considered the adoption of a new plan requiring stockholder
approval.

         (b)      CORPORATE TRANSACTIONS.

         The following rules shall apply in connection with the dissolution or
liquidation of the Company, a reorganization, merger or consolidation in which
the Company is not the

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surviving corporation or a sale of all or substantially all of the assets of the
Company to another person or entity (a "Corporate Transaction"):

                           (i) each holder of an Option outstanding at such time
         shall be given (A) written notice of such Corporate Transaction at
         least 20 days prior to its proposed effective date (as specified in
         such notice) and (B) an opportunity, during the period commencing with
         delivery of such notice and ending 10 days prior to such proposed
         effective date, to exercise the Option to the full extent to which such
         Option would have been exercisable by the Optionee at the expiration of
         such 20-day period; PROVIDED, HOWEVER, that upon the effective date of
         a Corporate Transaction, all Options granted under the Plan not so
         exercised shall automatically terminate; and

                           (ii) anything contained in the Plan to the contrary
         notwithstanding, Section 9(b)(i) shall not be applicable if provision
         shall be made in connection with such Corporate Transaction for the
         assumption of outstanding Options by, or the substitution for such
         Options of new options covering the stock of, the surviving, successor
         or purchasing corporation, or a parent or subsidiary thereof, with
         appropriate adjustments as to the number, kind and option prices of
         shares subject to such options; PROVIDED, HOWEVER, that in the case of
         ISOs, the Committee shall, to the extent not inconsistent with the best
         interests of the Company or its Subsidiaries (such best interests to be
         determined in good faith by the Committee in its sole discretion), use
         its best efforts to ensure that any such assumption or substitution
         will not constitute a modification, extension or renewal of the ISOs
         within the meaning of Section 424(h) of the Code and the regulations
         promulgated by the Treasury Department thereunder.

         (c)      SPECIAL RULES.

         The following rules shall apply in connection with Section 9(a) and (b)
above:

                           (i) no fractional shares shall be issued as a result
         of any such adjustment, and any fractional shares resulting from the
         computations pursuant to Section 9(a) or (b) shall be eliminated
         without consideration from the respective Options;

                           (ii) no adjustment shall be made for cash dividends
         or the issuance to stockholders of rights to subscribe for additional
         shares of Common Stock or other securities; and

                           (iii) any adjustments referred to in Section 9(a) or
         (b) shall be made by the Committee in its sole discretion and shall be
         conclusive and binding on all persons holding Options granted under the
         Plan.

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10.      RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

         (a)      COMPLIANCE WITH SECURITIES LAWS.

         No Options shall be granted under the Plan, and no shares of Common
Stock shall be issued and delivered upon the exercise of Options granted under
the Plan, unless and until the Company and/or the Optionee shall have complied
with all applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction.

         The Committee in its discretion may, as a condition to the exercise of
any Option granted under the Plan, require an Optionee (i) to represent in
writing that the shares of Common Stock received upon exercise of an Option are
being acquired for investment and not with a view to distribution and (ii) to
make such other representations and warranties as are deemed appropriate by
counsel to the Company. Stock certificates representing shares of Common Stock
acquired upon the exercise of Options that have not been registered under the
Securities Act shall, if required by the Committee, bear the following legend:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR
         INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN
         THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER
         THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL TO THE COMPANY THAT
         REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

         (b)      NONASSIGNABILITY OF OPTION RIGHTS.

         No Option granted under the Plan shall be assignable or otherwise
transferable by the Optionee except by will or by the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee. If an Optionee dies, his or her Option shall thereafter be
exercisable, during the period specified in the Option Agreement, by his or her
executors or administrators to the full extent to which such Option was
exercisable by the Optionee at the time of his or her death.





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         (c)      MAXIMUM OPTION GRANT.

         The maximum number of shares of Common Stock with respect to which
Options may be granted under this Plan may be made to an employee of the Company
in any calendar year shall not exceed 100,000 shares (subject to adjustment for
stock splits, reverse stock splits, stock dividends and stock combinations, and
the like).


11.      EFFECTIVE DATE OF PLAN.

         The Plan became effective on the Effective Date. This amendment and
restatement of the Plan is effective as of March 30, 2000; provided, however,
that no Option granted on or after December 9, 1999 (but as to Options granted
on or after December 9, 1999, only those Options designated by the Committee as
being exercisable for shares in excess of 1,880,000 shares originally reserved
for issuance upon exercise of Options granted hereunder) shall be exercisable by
an Optionee unless and until the amendment to Section 3(a) hereof increasing the
number of shares subject to the Plan shall have been approved by the
stockholders of the Company in accordance with the provisions of its Certificate
of Incorporation and Bylaws, which approval shall be obtained within 12 months
after the adoption of such amendment by the Board.


12.      EXPIRATION AND TERMINATION OF THE PLAN.

         Except with respect to Options then outstanding, the Plan shall expire
on the date (the "Expiration Date") which is the first to occur of (i) the later
of (a) the tenth anniversary of the Effective Date and (b) the tenth anniversary
of the date on which the Plan is approved by the stockholders of the Company and
(ii) the date as of which the Board, in its sole discretion, determines that the
Plan shall terminate. Any Options outstanding as of the Expiration Date shall
remain in effect until they have been exercised or terminated or have expired by
their respective terms.


13.      AMENDMENT OF PLAN.

         The Board may at any time prior to the Expiration Date modify and amend
the Plan in any respect; PROVIDED, HOWEVER, that the approval of the holders of
a majority of the votes that may be cast by all of the holders of shares of
Common Stock and preferred stock of the Company, if any, entitled to vote
(voting as a single class) shall be obtained prior to any such amendment
becoming effective if such approval is required by law or is necessary to comply
with regulations promulgated by the SEC under Section 16(b) of the 1934 Act or
with Section 422 of the Code or the regulations promulgated by the Treasury
Department thereunder.


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14.      CAPTIONS.

         The use of captions in the Plan is for convenience. The captions are
not intended to provide substantive rights.


15.      DISQUALIFYING DISPOSITIONS.

         If Optioned Shares acquired by exercise of an ISO granted under the
Plan are disposed of within two years following the date of grant of the ISO or
one year following the transfer of the Optioned Shares to the Optionee (a
"Disqualifying Disposition"), the holder of the Optioned Shares shall,
immediately prior to such Disqualifying Disposition, notify the Company in
writing of the date and terms of such Disqualifying Disposition and provide such
other information regarding the Disqualifying Disposition as the Company may
reasonably require.


16.      WITHHOLDING TAXES.

         Whenever under the Plan shares of Common Stock are to be delivered to
an Optionee upon exercise of an Option, the Company shall be entitled to require
as a condition of delivery that the Optionee remit or, in appropriate cases,
agree to remit when due, an amount sufficient to satisfy all current or
estimated future Federal, state and local withholding tax and employment tax
requirements relating thereto. At the time of a Disqualifying Disposition, the
Optionee shall remit to the Company in cash the amount of any applicable
Federal, state and local withholding taxes and employment taxes.


17.      OTHER PROVISIONS.

         Each Option granted under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Committee,
in its sole discretion. Notwithstanding the foregoing, each ISO granted under
the Plan shall include those terms and conditions which are necessary to qualify
the ISO as an "incentive stock option" within the meaning of Section 422 of the
Code and the regulations thereunder and shall not include any terms or
conditions which are inconsistent therewith

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18.      NUMBER AND GENDER.

         With respect to words used in the Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, and
vice-versa, as the context requires.


19.      GOVERNING LAW.

         The validity and construction of the Plan and the instruments
evidencing the Options granted hereunder shall be governed by the laws of the
State of Delaware.


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