EXHIBIT 10.1


                           THE SPORTS AUTHORITY, INC.
                         MANAGEMENT STOCK PURCHASE PLAN

                     (AS AMENDED EFFECTIVE AUGUST 22, 1997)

1.       PURPOSES; CONSTRUCTION.

         The purposes of The Sports Authority, Inc. Management Stock Purchase
Plan (the "Plan") are to attract and retain highly-qualified executives, to
align executive and shareholder long-term interests by creating a direct link
between executive compen sation and shareholder return and to enable executives
to develop and maintain a substantial stock ownership position in The Sports
Authority, Inc., to provide incentives to such executives to contribute to the
success of the Company's businesses. The provi sions of the Plan are intended to
satisfy the requirements of Section 16(b) of the Securities Exchange Act of
1934, as amended from time to time, and shall be interpreted in a manner
consistent with the requirements thereof, as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.

2.       DEFINITIONS.

         As used in this Plan, the following words and phrases shall have the
meanings indicated:

         (a) "Agreement" shall mean an agreement entered into between the
Company and a Participant in connection with a grant under the Plan.

         (b) "Board" shall mean the Board of Directors of the Company.

         (c) "Annual Bonus" shall mean the bonus earned by a Participant under
the Annual Bonus Plan.

         (d) "Annual Bonus Plan" shall mean The Sports Authority, Inc. Annual
Incentive Bonus Plan, as amended from time to time.

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         (e) "Cause" shall mean the Participant's fraud, embezzlement,
defalcation, gross negligence in the performance or nonperformance of the
optionee's duties (other than as a result of Disability) or material failure or
refusal to perform the optionee's duties at any time while in the employ of the
Company or a Subsidiary.

         (f) "Change in Control" shall mean the occurrence of an event described
in Article 7 hereof.

         (g) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (h) "Committee" shall mean the Compensation Committee of the Board.

         (i) "Company" shall mean The Sports Authority, Inc., a corpora tion
organized under the laws of the State of Delaware, or any successor corporation.

         (j) "Disability" shall mean a Participant's total and permanent
inability to perform his or her duties with the Company (as defined by the
Company imme diately prior to the onset of the Disability) or any of its
affiliates by reason of any medi cally determinable physical or mental
impairment, as determined by a physician selected by the Participant and
acceptable to the Company.

         (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

         (l) "Fair Market Value" per Share or Restricted Share (or per share of
any stock) shall mean the closing price on the NYSE Composite Transactions Tape
(or its equivalent if the Shares or relevant shares are not traded on the New
York Stock Ex change) of such Share, in the case of a Share or Restricted Share
(or for a share of the relevant stock, as the case may be), for the trading day
immediately prior to the relevant valuation date, except that when a purchase of
Restricted Shares is made in connection with the initial public offering of the
Shares, the "Fair Market Value" of a Share shall be the initial public offering
price less underwriting fees and commissions.

         (m) "Participant" shall mean a person who is eligible to receive a
grant of Restricted Shares under Article 4 of the Plan and does receive a grant
of Restrict ed Shares under the Plan; all such grants are sometimes referred to
herein as purchases.

         (n) "Plan" shall mean The Sports Authority, Inc. Management Stock
Purchase Plan, as amended from time to time.

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         (o) "Restricted Period" shall have the meaning given in Section 6(d)
hereof.

         (p) "Restricted Share" or "Restricted Shares" shall mean the Shares
purchased hereunder subject to restrictions.

         (q) "Restricted Share Unit" or "Restricted Share Units" shall have the
meaning given in Section 6(h) hereof.

         (r) "Rule 16b-3" shall mean Rule 16b-3, as in effect from time to time,
promulgated by the Securities and Exchange Commission under Section 16 of the
Exchange Act, including any successor to such Rule.

         (s) "Section 16 Person" shall mean a Participant who is subject to the
reporting and short-swing liability provisions of Section 16 of the Exchange
Act.

         (t) "Shares" shall mean the common shares of the Company, $.01 par
value.

         (u) "Stock Option Plan" shall mean The Sports Authority, Inc. Stock
Option Plan, as amended from time to time.

         (v) "Subsidiary" shall mean any subsidiary of the Company (whether or
not a subsidiary at the date the Plan is adopted) which is designated by the
Committee or Board to participate in the Plan.

3.       SHARES.

         The maximum number of Shares which shall be reserved for the purchase
of Restricted Shares under the Plan shall be 314,647 Shares, which number shall
be sub ject to adjustment as provided in Article 8 hereof. Such Shares may be
either authorized but unissued Shares or Shares that shall have been or may be
reacquired by the Company.

         If any outstanding Restricted Shares under the Plan should be forfeited
and reacquired by the Company, the Shares so forfeited shall (unless the Plan
shall have been terminated) again become available for use under the Plan, to
the extent permitted by Rule 16b-3.

4.       ELIGIBILITY.

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         All Company officers and such key employees of the Company and its
Subsidiaries as are designated as participants in the Company's Annual Bonus
Plan shall be Participants in this Plan. Each Participant is required to use at
least 20 percent of his or her Annual Bonus (less applicable payroll deductions,
which shall not include Federal income tax withholding) to purchase Restricted
Shares granted pursuant to, and subject to the terms and conditions of, this
Plan. At the election of any Participant, he or she may use up to 100 percent of
the Annual Bonus (less applicable payroll deductions, which shall not include
Federal income tax withholding) to purchase Restricted Shares granted pursu ant
to, and subject to the terms and conditions of, this Plan. The amount of the
Annual Bonus used to purchase such Restricted Shares shall be calculated in
accordance with the Company's Annual Bonus Plan. Since the Restricted Shares are
"purchased" with part or all of the Annual Bonus, all Restricted Share grants
under this Plan are sometimes referred to herein as "purchases." Any election
described in this paragraph shall be made in accor dance with rules established
by the Committee; provided, however, that any such election by a Section 16
Person must be made at least six months prior to the day the amount of the
Section 16 Person's Annual Bonus is finally determined under the Annual Bonus
Plan (except, in the Committee's discretion, an election as to the first Annual
Bonus under the Annual Bonus Plan).

         Further, in connection with the initial public offering of the Shares,
the Committee may designate a Participant who is a key employee of the Company
or a Subsidiary as eligible to be given the one-time purchase opportunity
described in Article 5 hereof. In determining the individuals who shall be so
designated and size of the purchase opportunity to be given pursuant to Article
5 hereof, the Committee shall take into ac count the duties of the respective
individuals, their present and potential contributions to the success of the
Company and/or the relevant Subsidiary, and such other factors as the Committee
shall deem relevant in connection with accomplishing the purposes of the Plan.

         Further, in connection with the initial public offering of the Shares,
each employee of the Company or a Subsidiary who, immediately prior to the
commencement of such initial public offering, holds restricted shares of Kmart
Corporation which have been earned under the Kmart Corporation Performance
Restricted Stock Plan shall become a Participant for the limited purpose of
having such restricted shares of Kmart Corporation replaced by Restricted Shares
pursuant to Section 6(i) hereof. The Restricted Shares so issued shall be
governed by the provisions of the Plan.

5. OPPORTUNITY FOR ONE-TIME PURCHASE OF SHARES.

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         (a) UP TO $1 MILLION PURCHASE. Except as otherwise determined by the
Committee, in connection with the initial public offering of the Shares, each
Partici pant who is an officer or a key employee of the Company or a Subsidiary
and who is designated by the Committee shall be given a one-time opportunity to
use up to $1 million to purchase Restricted Shares.

         (b) SOURCE OF FUNDS. Subject to any limitations imposed by the
Committee in its discretion, a Participant who is designated pursuant to Section
5(a) hereof may use one or more of the following as sources for funds to
purchase Restricted Shares: (1) up to 100 percent of his or her Annual Bonus
(less applicable payroll deductions, which shall not include Federal income tax
withholding) for the year in which the initial public offering occurs; (2) up to
100 percent of his or her base salary (less appli cable payroll deductions,
which shall not include Federal income tax withholding) for the 12-month period
immediately following such initial public offering; (3) his or her own per sonal
funds; and (4) with respect to up to 50% of the Fair Market Value of the
Restricted Shares on the loan commitment date, any loan which the Committee may
advise such Par ticipant is being made available by a third-party lender and
which the Participant obtains at the time of purchase (a "Share Loan"). If a
Share Loan provides part of the funds used to purchase Restricted Shares, the
Share Loan documents between the third-party lender and the Participant may
effectively alter certain rights of the Participant. For example, a failure to
maintain a certain value-to-loan ratio or a failure by the Participant to make
timely pay ments required by the Share Loan documents may affect the
Participant's rights to the Restricted Shares or the value thereof or rights
otherwise provided herein.

         (c) TIME OF PAYMENT. A Participant shall make an initial payment at the
time of purchase, in cash (from the Participant's personal funds), of the
difference be tween the aggregate purchase cost of the Restricted Shares and the
sum of the portions of the Annual Bonus and salary which the Participant has
elected to apply to such purchase. Solely for the purpose of calculating such
initial cash payment, the product of multiplying the Participant's Annual Bonus
by the percentage thereof which the Participant has elected to apply to such
purchase shall be deemed to be equal to the product of multiplying the
Participant's targeted Annual Bonus by such percentage. At the time the actual
Annual Bonus for the year is paid, the Participant shall make an additional
payment, in cash, of any balance of the Restricted Share purchase cost remaining
after application of any percentage of the Annual Bonus elected by the
Participant at the time of purchase; any portion of his or her base salary
elected by the Participant at the time of purchase; and/or personal funds paid
at the time of purchase; and/or the proceeds of a Share Loan.

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         (d) FAILURE TO PAY. Except as otherwise determined by the Committee, if
a Participant fails to make full payment in accordance with Section 5(c) hereof
for a purchase of Restricted Shares hereunder, the Participant shall forfeit a
per centage of such Restricted Shares determined by dividing the amount payable
but not so paid by the Participant on account of such purchase by the total
purchase cost. Fractional Shares shall be disregarded.

         (e) ASSOCIATED OPTION GRANT UNDER STOCK OPTION PLAN. For each Share
purchased pursuant to Section 5(a) hereof, the Participant shall be granted an
option under the Stock Option Plan to acquire a Share at the initial offering
price less underwriting fees and commissions; provided, however, that, except as
determined by the Committee in its discretion in unusual circumstances, the
number of options so granted may not exceed the number of options for Shares
otherwise granted to such Participant under the Stock Option Plan in connection
with the initial public offering of the Shares. An option granted under the
Stock Option Plan pursuant to this Section 5(e) shall become exercisable no
earlier than the date on which full and timely payment for the related Re
stricted Share purchase hereunder has been made pursuant to Section 5(c) hereof
and to the extent the Participant shall fail to make such full and timely
payment, a proportionate number of Shares underlying such option shall be
immediately forfeited.

6.  RESTRICTED SHARES.

         Each purchase of Restricted Shares under the Plan shall be evidenced by
a written Agreement between the Company and the Participant, in such form as the
Com mittee shall from time to time approve, and shall comply with the following
terms and conditions (and with such other terms and conditions not inconsistent
with the terms of this Plan as the Committee, in its discretion, shall
establish):

         (a) NUMBER OF SHARES. Each Agreement shall state the number of
Restricted Shares to be purchased. Each Agreement shall also state whether the
Shares subject thereto are an optional purchase under Article 5 hereof, a
mandatory purchase under Article 4 hereof, an optional purchase under Article 4
hereof or a replacement of restricted shares of Kmart Corporation under Section
6(i) hereof.

         (b) PRICE. The price of each Restricted Share purchased under the Plan
(except Restricted Shares resulting from the replacement of restricted shares of
Kmart Corporation) shall be discounted 20 percent from its Fair Market Value.

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         (c) RESTRICTIONS. Except as may be authorized by the Committee in
connection with any Share Loan, Restricted Shares may not be sold, as signed,
transferred, pledged, hypothecated or otherwise disposed of (except by will or
the applicable laws of descent and distribution) during the Restricted Period.
The Committee may also impose such other restrictions and conditions on the
Restricted Shares as it deems appropriate. Upon the issuance of Restricted
Shares, either (i) a share certificate or certificates representing such
Restricted Shares shall be registered in the Participant's name, shall bear an
appropriate legend referring to the restrictions applicable thereto, and shall
be held in custody by an escrow agent appointed by the Committee for the account
of the Participant, or (ii) the Company's share transfer agent or other designee
shall credit such Restricted Shares to the Participant's Restricted Shares
account, which Shares shall be subject to the restrictions applicable thereto
under the Plan. Any attempt to dispose of any such Shares in contravention of
such restrictions shall be null and void and without effect.

         (d) RESTRICTED PERIOD. Subject to Sections 6(h) and 6(i) hereof and
subject to such exceptions as may be determined by the Committee in its
discretion, the Restricted Period for Restricted Shares purchased under the Plan
shall be three years from the date of purchase; provided, however, that the
Restricted Period for Restricted Shares purchased under Section 5 of the Plan in
connection with the initial public offering of the Shares shall terminate on
January 15, 1998. For purposes of calculating the Restricted Period, (i) the
date of purchase with respect to the one-time purchase opportunity shall be
deemed to be the date a Participant's decision to purchase becomes irrevocable,
and (ii) the date of purchase with respect to annual purchases shall be deemed
to be the date the Annual Bonus is payable.

         (e) TERMINATION OF EMPLOYMENT DURING RESTRICTED PERIOD. Except as
provided in this paragraph or in Section 6(g) hereof, if during the Restricted
Period a Participant's employment is terminated (either (i) for Cause by the
Company or a Subsidiary or (ii) for any reason by the Participant), the
Participant shall re ceive unrestricted Shares, having a Fair Market Value (or
cash, in the discretion of the Committee) equal to the lesser in value of (i)
the then-current Fair Market Value of all Re stricted Shares purchased under the
Plan and held by the Participant or (ii) the aggregate purchase cost to the
Participant of all Restricted Shares held by the Participant. Any addi tional
value shall be forfeited.

         If, during a Restricted Period, a Participant's employment is
terminated by the Company or a Subsidiary without Cause, the Participant shall
receive unrestricted Shares having a Fair Market Value (or cash, in the
discretion of the Commit-

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tee) equal to (i) the then-current Fair Market Value of a percentage of his or
her Re stricted Shares, such percentage to be computed by multiplying the number
of Restricted Shares purchased under the Plan by the Participant to which such
Restricted Period applies by a fraction, the numerator of which is the number of
months of employment completed during the applicable Restricted Period and the
denominator of which is thirty-six (36), plus (ii) as to the balance of such
Restricted Shares, the lesser of (x) the then-cur rent Fair Market Value of such
remaining Restricted Shares or (y) the aggregate purchase cost to the
Participant of such remaining Restricted Shares. Any additional value shall be
forfeited.

         If the employment of a Participant holding Restricted Share Units
terminates during the Restricted Period relating to such Restricted Share Units,
they shall be treated in a manner substantially equivalent to the treatment of
Restricted Shares set forth above.

         (f) OWNERSHIP. During the Restricted Period the Participant shall
possess all incidents of ownership of such Restricted Shares, including the
right to vote and to receive dividends with respect to such Shares, subject to
the restrictions and limitations described in this Article.

         (g) ACCELERATED LAPSE OF RESTRICTIONS. Upon the termination of a
Participant's employment which either (i) occurs after the Participant has
attained the age of 65 years with at least ten years of full-time service or
(ii) results from the Participant's death or Disability, or upon the occurrence
of a Change in Control, all re strictions then outstanding with respect to
Restricted Shares purchased hereunder (or any related Restricted Share Units)
shall automatically expire and be of no further force and effect. Additionally,
the Committee shall have the authority (and the Agreement may so provide) to
cancel all or any portion of any outstanding restrictions prior to the
expiration of the Restricted Period with respect to any or all of the Restricted
Shares (or Restricted Share Units) on such terms and conditions as the Committee
shall deem appropriate.

         (h) RESTRICTED SHARE UNITS. If, during the Restricted Period relating
to a Participant's Restricted Shares, the Committee determines that the Company
may lose its federal income tax deduction in connection with the future lapsing
of the restrictions on such Restricted Shares because of the deductibility cap
of Section 162(m) of the Code, the Committee, in its discretion, may convert
some or all of such Restricted Shares into an equal number of Restricted Share
Units, as to which payment will be postponed until such time as the payment will
not cause the Company to lose its federal income tax deduction for such payment
under Section 162(m). Until payment of

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the Restricted Share Units is made, the Participant will be credited with
dividend equivalents on the Restricted Share Units, which dividend equivalents
will be converted into additional Restricted Share Units. When payment of any
Restricted Share Units is made, it will be made in unrestricted Shares, except
as provided in Section 6(e) hereof.

         1. REPLACEMENT OF KMART RESTRICTED SHARES. If an employee of the
Company or any Subsidiary holds restricted shares of Kmart Corporation
immediately prior to the date of the commencement of the initial public offering
of the Shares which have been earned under the Kmart Corporation Performance
Restricted Stock Plan, such restricted shares of Kmart Corporation shall be
replaced by Restricted Shares hereunder on such date, subject to completion of
such initial public offering. The number of replacement Restricted Shares to be
issued shall equal the quotient obtained by dividing the aggregate Fair Market
Value of such shares of Kmart Corporation on such date (without regard to their
restrictions) by the initial public offering price of a Share (less underwriting
fees and commissions), with any fractional Share being disregarded. Such
replacement grants shall be deemed a purchase of Restricted Shares hereunder.
The restrictions on the replacement Restricted Shares shall lapse on the same
date the restric tions were to lapse on the restricted shares of Kmart
Corporation. Except as otherwise specifically provided in this Section 6(i), the
terms and conditions of the Restricted Shares shall be governed by the
provisions of this Plan.

7. CHANGE IN CONTROL OF THE COMPANY.

         The first to occur of any of the following events shall be deemed a
Change in Control of the Company; provided, however, that in no event shall the
initial public offering of the Shares be deemed a Change in Control of the
Company for purposes of this Plan:

                  (i) the "beneficial ownership" (as defined in Rule 13d-3 under
         the Exchange Act) of securities representing more than 20% of the
         combined voting power of the Company is acquired by any "person," as
         defined in sections 13(d) and 14(d) of the Exchange Act (other than
         Kmart Corporation, the Company, any trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or any
         corporation owned, directly or indirectly, by the shareholders of the
         Company in substantially the same proportions as their ownership of
         Shares of the Company, or any "person" acquiring such securities in a
         sale or transfer by Kmart Corporation in a transaction not involving a
         public offering), or

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                             (ii) the shareholders of the Company approve a
         definitive agreement to merge or consolidate the Company with or into
         another corporation or to sell or otherwise dispose of all or
         substantially all of its assets, or adopt a plan of liquidation, or

                             (iii) during any period of three consecutive years
         beginning after the completion of the initial public offering of the
         Shares, individuals who at the beginning of such period were members of
         the Board cease for any reason to constitute at least a majority
         thereof (unless the election, or the nomination for election by the
         Company's shareholders, of each new director was approved by a vote of
         at least a majority of the directors then still in office who were
         directors at the beginning of such period or whose election or
         nomination was previously so approved).

8.  EFFECT OF CERTAIN CHANGES.

         In the event of any extraordinary dividend, share dividend,
recapitalization, merger, consolidation, share split, warrant or rights
issuance, or combination or exchange of such shares, or other similar
transactions, the number of Shares available for purchase and the number of
outstanding Restricted Shares shall be equitably adjusted by the Committee to
reflect such event and preserve the value of such purchases and the Committee
may make such other adjustments to the terms of outstanding Restricted Shares as
it may deem equitable under the circumstances; provided, however, that any
fractional Shares resulting from such adjustment shall be eliminated.

9.  PAYMENT OF WITHHOLDING TAXES.

         The Committee shall have discretion to permit or require a Participant,
on such terms and conditions as it determines, to pay all or a portion of any
taxes arising in connection with a purchase of Restricted Shares hereunder or
the lapse of restrictions with respect thereto by having the applicable employer
withhold Shares or by the Participant's delivering other Shares having a
then-current Fair Market Value equal to the amount of taxes to be withheld.

10. RIGHTS AS A SHAREHOLDER.

         Except as provided in Section 6(f) hereof, a Participant shall have no
rights as a shareholder with respect to any Restricted Shares until the date of
the issuance of an unrestricted Share certificate to him or her for such Shares.
No adjustment shall be made

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for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distribution of other rights for which the record date is prior to
the date such Share certifi cate is issued, except as provided in Article 8
hereof.

11.  NO RIGHTS TO EMPLOYMENT.

         Nothing in the Plan or in any grant or purchase made or Agreement
entered into pursuant hereto shall confer upon any Participant the right to
continue in the employ of the Company or any Subsidiary or to be entitled to any
remuneration or benefits not set forth in the Plan or such Agreement or to
interfere with, or limit in any way, the right of the Company or any Subsidiary
to terminate such Participant's employment. Purchases made under the Plan shall
not be affected by any change in duties or position of a Participant as long as
such Participant continues to be employed by the Company or any Subsidiary.

12.      ADMINISTRATION.

         Prior to completion of the initial public offering of the Shares, the
Plan shall be administered by the Board (which, during such period, shall have
all the powers given herein to the Committee). From and after the completion of
such offering, the Plan shall be administered by the Committee. The Committee
shall consist of two or more persons each of whom is a "Non-Employee Director"
within the meaning of Rule 16b-3 under the Exchange Act. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of the
Agreements (which need not be identi cal); and to make all other determinations
deemed necessary or advisable for the administration of the Plan.

         The Board shall fill all vacancies, however caused, in the Committee.
The Board may from time to time appoint additional members to the Committee, and
may at any time remove one or more Committee members and substitute others. The
Committee may appoint a chairperson and a secretary and make such rules and
regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings. The Committee shall hold its meetings at
such times and places as it shall deem advisable. All determinations of the
Committee shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by unanimous

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written consent. The Committee 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
Committee 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
Committee or such person may have under the Plan. All decisions, determinations
and interpretations of the Committee shall be final and binding on all persons,
including the Company, the Participant (or any person claiming any rights under
the Plan from or through any Participant) and any shareholder.

         No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any grant
hereunder.

13. AMENDMENT AND TERMINATION OF THE PLAN.

         The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, that an amendment which requires
shareholder approval in order for the Plan to continue to comply with Rule 16b-3
or any other law, regulation or stock exchange requirement shall not be
effective unless approved by the requisite vote of shareholders. Except as
provided in Article 8 hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any purchase previously made, unless
the written consent of the Participant is obtained.

14.  GOVERNING LAW.

         The Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of Delaware
without giving effect to the choice of law principles thereof, except to the
extent that such law is preempted by federal law.

15.  APPROVAL OF SHAREHOLDERS.

         The Plan shall take effect upon its adoption by the Board but the Plan
(and any purchases made prior to the shareholder approval described in this
Article 15) shall be subject to the approval of the holders of a majority of the
securities of the Company pres ent, or represented, and entitled to vote at a
meeting of shareholders held in accordance with applicable law, which approval
must occur within twelve months of the date the Plan is adopted by the Board.

16. PERIOD DURING WHICH PURCHASES MAY BE MADE.

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         Purchases may be made pursuant to the Plan from time to time until
December 31, 2004. No purchases shall be made thereafter. However, the
Restricted Period of Restricted Shares purchased hereunder prior to such date
(or related Restricted Share Units) may extend beyond such date, and the
provisions of the Plan shall continue to apply to such Restricted Shares (or
related Restricted Share Units).

17. CURTAILMENT OF FUTURE PARTICIPATION IN THE PLAN.

         Notwithstanding anything else contained in the Plan, no additional
purchases of Restricted Shares shall be made under the Plan after May 30, 1996.

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