<PAGE>   1

                                                                EXHIBIT 10.2-1







                      NATIONAL AUTO FINANCE COMPANY, INC.

                           1996 SHARE INCENTIVE PLAN


         1. PURPOSE. The National Auto Finance Company, Inc. 1996 Share
Incentive Plan (the "Plan") is intended to provide incentives which will
attract, retain and motivate highly competent persons as executive management,
employees and directors of National Auto Finance Company, Inc. (the "Company")
and of any parent or subsidiary now existing or hereafter formed or acquired,
by providing them opportunities to acquire shares of the common stock, par
value $.01 per share, of the Company ("Common Stock") or to receive monetary
payments based on the value of such shares pursuant to the Benefits (as defined
below) described herein. Furthermore, the Plan is intended to assist in
aligning the interests of the Company's executive management, employees and
directors to those of its stockholders.

         2. ADMINISTRATION.

         (a) The Plan will be administered by the Board of Directors of the
Company (the "Board of Directors") or, if the Board of Directors so determines,
by a committee appointed by the Board of Directors from among its members (such
committee administering the Plan being hereinafter referred to as the
"Committee"; and the Board of Directors or the Committee administering the
Plan, as the case may be, being hereinafter referred to as the "Plan
Administrator"). In the event the Board of Directors designates a Committee to
administer the Plan, the Committee (which may include members of the
compensation committee of the Board of Directors, if any) shall be comprised
solely of not less than two members who shall be (i) "Non-Employee Directors"
within the meaning of Rule 16b-3(b)(3) (or any successor rule) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
(ii) unless otherwise determined by the Board of Directors, "outside directors"
within the meaning of Section 162 (m) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Plan Administrator is authorized, subject to the
provisions of the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Benefits (as defined below) granted hereunder as it deems
necessary or advisable. All determinations and interpretations made by the Plan
Administrator shall be binding and conclusive on all participants and their
legal representatives. No member of the Board of the Directors, no member of
the Committee and no employee of the Company shall be liable for any act or
failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom duties in
connection with the administration of this Plan have been delegated. The
Company shall indemnify members of the Plan Administrator and any agent of the
Plan Administrator who is an




<PAGE>   2


                                      -2-


employee of the Company, against any and all liabilities or expenses to which
they may be subjected by reason of any act or failure to act with respect to
their duties on behalf of the Plan, except in circumstances involving such
person's bad faith, gross negligence or willful misconduct.

         (b) The Plan Administrator may delegate to one or more of its members,
or to one or more agents, such administrative duties as it may deem advisable,
and the Plan Administrator, or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice with respect to any
responsibility the Plan Administrator or such person may have under the Plan.
The Plan Administrator may employ such legal or other counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion or computation received from any such counsel, consultant or
agent. Expenses incurred by the Plan Administrator in the engagement of such
counsel, consultant or agent shall be paid by the Company, or the subsidiary
whose employees have benefited from the Plan, as determined by the Plan
Administrator.

         3. PARTICIPANTS. Participants will consist of such executive
management, employees and directors of the Company and of any parent or
subsidiary of the Company as the Plan Administrator in its sole discretion
determines to be significantly responsible for the success and future growth
and profitability of the Company and whom the Plan Administrator may designate
from time to time to receive Benefits under the Plan. Designation of a
participant in any year shall not require the Plan Administrator to designate
such person to receive a Benefit in any other year or, once designated, to
receive the same type or amount of Benefit as granted to the participant in any
other year. The Plan Administrator shall consider such factors as it deems
pertinent in selecting participants and in determining the type and amount of
their respective Benefits.

         4. TYPE OF BENEFITS. Benefits under the Plan may be granted in any one
or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Performance Awards and (e) Stock Units (each as described below,
and collectively, the "Benefits"). Stock Awards, Performance Awards and Stock
Units may, as determined by the Plan Administrator in its discretion,
constitute Performance-Based Awards, as described in Section 11 below. Benefits
shall be evidenced by agreements (which need not be identical) in such forms as
the Plan Administrator may from time to time approve; provided, however, that
in the event of any conflict between the provisions of the Plan and any such
agreements, the provisions of the Plan shall prevail.

         5. COMMON STOCK AVAILABLE UNDER THE PLAN. The aggregate number of
shares of Common Stock that may be subject to Benefits, including Stock
Options, granted under this Plan shall be 4,000,000 shares of Common Stock,
which may be authorized and unissued or treasury shares, subject to any
adjustments made in accordance with Section 12 hereof. The maximum number of
shares of Common Stock with respect to which Benefits may be granted to any
individual participant under the





<PAGE>   3
                                      -3-




Plan shall be 2,000,000. Other than those shares of Common Stock subject to
Benefits that are cancelled or terminated as a result of the Plan
Administrator's exercise of its discretion with respect to Performance-Based
Awards as provided for in Section 11, any shares of Common Stock subject to a
Stock Option or Stock Appreciation Right which for any reason is cancelled or
terminated without having been exercised, any shares subject to Stock Awards,
Performance Awards or Stock Units which are forfeited, any shares subject to
Performance Awards settled in cash or any shares delivered to the Company as
part of full payment for the exercise of a Stock Option or Stock Appreciation
Right shall again be available for Benefits under the Plan. The preceding
sentence shall apply only for purposes of determining the aggregate number of
shares of Common Stock subject to Benefits.

         6. STOCK OPTIONS. Stock Options will consist of awards from the
Company that will enable the holder to purchase a specific number of shares of
Common Stock, at set terms and at a fixed purchase price. Stock Options may be
"incentive stock options" ("Incentive Stock Options"), within the meaning of
Section 422 of the Code, or Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Plan Administrator will have
the authority to grant any participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options (in each case with
or without Stock Appreciation Rights). Each Stock Option shall be subject to
such terms and conditions consistent with the Plan as the Committee may impose
from time to time, subject to the following limitations:

                  (a) EXERCISE PRICE. Each Stock Option granted hereunder shall
         have such per-share exercise price as the Plan Administrator may
         determine at the date of grant; provided, however, subject to
         subsection (d) below, that the per-share exercise price shall not be
         less than 100% of the Fair Market Value (as defined below) of the
         Common Stock on the date the option is granted.

                  (b) PAYMENT OF EXERCISE PRICE. The option exercise price may
         be paid in cash or, in the discretion of the Plan Administrator
         determined at the date of grant and set forth in the option agreement,
         by the delivery of shares of Common Stock of the Company then owned by
         the participant, by the withholding of shares of Common Stock for
         which a Stock Option is exercisable, or by a combination of these
         methods. In the discretion of the Plan Administrator determined at the
         date of grant and set forth in such option agreement, payment may also
         be made by delivering a properly executed exercise notice to the
         Company together with a copy of irrevocable instructions to a broker
         to deliver promptly to the Company the amount of sale or loan proceeds
         to pay the exercise price. To facilitate the foregoing, the Company
         may enter into agreements for coordinated procedures with one or more
         brokerage firms. The Plan Administrator may prescribe any other method
         of paying the exercise price that it determines to be consistent with
         applicable law and the purpose of the Plan, including, without
         limitation, in lieu of the exercise of a Stock Option by delivery of
         shares of Common Stock of the Company then



<PAGE>   4
                                      -4-




          owned by a participant, providing the Company with a notarized
          statement attesting to the number of shares owned, where upon
          verification by the Company, the Company would issue to the
          participant only the number of incremental shares to which the
          participant is entitled upon exercise of the Stock Option. In
          determining which methods a participant may utilize to pay the
          exercise price, the Plan Administrator may consider such factors as
          it determines are appropriate.

                  (c) EXERCISE PERIOD. Stock Options granted under the Plan
         shall be exercisable at such time or times and subject to such terms
         and conditions as shall be determined by the Plan Administrator;
         provided, however, that no Stock Option shall be exercisable later
         than ten years after the date it is granted. All Stock Options shall
         terminate at such earlier times and upon such conditions or
         circumstances as the Plan Administrator shall in its discretion set
         forth in such option agreement at the date of grant.

                  (d) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock
         Options may be granted only to participants who are employees of the
         Company or a parent or subsidiary of the Company at the date of grant.
         The aggregate market value (determined as of the time the option is
         granted) of the Common Stock with respect to which Incentive Stock
         Options are exercisable for the first time by a participant during any
         calendar year (under all option plans of the Company) shall not exceed
         $100,000. For purposes of the preceding sentence, Incentive Stock
         Options will be taken into account in the order in which they are
         granted. Incentive Stock Options may not be granted to any participant
         who, at the time of grant, owns stock possessing (after the
         application of the attribution rules of Section 424(d) of the Code)
         more than 10% of the total combined voting power of all outstanding
         classes of stock of the Company or any subsidiary of the Company,
         unless the option price is fixed at not less than 110% of the Fair
         Market Value of the Common Stock on the date of grant and the exercise
         of such option is prohibited by its terms after the expiration of five
         years from the date of grant of such option. Notwithstanding anything
         to the contrary contained herein, no Incentive Stock Option may be
         exercised later than ten years after the date it is granted.

         7. STOCK APPRECIATION RIGHTS. The Plan Administrator may, in its
discretion, grant Stock Appreciation Rights to the holders of any Stock Options
granted hereunder. In addition, Stock Appreciation Rights may be granted
independently of, and without relation to, options. A Stock Appreciation Right
means a right to receive a payment, in case, Common Stock or a combination
thereof, in an amount equal to the excess of (x) the Fair Market Value, or
other specified valuation, of a specific number of shares of Common Stock on
the date the right is exercised over (y) the Fair Market Value, or other
specified valuation (which shall be no less than the Fair Market Value), of
such shares of Common Stock on the date the right is granted, all as determined
by the Plan Administrator; provided, however, that if a Stock Appreciation
Right is granted




<PAGE>   5
                                      -5-




retroactively in tandem with or in substitution for a Stock Option, the
designated Fair Market Value in the award agreement may be the Fair Market Value
on the date such Stock Option was granted. Each Stock Appreciation Right shall
be subject to such terms and conditions as the Committee shall impose from time
to time.

         8. STOCK AWARDS. The Plan Administrator may, in its discretion, grant
Stock Awards (which may include mandatory payment of bonus incentive
compensation in stock) consisting of Common Stock issued or transferred to
participants with or without other payments therefor as additional compensation
for services to the Company. Stock Awards may be subject to such terms and
conditions as the Plan Administrator determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares, the
right of the Company to reacquire such shares for no consideration upon
termination of the participant's employment within specified periods, and may
constitute Performance-Based Awards, as described below. The Plan Administrator
may require the participant to deliver a duly signed stock power, endorsed in
blank, relating to the Common Stock covered by such an Award. The Plan
Administrator may also require that the stock certificates evidencing such
shares be held in custody or bear restrictive legends until the restrictions
thereon shall lapsed. The Stock Award shall specify whether the participant
shall have, with respect to the shares of Common Stock subject to a Stock
Award, all of the rights of a holder of shares of Common Stock of the Company,
including the right to receive dividends and to vote the shares.

9.       PERFORMANCE AWARDS.

         (a) Performance Awards may be granted to participants at any time and
from time to time, as shall be determined by the Plan Administrator.
Performance Awards may, as determined by the Plan Administrator in its sole
discretion, constitute Performance-Based Awards. The Plan Administrator shall
have complete discretion in determining the number, amount and timing of awards
granted to each participant. Such Performance Awards may be in the form of
shares of Common Stock or Stock Units. Performance Awards may be awarded as
short-term or long-term incentives. With respect to those Performance Awards
that are intended to constitute Performance-Based Awards, the Plan
Administrator shall set performance targets at its discretion which, depending
on the extent to which they are met, will determine the number and/or value of
Performance Awards that will be paid out to the participants, and may attach to
such Performance Awards one or more restrictions. Performance targets may be
based upon, without limitation, Company-wide, divisional and/or individual
performance.

         (b) With respect to those Performance Awards that are not intended to
constitute Performance-Based Awards, the Plan Administrator shall have the
authority at any time to make adjustments to performance targets for any
outstanding Performance Awards which the Plan Administrator deems necessary or
desirable at the





<PAGE>   6
                                      -6-




time of establishment of goals the Plan Administrator shall have precluded its
authority to make such adjustments.

         (c) Payment of earned Performance Awards shall be made in accordance
with terms and conditions prescribed or authorized by the Plan Administrator.
The participant may elect to defer, or the Plan Administrator may require or
permit the deferral of, the receipt of Performance Awards upon such terms as
the Plan Administrator deems appropriate.

         10. STOCK UNITS.

         (a) The Plan Administrator may, in its discretion, grant Stock Units
to participants hereunder. Stock Units may, as determined by the Plan
Administrator in its sole discretion, constitute Performance-Based Awards. The
Plan Administrator shall determine the criteria for the vesting of Stock Units.
A Stock Unit granted by the Plan Administrator shall provide for payment in
shares of Common Stock at such time as the award agreement shall specify.
Shares of Common Stock issued pursuant to this Section 10 may be issued with or
without other payments therefor as may be required by applicable law or such
other consideration as may be determined by the Committee. The Plan
Administrator shall determine whether a participant granted a Stock Unit shall
be entitled to a Dividend Equivalent Right (as defined below).

         (b) Upon vesting of a Stock Unit, unless the Plan Administrator has
determined to defer payment with respect to such unit or a Participant has
elected to defer payment under subsection (c) below, shares of Common Stock
representing the Stock Units shall be distributed to the participant unless the
Plan Administrator, with the consent of the participant, provides for the
payment of the Stock Units in cash or partly in cash and partly in shares of
Common Stock equal to the value of the shares of Common Stock which would
otherwise be distributed to the participant.

         (c) Prior to the year with respect to which a Stock Unit may vest, the
participant may elect not to receive Common Stock upon the vesting of such
Stock Unit and for the Company to continue to maintain the Stock Unit on its
books of account. In such event, the value of a Stock Unit shall be payable in
shares of Common Stock pursuant to the agreement of deferral.

         (d) A "Stock Unit" means an account representing one share of Common
Stock. A "Dividend Equivalent Right" means the right to receive the amount of
any dividend paid on the share of Common Stock underlying a Stock Unit, which
shall be payable in cash or in the form of additional Stock Units.

         11. PERFORMANCE-BASED AWARDS. Certain Benefits granted under the Plan
may be granted in a manner such that the Benefits qualify for the performance
based compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Plan Administrator in its sole discretion,
either the granting or vesting of such Performance-Based Awards are to be based
upon one or




<PAGE>   7
                                      -7-




more of the following factors: net sales, pretax income before allocation of
corporate overhead and bonus, budget, earnings per share, net income, division,
group or corporate financial goals, return on stockholders' equity, return on
assets, attainment of strategic and operational initiatives, appreciation in
and/or maintenance of the price of the Common Stock or any other
publicly-traded securities of the Company, market share, gross profits,
earnings before interest and taxes, earnings before interest, taxes, dividends
and amortization, economic value-added models and comparisons with various
stock market indices, reductions in costs or any combination of the foregoing.
With respect to Performance-Based Awards, (i) the Plan Administrator shall
establish in writing (x) the objective performance-based goals applicable to a
given period and (y) the individual employees or class of employees to which
such performance-based goals apply no later than 90 days after the commencement
of such fiscal period (but in no event after 25% of such period has elapsed)
and (ii) no Performance-Based Awards shall be payable to or vest with respect
to, as the case may be, any participant for a given fiscal period until the
Plan Administrator certifies in writing that the objective performance goals
(and any other material terms) applicable to such period have been satisfied.
With respect to any benefits intended to qualify as Performance-Based Awards,
after establishment of a performance goal, the Plan Administrator shall not
revise such performance goal or increase the amount of compensation payable
thereunder (as determined in accordance with Section 162(m) of the Code) upon
the attainment of such performance goal. Notwithstanding the preceding
sentence, the Plan Administrator may reduce or eliminate the number of shares
of Common Stock or cash granted or the number of shares of Common Stock vested
upon the attainment of such performance goal.

         12. ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.

         (a) If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split up, spinoff, combination of
shares, exchange of shares, dividend in kind or other like change in capital
structure or distribution (other than normal cash dividends) to stockholders of
the Company, an adjustment shall be made to each outstanding Stock Option and
Stock Appreciation Right such that each such Stock Option and Stock
Appreciation Right shall thereafter be exercisable for such securities, cash
and/or other property as would have been received in respect of the Common
Stock subject to such Stock Option or Stock Appreciation Right had such Stock
Option or Stock Appreciation Right been exercised in full immediately prior to
such change or distribution, and such an adjustment shall be made successively
each time any such change shall occur. In addition, in the event of any such
change or distribution, in order to prevent dilution or enlargement of
participants' rights under the Plan, the Plan Administrator will have authority
to adjust, in an equitable manner, the number and kind of shares that may be
issued under the Plan, the number and kind of shares subject to outstanding
Benefits, the exercise price applicable to outstanding Benefits, and the Fair
Market Value of the Common Stock and other value determinations applicable to
outstanding Benefits. Appropriate adjustments may also be made by the Plan





<PAGE>   8
                                      -8-




Administrator in the terms of any Benefits under the Plan to reflect such
changes or distributions and to modify any other terms of outstanding Benefits
on an equitable basis, including modifications of performance targets and
changes in the length of performance periods. In addition, other than with
respect to Stock Options, Stock Appreciation Rights and other awards intended
to constitute Performance-Based Awards, the Plan Administrator is authorized to
make adjustments to the terms and conditions of, and the criteria included in,
Benefits in recognition of unusual or nonrecurring events affecting the Company
or the financial statements of the Company, or in response to changes in
applicable laws, regulations, or accounting principles. Notwithstanding the
foregoing, (i) each such adjustment with respect to an Incentive Stock Option
shall comply with the rules of Section 424(a) of the Code, and (ii) in no event
shall any adjustment be made which would render any Incentive Stock Option
granted hereunder other than an incentive stock option for purposes of Section
422 of the Code.

         (b) Notwithstanding any other provision of this Plan, if there is a
Change in Control of the Company, all then outstanding Stock Options and Stock
Appreciation Rights shall immediately become exercisable. For purposes of this
Section 12(b), a "Change in Control" of the Company shall be deemed to have
occurred upon any of the following events:

                  (i) A persons or entity or group of persons or entities,
         acting in concert, shall become the direct or indirect beneficial
         owner (within the meaning of Rule 13d-3 of the Exchange Act) or
         securities of the Company representing fifty percent (50%) or more of
         the combined voting power of the issued and outstanding common stock
         of the Company (a "Significant Owner"), unless such shares are
         originally issued to such Significant Owner by the Company; or

                  (ii) The majority of the Company's Board of Directors is no
         longer comprised of the incumbent directors who constitute the Board
         of Directors on the Effective Date (as hereinafter defined) and any
         other individual(s) who becomes a director subsequent to the date of
         this Agreement whose initial election or nomination for election as a
         director, as the case may be, was approved by at least a majority of
         the directors who comprised the incumbent directors as of the date of
         such election or nomination; or

                  (iii) The Company's Common Stock shall cease to be publicly
         traded; or

                  (iv) A sale of all or substantially all of the assets of the
         Company; or

                  (v) The Board of Directors shall approve any merger,
         consolidation, or like business combination or reorganization of the
         Company, the consummation of which would result in the occurrence of
         any event described in clause (ii) or (iii) above, and such
         transaction shall have been consummated.



<PAGE>   9
                                      -9-




         The Plan Administrator, in its discretion, may determine that, upon
the occurrence of a Change in Control of the Company, each Stock Option and
Stock Appreciation Right outstanding hereunder shall terminate within a
specified number of days after notice to the holder, and such holder shall
receive, with respect to each share of Common Stock subject to such Stock
Option or Stock Appreciation Right, an amount equal to the excess of the Fair
Market Value of such shares of Common Stock immediately prior to the occurrence
of such Change in Control over the exercise price per share of such Stock
Option or Stock Appreciation Right; such amount to be payable in cash, in one
or more kinds of property (including the property, if any, payable in the
transaction) or in a combination thereof, as the Plan Administrator, in its
discretion, shall determine. The provisions set forth in the preceding sentence
shall be inapplicable to a Stock Option or Stock Appreciation Right granted
within six (6) months before the occurrence of a Change in Control if the
holder of such Stock Option or Stock Appreciation Right is subject to the
reporting requirements of Section 16(a) of the Exchange Act and no exception
from liability under Section 16(b) of the Exchange Act is otherwise available
to such holder.

         13. TRANSFERABILITY. Each Benefit granted under the Plan to a
participant shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the participant's
lifetime, only by the participant. In the event of the death of a participant,
each Stock Option or Stock Appreciation Right theretofore granted to him or her
shall be exercisable during such period after his or her death as the Plan
Administrator shall in its discretion set forth in such option agreement or
right agreement at the date of grant and then only by the executor or
administrator of the estate of the deceased participant or the person or
persons to whom the deceased participant's rights under the Stock Option or
Stock Appreciation Right shall pass by will or the laws of descent and
distribution. Notwithstanding the foregoing, at the discretion of the Plan
Administrator, an award of a Benefit other than an Incentive Stock Option may
permit the transferability of a Benefit by a participant solely to members of
the participant's immediate family or trusts or family partnerships for the
benefit of such persons, subject to any restriction included in the award of
the Benefit.

         14. OTHER PROVISIONS. The award of any Benefit under the Plan may also
be subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Plan Administrator determines at the
date of grant, appropriate, including, without limitation, for the installment
purchase of Common Stock under Stock Options, for the installment exercise of
Stock Appreciation Rights, to assist the participant in financing the
acquisition of Common Stock, for the forfeiture of, or restrictions on resale
or other disposition of, Common Stock acquired under any form of Benefit, for
the acceleration of exercisability or vesting of Benefits in the event of a
change in control of the Company, for the payment of the value of Benefits to
participants in the event of a change in control of the Company, or to comply
with federal and state securities laws, or understandings or conditions as to
the participant's relationship with the Company in addition to those
specifically provided for under the Plan.



<PAGE>   10
                                     -10-




         15. FAIR MARKET VALUE. For purposes of this Plan and any Benefits
awarded hereunder, Fair Market Value shall be the Closing price of the
Company's Common Stock on the date of calculation (or on the last preceding
trading date if Common Stock was not traded on such date) if the Company's
Common Stock is readily tradable on a national securities exchange or other
market system, and if the Company's Common Stock is not readily tradable, Fair
Market Value shall mean the amount determined in good faith by the Plan
Administrator as the fair market value of the Common Stock of the Company.

         16. WITHHOLDING. All payments or distributions of Benefits made
pursuant to the Plan shall be net of any amounts required to be withheld
pursuant to applicable federal, state and local tax withholding requirements.
If the Company proposes or is required to distribute Common Stock pursuant to
the Plan, it may require the recipient to remit to it or to the corporation
that employs such recipient an amount sufficient to satisfy such tax
withholding requirements prior to the delivery of any certificates for such
Common Stock. In lieu thereof, the Company or the employing corporation shall
have the right to withhold the amount of such taxes from any other sums due or
to become due from such corporation to the recipient as the Plan Administrator
shall prescribe. The Plan Administrator may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy
applicable tax and/or non-tax regulatory requirements), permit an optionee or
award or right holder to pay all or a portion of the federal, state and local
withholding taxes arising in connection with any Benefit consisting of shares
of Common Stock by electing to have the Company withhold shares of Common Stock
having a Fair Market Value equal to the amount of tax to be withheld, such tax
calculated at rates required by statute or regulation.

         17. TENURE. A participant's right, if any, to continue to serve the
Company as a director, officer, employee, or otherwise, shall not be enlarged
or otherwise affected by his or her designation as a participant under the
Plan.

         18. UNFUNDED PLAN. Participants shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be
paid from the general funds of the Company and no special or separate fund
shall be paid from the general funds of the Company and no special or separate
fund shall be established and no segregation of assets shall be made to assure
payment of such amounts except as expressly set forth in the Plan. The Plan is
not intended to be subject to the Employee Retirement Income Security Act of
1974, as amended.




<PAGE>   11
                                      -11-




         19. NO FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued or delivered pursuant to the Plan or any Benefit. The Plan
Administrator shall determine whether cash, or Benefits, or other property
shall be issued or paid in lieu of fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.

         20. DURATION, AMENDMENT AND TERMINATION. No Benefit shall be granted
more than ten years after the Effective Date; provided, however, that the terms
and conditions applicable to any Benefit granted prior to such date may
thereafter be amended or modified by mutual agreement between the Company and
the participant or such other persons as may then have an interest therein.
Also, by mutual agreement between the Company and a participant hereunder,
under this Plan or under any other present or future plan of the Company,
Benefits may be granted to such participant in substitution and exchange for,
and in cancellation of, any Benefits previously granted such participant under
this Plan, or any other present or future plan of the Company. The Board of
Directors may amend the Plan from time to time or suspend or terminate the Plan
at any time. However, no action authorized by this Section 20 shall reduce the
amount of any existing Benefit or change the terms and conditions thereof
without the participant's consent. No amendment of the Plan shall, without
approval of the stockholders of the Company, (i) increase the total number of
shares which may be issued under the Plan or the maximum number of shares with
respect to Stock Options, Stock Appreciation Rights and other Benefits that may
be granted to any individual under the Plan or (ii) modify the requirements as
to eligibility for Benefits under the Plan; provided, however, that no
amendment may be made without approval of the stockholders of the Company if
the amendment will disqualify any Incentive Stock Options granted hereunder.

         21. GOVERNING LAW. This Plan, Benefits granted hereunder and actions
taken in connection herewith shall be governed and construed in accordance with
the laws of the State of Delaware (regardless of the law that might otherwise
govern under applicable Delaware principles of conflict of laws).

         22. EFFECTIVE DATE. (a) the Plan shall be effective as of November 20,
1996, the date on which the Plan was adopted by the Board of Directors and
approved by the stockholders of the Company (the "Effective Date").

         (b) This Plan shall terminate on November 19, 2006 (unless sooner
terminated by the Board of Directors).