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                                                                   EXHIBIT 10.28

                KELLSTROM INDUSTRIES, INC. 1996 STOCK OPTION PLAN

         1. PURPOSE OF THE PLAN. The purpose of the Kellstrom Industries, Inc.
1996 Stock Option Plan (the "Plan") is to promote the interests of Kellstrom
Industries, Inc., a Delaware corporation (the "Company"), and its stockholders
by strengthening the Company's ability to attract and retain competent
employees, to make service on the Board of Directors of the Company (the
"Board") more attractive to present and prospective non-employee directors of
the Company and to provide a means to encourage stock ownership and proprietary
interest in the Company by officers, non-employee directors and valued employees
and other individuals upon whose judgment, initiative and efforts the financial
success and growth of the Company largely depend. The Plan became effective on
July 10, 1996, by resolution of the Board, and was ratified by a majority vote
of the stockholders of the Company at its 1996 Annual Meeting of Stockholders.
The Plan was amended by the Board on October 8, 1998.

         2. STOCK SUBJECT TO THE PLAN.

                  (a) The total number of shares of the authorized but unissued
or treasury shares of the Common Stock, $.001 par value per share, of the
Company ("Common Stock") for which options and stock appreciation rights
("SARs") may be granted under the Plan shall be 1,100,000, provided that 700,000
of such options and SARs may not be granted until at least 75% of the 4,600,000
outstanding Redeemable Common Stock Purchase Warrants which were issued to the
public in the Company's 1994 initial public offering are exercised by the
holders thereof or redeemed by the Company in accordance with the terms of such
Warrants, subject to adjustment as provided in Section 14 hereof, which shares
may be of any class of Common Stock; provided, however, that such number of
shares may from time to time be reduced to the extent that a corresponding
number of issued and outstanding shares of Common Stock are purchased by the
Company and set aside for issue upon the exercise of options.

                  (b) If an option granted or assumed hereunder shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for subsequent option grants
under the Plan; provided, however, that shares as to which an option has been
surrendered in connection with the exercise of a related SAR will not again be
available for subsequent option or SAR grants under the Plan.

                  (c) Stock issuable upon exercise of an option or SAR granted
under the Plan may be subject to such restrictions on transfer, repurchase
rights or other restrictions as shall be determined by the Board.

         3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board. No member of the Board shall act upon any matter exclusively affecting an
option or SAR granted or to be granted to himself or herself under the Plan. A
majority of the members of the Board shall constitute a quorum, and any action
may be taken by a majority of those present and voting at any meeting. The
decision of the Board as to all questions of interpretation and application of
the Plan shall be final, binding and conclusive on all persons. The Board may,
in its sole discretion,




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grant options to purchase shares of Common Stock, grant SARs and issue shares
upon exercise of such options and SARS, as provided in the Plan. The Board shall
have authority, subject to the express provisions of the Plan, to construe the
respective option and SAR agreements and the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the terms and
provisions of the respective option and SAR agreements, which may but need not
be identical, and to make all other determinations in the judgment of the Board
necessary or desirable for the administration of the Plan. The Board may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any option or SAR agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect and shall be the sole and final judge of
such expediency. No director shall be liable for any action or determination
made in good faith. The Board may, in its discretion, delegate its power, duties
and responsibilities to a committee, consisting of two or more members of the
Board. If a committee is so appointed, all references to the Board herein shall
mean and relate to such committee, unless the context otherwise requires.

         4. TYPE OF OPTIONS. Options granted pursuant to the Plan shall be
authorized by action of the Board (or a committee designated by the Board) and
may be designated as either incentive stock options meeting the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
non-qualified options which are not intended to meet the requirements of Section
422 of the Code, the designation to be in the sole discretion of the Board.
Options designated as incentive stock options that fail to continue to meet the
requirements of Section 422 of the Code shall be redesignated as non-qualified
options automatically on the date of such failure to continue to meet the
requirements of Section 422 of the Code without further action by the Board.

         5. ELIGIBILITY. Options designated as incentive stock options may be
granted only to officers and key employees of the Company or of any subsidiary
corporation (herein called "subsidiary" or "subsidiaries"), as defined in
Section 424 of the Code and the Treasury Regulations promulgated thereunder (the
"Regulations"). Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to be granted incentive stock options pursuant
to the Plan. SARs and options designated as nonqualified options may be granted
to (i) officers and key employees of the Company or of any of its subsidiaries,
or (ii) agents and directors of and consultants to the Company, whether or not
otherwise employees of the Company.

         In determining the eligibility of an individual to be granted an option
or SAR, as well as in determining the number of shares to be optioned to any
individual, the Board shall take into account the recommendation of the
Company's Chairman, the position and responsibilities of the individual being
considered, the nature and value to the Company or its subsidiaries of his or
her service and accomplishments, his or her present and potential contribution
to the success of the Company or its subsidiaries, and such other factors as the
Board may deem relevant.

         6. RESTRICTIONS ON INCENTIVE STOCK OPTIONS. Incentive stock options
(but not non-qualified options) granted under this Plan shall be subject to the
following restrictions:


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                  (a) LIMITATION ON NUMBER OF SHARES. The aggregate fair market
value of the shares of Common Stock with respect to which incentive stock
options are granted, determined as of the date the incentive stock options are
granted, exercisable for the first time by an individual during any calendar
year shall not exceed $100,000. If an incentive stock option is granted pursuant
to which the aggregate fair market value of shares with respect to which it
first becomes exercisable in any calendar year by an individual exceeds such
$100,000 limitation, the portion of such option which is in excess of the
$100,000 limitation, and any such options issued subsequently in the same
calendar year, shall be treated as a non-qualified option pursuant to Section
422(d)(1) of the Code. In the event that an individual is eligible to
participate in any other stock option plan of the Company or any parent or
subsidiary of the Company which is also intended to comply with the provisions
of Section 422 of the Code, such $100,000 limitation shall apply to the
aggregate number of shares for which incentive stock options may be granted
under this Plan and all such other plans.

                  (b) TEN PERCENT (10%) STOCKHOLDER. If any employee to whom an
incentive stock option is granted pursuant to the provisions of this Plan is on
the date of grant the owner of stock (as determined under Section 424(d) of the
Code) possessing more than 10% of the total combined voting power of all classes
of stock of the Company or any parent or subsidiary of the Company, then the
following special provisions shall be applicable to the incentive stock options
granted to such individual:

                           (i) The option price per share subject to such
         incentive stock options shall be not less than 110% of the fair market
         value of the stock determined at the time such option was granted. In
         determining the fair market value under this clause (i), the provisions
         of Section 8 hereof shall apply.

                           (ii) The incentive stock option shall have a term
         expiring not more than five (5) years from the date of the granting
         thereof.

         7. OPTION AGREEMENT. Each option and SAR shall be evidenced by an
agreement (the "Agreement") duly executed on behalf of the Company and by the
grantee to whom such option or SAR is granted, which Agreement shall comply with
and be subject to the terms and conditions of the Plan. The Agreement may
contain such other terms, provisions and conditions which are not inconsistent
with the Plan as may be determined by the Board, provided that options
designated as incentive stock options shall meet all of the conditions for
incentive stock options as defined in Section 422 of the Code. No option or SAR
shall be granted within the meaning of the Plan and no purported grant of any
option or SAR shall be effective until the Agreement shall have been duly
executed on behalf of the Company and the optionee. More than one option and SAR
may be granted to an individual.

         8. OPTION PRICE.

                  (a) The option price or prices of shares of Common Stock for
options designated as non-qualified stock options shall be as determined by the
Board.


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                  (b) Subject to the conditions set forth in Section 6(b)
hereof, the option price or prices of shares of Common Stock for options
designated as incentive stock options shall be at least the fair market value of
such Common Stock at the time the option is granted as determined by the Board
in accordance with clause (c) below.

                  (c) If the Common Stock is then listed on any national
securities exchange, the fair market value shall be the mean between the high
and low sales prices, if any on the largest such exchange on the date of the
grant of the option or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales on the nearest date
before and the nearest date after the date of grant in accordance with
Regulations Section 25.2512-2. If the Common Stock is not then listed on any
such exchange, the fair market value shall be the mean between the closing "Bid"
and the closing "Ask" prices, if any, as reported in the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") for the date of the
grant of the option, or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales on the nearest date
before and the nearest date after the date of grant in accordance with
Regulations Section 25.2512-2. If the Common Stock is not then either listed on
any such exchange or quoted in NASDAQ, the fair market value shall be the mean
between the average of the "Bid" prices, if any, as reported in the National
Daily Quotation Service for the date of the grant of the option, or, if none,
shall be determined by taking a weighted average of the means between the
highest and lowest sales on the nearest date before and the nearest date after
the date of grant in accordance with Regulations Section 25.2512-2. If the fair
market value of the Common Stock cannot be determined under the preceding three
sentences, it shall be determined in good faith by the Board in accordance with
the Regulations promulgated under Section 422 of the Code.

         9. MANNER OF PAYMENT; MANNER OF EXERCISE.

                  (a) Options granted under the Plan may provide for the payment
of the exercise price by delivery of (i) cash or a check payable to the order of
the Company in an amount equal to the exercise price of such options, (ii)
shares of Common Stock owned by the optionee having a fair market value equal in
amount to the exercise price of such options, or (iii) any combination of (i)
and (ii); provided, however, that payment of the exercise price by delivery of
shares of Common Stock owned by such optionee may be made only upon the
condition that such payment does not result in a charge to earnings for
financial accounting purposes as determined by the Board, unless such condition
is waived by the Board. The fair market value of any shares of Common Stock
which may be delivered upon exercise of an option shall be determined by the
Board in accordance with Section 8 hereof.

                  (b) To the extent that the right to purchase shares under an
option has accrued and is in effect, options may be exercised in full at one
time or in part from time to time, by giving written notice, signed by the
person or persons exercising the option, to the Company, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares as provide din subparagraph (a) above. Upon such
exercise, delivery of a certificate for paid-up non-assessable shares shall be
made at the principal office of


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the Company to the person or persons exercising the option at such time, during
ordinary business hours, after three (3) days but not more than ninety (90) days
from the date of receipt of the notice by the Company, as shall be designated in
such notice, or at such time, place and manner as may be agreed upon by the
Company and the person or persons exercising the option.

         10. EXERCISE OF OPTIONS AND SARS. Each option and SAR granted under the
Plan shall, subject to Section 11(b) and Section 13 hereof, be exercisable at
such time or times and during such period as shall be set forth in the
Agreement; provided, however, that no option or SAR granted under the Plan shall
have a term in excess of ten (10) years from the date of grant. To the extent
that an option or SAR is not exercised when it becomes initially exercisable, it
shall not expire but shall be carried forward and shall be exercisable, on a
cumulative basis, until the expiration of the exercise period. No partial
exercise may be made for less than one hundred (100) full shares of Common
Stock. The exercise of an option shall result in the cancellation of the SAR to
which it relates with respect to the same number of shares of Common Stock as to
which the option was exercised.

         11. TERM OF OPTIONS AND SARS; EXERCISABILITY.

                  (a) TERM.

                           (i) Each option shall expire not more than ten (10)
         years from the date of the granting thereof, except as (a) otherwise
         provided pursuant to the provisions of Section 6(b) hereof, and (b)
         earlier termination as herein provided.

                           (ii) Except as otherwise provided in this Section 11,
         an option or SAR granted to any grantee who ceases to perform services
         for the Company or one of its subsidiaries shall terminate three months
         after the date such grantee ceases to perform services for the Company
         or one of its subsidiaries, or on the date on which the option or SAR
         expires by its terms, whichever occurs first.

                           (iii) If the grantee ceases to perform services for
         the Company because of dismissal for cause or because the grantee is in
         breach of any employment agreement, such option or SAR will terminate
         on the date the grantee ceases to perform services for the Company or
         one of its subsidiaries.

                           (iv) If the grantee ceases to perform services for
         the Company because the grantee has become permanently disabled (within
         the meaning of Section 22(e)(3) of the Code), such option or SAR shall
         terminate twelve months after the date such grantee ceases to perform
         services for the Company, or on the date on which the option or SAR
         expires by its terms, whichever occurs first.

                           (v) In the event of the death of any grantee, any
         option or SAR granted to such grantee shall terminate twelve months
         after the date of death, or on the date on which the option or SAR
         expires by its terms, whichever occurs first.



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                  (b) EXERCISABILITY.

                           (i) Except as provided below, an option or SAR
         granted to a grantee who ceases to perform services for the Company or
         one of its subsidiaries shall be exercisable only to the extent that
         such option or SAR has accrued and is in effect on the date such
         grantee ceases to perform services for the Company or one of its
         subsidiaries.

                           (ii) An option or SAR granted to a grantee who ceases
         to perform services for the Company or one of its subsidiaries because
         he or she has become permanently disabled (as defined above) shall be
         exercisable with respect to the full number of shares covered thereby,
         whether or not under the provisions of Section 10 hereof the grantee
         was entitled to do so at the date he or she became permanently
         disabled, and may be exercised by a legal representative on behalf of
         the grantee.

                           (iii) In the event of the death of any grantee, the
         option or SAR granted to such grantee may be exercised with respect to
         the full number of shares covered thereby, whether or not under the
         provisions of Section 10 hereof the grantee was entitled to do so at
         the date of his or her death, by the estate of such grantee, or by any
         person or persons who acquired the right to exercise such option or SAR
         by bequest or inheritance or by reason of the death of such grantee.

         12. OPTIONS NOT TRANSFERABLE. The right of any grantee to exercise any
option or SAR granted to him or her shall not be assignable or transferable by
such grantee other than by will or the laws of descent, and any such option or
SAR shall be exercisable during the lifetime of such grantee only by him. Any
option or SAR granted under the Plan shall be null and void and without effect
upon the bankruptcy of the grantee to whom the option is granted, or upon any
attempted, assignment or transfer except as herein provided, including without
limitation, any purported assignment, whether voluntary or by operation of law,
pledge, hypothecation or other disposition, attachment, trustee process or
similar process, whether legal or equitable, upon such option or SAR.

         13. TERMS AND CONDITIONS OF SARS.

                  (a) An SAR may be granted separately or in connection with an
option (either at the time of grant or at any time during the term of the
option).

                  (b) The exercise of an SAR granted in connection with an
option shall result in the cancellation of the option to which it relates with
respect to the same number of shares of Common Stock as to which the SAR was
exercised.

                  (c) An SAR granted in connection with an option shall be
exercisable or transferable only to the extent that such related option is
exercisable or transferable.

                  (d) Upon the exercise of an SAR related to an option, the
holder will be entitled to receive payment of an amount determined by
multiplying:


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                           (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 SAR (as determined by the Board in accordance
         with Section 8 hereof), by

                           (ii) the number of shares as to which such SAR is
         exercised.

                  (e) An SAR granted without relationship to an option shall be
exercisable as determined by the Board, but in no event after ten years from the
date of grant.

                  (f) An SAR granted without relationship to an option will
entitle the holder, upon exercise of the SAR, to receive payment of an amount
determined by multiplying:

                           (i) the difference obtained by subtracting the fair
         market value of a share of Common Stock on the date the SAR was granted
         from the fair market value of a share of Common Stock on the date of
         exercise of such SAR (as determined by the Board in accordance with
         Section 8 hereof), by

                           (ii) the number of shares as to which such SAR is
         exercised.

                  (g) Notwithstanding subsections (d) and (f) above, the Board
may limit the amount payable upon exercise of an SAR. Any such limitation shall
be determined as of the date of grant and noted on the instrument evidencing the
SAR granted.

                  (h) At the discretion of the Board, payment of the amount
determined under subsections (d) and (f) above may be made either in whole
shares of Common Stock valued at their fair market value on the date of exercise
of the SAR (as determined by the Board in accordance with Section 8 hereof), or
solely in cash, or in a combination of cash and shares. If the Board decides to
make full payment in shares of Common Stock and the amount payable results in a
fractional share, payment for the fractional share shall be made in cash.

                  (i) Neither an SAR nor an option granted in connection with an
SAR granted to a person subject to Section 16(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") may be exercised before six months
after the date of grant.

         14. RECAPITALIZATION, REORGANIZATION AND THE LIKE. In the event that
the outstanding shares of Common Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividends payable in capital stock, appropriate adjustment shall be made in
accordance with Section 424(a) of the Code in the number and kind of shares as
to which options and SARs may be granted under the Plan and as to which
outstanding options and SARs or portions thereof then unexercised shall be
exercisable, to the end that the proportionate interest of the grantee shall be
maintained as before the occurrence of such event; such



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adjustment in outstanding options and SARs shall be made without change in the
total price applicable to the unexercised portion of such options and SARs and
with a corresponding adjustment in the exercise price per share.

         In addition, unless otherwise determined by the Board in its sole
discretion, in the case of any Change in Control (as hereinafter defined) of the
Company, the purchaser(s) of the Company's assets or stock may, in his, her or
its discretion, deliver to the optionee the same kind of consideration that is
delivered to the stockholders of the Company as a result of such Change in
Control, or the Board may cancel all outstanding options and SARs in exchange
for consideration in cash or in kind which consideration in both cases shall be
equal in value to the value of those shares of stock or other Securities the
optionee would have received had the option been exercised (to the extent then
exercisable) and no disposition of the shares acquired upon such exercise been
made prior to such Change in Control, less the exercise price therefor. Upon
receipt of such consideration, the options and SARs shall immediately terminate
and be of no further force and effect. The value of the stock or other
securities the grantee would have received if the option had been exercised
shall be determined in good faith by the Board, and in the case of shares of
Common Stock, in accordance with the provisions of Section 8 hereof.

         Notwithstanding anything to the contrary contained in this Plan or the
option agreements executed in connection herewith, upon any Change in Control
under subsection (a), (b) or (c) of the following paragraph, all outstanding
options and SARs shall immediately become exercisable. Upon any Change in
Control under subsection (d) of the following paragraph, the Board shall have
the power and right, in its sole discretion, to accelerate the exercisability of
any outstanding options or SARs. Upon any acceleration pursuant to this
paragraph, any options or portion thereof originally designated as incentive
stock options that no longer qualify as incentive stock options under Section
422 of the Code as a result of such acceleration shall be redesignated as non
qualified stock options.

         For purposes hereof, a "Change in Control" shall mean:

                  (a) (i) a reorganization, merger, consolidation or other form
of corporate transaction or series of transactions, in each case, with respect
to which persons who were the stockholders of the Company immediately prior to
such reorganization, merger or consolidation or other transaction do not,
immediately thereafter, own more than fifty percent (50%) of the combined voting
power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting
securities, or (ii) a liquidation or dissolution of the Company or (iii) the
sale, lease, exchange or other disposition of all or substantially all of the
assets of the Company; or

                  (b) the acquisition by any person, or any two or more persons
acting as a group, and all affiliates of such person or persons, who prior to
such time owned less than fifty percent (50%) of the combined voting power
entitled to vote generally in the election of directors, of additional voting
power in one or more transactions, or series of transactions, such that
following such transaction or transactions, such person or group and affiliates
beneficially



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own fifty percent (50%) or more of the combined voting power entitled to vote
generally in the election of directors; or

                  (c) individuals who, as of the date hereof, constitute the
Company's Board (as of the date hereof the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the Directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of
this Agreement, considered as though such person were a member of the Incumbent
Board; or

                  (d) the acquisition (other than from the Company or its
subsidiaries) by any person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act, (excluding, for this purpose, the
Company or its subsidiaries, or any employee benefit plan of the Company or its
subsidiaries) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 19% or more of either the then
outstanding shares of the Company's Common Stock or the combined voting power of
the Company's then outstanding voting securities entitled to vote generally in
the election of directors.

         If by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation, the Board shall
authorize the issuance or assumption of a stock option or stock options in a
transaction to which Section 424(a) of the Code applies, then, notwithstanding
any other provision of the Plan, the Board may grant an option or options upon
such terms and conditions as it may deem appropriate for the purpose of
assumption of the old option, or substitution of a new option for the old
option, in conformity with the provisions of such Section 424(a) of the Code and
the Regulations thereunder, and any such option shall not reduce the number of
shares otherwise available for issuance under the Plan.

         No fraction of a share shall be purchasable or deliverable upon the
exercise of any option or SAR, but in the event any adjustment hereunder in the
number of shares covered by the option or SAR shall cause such number to include
a fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares.

         15. NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in the Plan or in
any option or SAR granted under the Plan shall confer upon any grantee any right
with respect to the continuation of his or her employment by the Company (or any
subsidiary) or interfere in any way with the right of the Company (or any
subsidiary), subject to the terms of any separate employment agreement to the
contrary, at any time to terminate such employment or to increase or decrease
the compensation of the grantee from the rate in existence at the time of the
grant of an option or SAR. Whether an authorized leave of absence, or absence in
military or government service, shall constitute termination of employment shall
be determined in accordance with Regulations Section 1.421-7(h)(2).



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         16. WITHHOLDING. The Company's obligation to deliver shares upon the
exercise of any non-qualified option or SAR granted under the Plan shall be
subject to the option holder's satisfaction of all applicable Federal, state and
local income and employment tax withholding requirements. The Company and
optionee may agree to withhold shares of Common Stock purchased upon exercise of
an option or SAR to satisfy the above-mentioned withholding requirements;
provided, however, that no such agreement may be made by a grantee who is an
"officer" or "director" within the meaning of Section 16 of the Exchange Act,
except pursuant to a standing election to so withhold shares of Common Stock
purchased upon exercise of an option, such election to be made not less than six
months prior to such exercise and which election may be revoked only upon six
months prior written notice.

         17. RESTRICTIONS ON ISSUANCE OF SHARES.

                  (a) Notwithstanding the provisions of Section 9 hereof, the
Company may delay the issuance of shares covered by the exercise of an option or
SAR and the delivery of a certificate for such shares until one of the following
conditions shall be satisfied:

                           (i) The shares with respect to which such option or
         SAR has been exercised are at the time of the issue of such shares
         effectively registered or qualified under applicable Federal and state
         securities acts now in force or as hereafter amended; or

                           (ii) Counsel for the Company shall have given an
         opinion, which opinion shall not be unreasonably conditioned or
         withheld, that such shares are exempt from registration and
         qualification under applicable Federal and state securities acts now in
         force or as hereafter amended.

                  (b) It is intended that all exercises of options and SARs
shall be effective, and the Company shall use its best efforts to bring about
compliance with the above conditions, within a reasonable time, except that the
Company shall be under no obligation to qualify shares or to cause a
registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issue of shares in
respect of which any option may be exercised, except as otherwise agreed to by
the Company in writing.

         18. PURCHASE FOR INVESTMENT; RIGHTS OF HOLDER ON SUBSEQUENT
REGISTRATION. Unless the shares to be issued upon exercise of an option or SAR
granted under the Plan have been effectively registered under the Securities Act
of 1933, as amended (the "1933 Act"), the Company shall be under no obligation
to issue any shares covered by any option or SAR unless the person who exercises
such option, in whole or in part, shall give a written representation and
undertaking to the Company which is satisfactory in form and scope to counsel
for the Company and upon which, in the opinion of such counsel, the Company may
reasonably rely, that he or she is acquiring the shares issued pursuant to such
exercise of the option or SAR for his or her own account as an investment and
not with a view to, or for sale in connection with, the distribution of any such
shares, and that he or she will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such transfer
under the 1933 Act, or any



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other applicable law, and that if shares are issued without such registration, a
legend to this effect may be endorsed upon the securities so issued.

         In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with respect to which an option or SAR shall have been exercised, or to qualify
any such shares for exception from the 1933 Act or other applicable statutes,
then the Company may take such action and may require from each grantee such
information in writing for use in any registration statement, supplementary
registration statement, prospectus, preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to the Company and its officers and directors from such holder against all
losses, claims, damages and liabilities arising from such use of the information
so furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein-
or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

         19. LOANS. At the discretion of the Board, the Company may loan to the
optionee some or all of the purchase price of the shares acquired upon exercise
of an option granted under the Plan.

         20. MODIFICATION OF OUTSTANDING OPTIONS AND SARS. Subject to
limitations contained herein, the Board may authorize the amendment of any
outstanding option or SAR with the consent of the grantee when and subject to
such conditions as are deemed to be in the best interests of the Company and in
accordance with the purposes of the Plan.

         21. APPROVAL OF STOCKHOLDERS. The Plan was approved by a majority vote
of the stockholders of the Company voting in person or by proxy at the Company's
1996 Annual Meeting of Stockholders. The Plan became effective on July 10, 1996
by resolution of the Board. The Plan was amended by the Board on October 8,
1998.

         22. TERMINATION AND AMENDMENT OF PLAN. Unless sooner terminated as
herein provided, the Plan shall terminate on July 9, 2006. The Board may at any
time terminate the Plan or make such modification or amendment thereof as it
deems advisable; provided, however, that (i) the Board may not, without approval
by a majority vote of the stockholders of the Company, increase the maximum
number of shares for which options and SARs may be granted or change the
designation of the class of persons eligible to receive options and SARs under
the Plan, and (ii) anysuch modification or amendment of the Plan shall be
approved by a majority vote of the stockholders of the Company to the extent
that such stockholder approval is necessary to comply with applicable provisions
of the Code, rules promulgated pursuant to Section 16 of the Exchange Act,
applicable state law, or applicable National Association of Securities Dealers,
Inc. or exchange listing requirements. Termination or any modification or
amendment of the Plan shall not, without the consent of an optionee, affect his
or her rights under an option or SAR theretofore granted to him or her.



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         23. LIMITATION OF RIGHTS IN THE UNDERLYING SHARES. A holder of an
option or SAR shall not be deemed for any purpose to be a stockholder of the
Company with respect to such option or SAR except to the extent that such option
or SAR shall have been exercised with respect thereto and, in addition, a stock
certificate shall have been issued theretofore and delivered to the holder.

         24. NOTICES. Any communication or notice required or permitted to be
given under the Plan shall be in writing, and mailed by registered or certified
mail or delivered by hand, if to the Company, to its principal place of
business, attention: Chairman, and, if to the holder of an option or SAR, to the
address as appearing on the records of the Company.



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