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                        WESTERN PACIFIC AIRLINES, INC.

                  AMENDED AND RESTATED 1994 STOCK OPTION PLAN

                      (as amended through April 19, 1996)

     1.   PURPOSES OF THE PLAN.  The purposes of this Stock Option Plan are:

          -    to attract and retain the best qualified personnel for positions
     of substantial responsibility,

          -     to provide additional incentive to Employees and Consultants,
     and

          -     to promote the success of the Company's business.

Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant.

     2.   DEFINITIONS.  As used herein, the following definitions shall apply:

          (a)  "ADMINISTRATOR" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Section 4 of the Plan.

          (b)  "APPLICABLE LAWS" means the legal requirements relating to the
administration of stock option plans under state corporate and securities laws
and the Code.

          (c)  "BOARD" means the Board of Directors of the Company.

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

          (e)  "COMMITTEE" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.

          (f)  "COMMON STOCK" means the Common Stock of the Company.

          (g)  "COMPANY" means Western Pacific Airlines, Inc., a Delaware
corporation.

          (h)  "CONSULTANT" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services and who is compensated
for such services, provided that the term "Consultant" shall not include
Directors who are paid only a director's fee by the Company or who are not
compensated by the Company for their services as Directors.

          (i)  "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means the
employment or consulting relationship is not interrupted or terminated by the
Company, any Parent or Subsidiary. Continuous Status as an Employee or
Consultant shall not be considered interrupted 

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in the case of: (i) any leave of absence approved by the Board, including 
sick leave, military leave, or any other personal leave; provided, however, 
that for purposes of Incentive Stock Options, any such leave may not exceed 
ninety (90) days, unless reemployment upon the expiration of such leave is 
guaranteed by contract (including certain Company policies) or statute; or 
(ii) transfers between locations of the Company or between the Company, its 
Parent, its Subsidiaries or its successor.

          (j)  "DIRECTOR" means a member of the Board.

          (k)  "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

          (l)  "DISINTERESTED PERSON" means a Director who either (i) was not
during the one year prior to service as an administrator of the Plan granted or
awarded equity securities pursuant to the Plan or any other plan of the Company
or any of its affiliates entitling the participants therein to acquire
securities of the Company or any of its affiliates except as permitted by Rule
16b-3 (c) (2) (i), or (ii) is otherwise considered to be a "disinterested
person" in accordance with Rule 16b-3(c)(2)(i), or any other applicable rules,
regulations or interpretations of the Securities and Exchange Commission.

          (m)  "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company.  Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

          (n)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          (o)  "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:

               (i)  If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc.
Automated Quotation ("Nasdaq") System, the Fair Market Value of a Share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on the last
market trading day prior to the day of determination, as reported in the Wall
Street Journal or such other source as the Administrator deems reliable;

               (ii) If the Common Stock is quoted on the Nasdaq System (but not
on the National Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and high asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other source as
the Administrator deems reliable;

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               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

          (p)  "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

          (q)  "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

          (r)  "NOTICE OF GRANT" means a written, notice evidencing certain
terms and conditions of an individual Option.  The Notice of Grant is part of
the Option Agreement.

          (s)  "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (t)  "OPTION" means a stock option granted pursuant to the Plan.

          (u)  "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant.  The Option Agreement is subject to the terms and conditions of the
Plan.

          (v)  "OPTIONED STOCK" means the Common Stock subject to an Option.

          (w)  "OPTIONEE" means an Employee or Consultant who holds an
outstanding Option.

          (x)  "PARENT" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (y)  "PLAN" means this 1994 Stock Option Plan.

          (z)  "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

          (aa) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

          (bb) "SUBSIDIARY" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

     3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is Two 

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Million Six Hundred Thousand (2,600,000) Shares of Common Stock.  The Shares 
may be authorized, but unissued, or reacquired Common Stock.  However, should 
the Company reacquire Shares which were issued pursuant to the exercise of an 
Option, such Shares shall not become available for future grant under the 
Plan.

     If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant under the Plan (unless the Plan has
terminated).

     4.   ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the
Board, unless and until a Committee is designated by the Board to administer
the Plan, which Committee shall be constituted of such number of Disinterested
Persons so as to comply with the rules governing a plan intended to qualify as
a discretionary plan under Rule 16b-3.  Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.  From time to time the Board may increase the size of the Committee and
appoint additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and remove all members
of the Committee and thereafter directly administer the Plan, all to the extent
permitted by the rules governing a plan intended to qualify as a discretionary
plan under Rule 16b-3.  Any requirement that an administrator of the Plan be a
Disinterested Person shall not apply (i) prior to the date of the first
registration of any equity security of the Company under Section 12 of the
Exchange Act, or (ii) if the Board or Committee expressly declares that such
requirement shall not apply.  Any Disinterested Person shall otherwise comply
with the requirements of Rule 16b-3.

          (a)  POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

               (i)   to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(n) of the Plan;

               (ii)  to select the Consultants and Employees to whom Options may
be granted hereunder;

               (iii) to determine whether and to what extent Options or any
combination thereof, are granted hereunder;

               (iv)  to determine the number of Shares of Common Stock to be
covered by each Option granted hereunder;

               (v)   to approve forms of agreement for use under the Plan;

               (vi)  to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder.  Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options may be exercised (which may 

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be based on performance criteria), and any restriction or limitation, or any 
vesting acceleration or waiver of forfeiture restrictions regarding any 
Option or the Shares of Common Stock relating thereto, based in each case on 
such factors as the Administrator, in its sole discretion, shall determine;

               (vii)  to determine whether, to what extent and under what
circumstances Common Stock and other amounts payable with respect to an award
under this Plan shall be deferred either automatically or at the election of
the participant (including providing for and determining the amount (if any) of
any deemed earnings on any deferred amount during any deferral period);

               (viii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;

               (ix)   to construe and interpret the terms of the Plan;

               (x)    to prescribe, amend and rescind rules and regulations
relating to the Plan;

               (xi)   to modify or amend each Option (subject to Section 14 (c)
of the Plan);

               (xii)  provide for conditions and assurances deemed necessary
or advisable to protect the interests of the Company; and

               (xiii) to make all other determinations deemed necessary or
advisable for administering the Plan.

          (b)  LIABILITY; EFFECT OF ADMINISTRATOR'S DECISION.  No person
serving as Administrator shall be liable for any action or determination made
in good faith.  The determinations, interpretations and other actions of the
Administrator pursuant to the provisions of the Plan shall be binding and
conclusive for all purposes and on all persons.

     5.   ELIGIBILITY.  Nonstatutory Stock Options may be granted to Employees
and Consultants.  Incentive Stock Options may be granted only to Employees.  If
otherwise eligible, an Employee or Consultant who has been granted an Option
may be granted additional Options.

     A Director shall in no event be eligible for the benefits of the Plan
unless at the time discretion is exercised in the selection of the Director as
a person to whom Options may be granted, or in the determination of the number
of Shares which may be covered by Options granted to the Director: (i) the
Board has delegated its discretionary authority over the Plan to a Committee
which consists solely of Disinterested Persons; or (ii) the Plan otherwise
complies with the requirements of Rule 16b-3. The Board shall otherwise comply
with the requirements of 

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Rule 16b-3.  The foregoing sentence shall not apply prior to the date of the 
first registration of an equity security of the Company under Section 12 of 
the Exchange Act.

     6.   LIMITATIONS.

          (a)  Each Option shall be designated in the Notice of Grant as 
either an Incentive Stock Option or a Nonstatutory Stock Option.  However, 
notwithstanding such designations, to the extent that the aggregate Fair 
Market Value: (i) of Shares subject to an Optionee's incentive stock options 
granted by the Company, any Parent or Subsidiary, which (ii) become 
exercisable for the first time during any calendar year (under all plans of 
the Company or any Parent or Subsidiary) exceeds $100,000, such excess 
Options shall be treated as Nonstatutory Stock Options.  For purposes of this 
Section 6 (a), incentive stock options shall be taken into account in the 
order in which they were granted, and the Fair Market Value of the Shares 
shall be determined as of the time of grant.

          (b)  Neither the Plan nor any Option shall confer upon an Optionee
any right with respect to continuing the Optionee's employment or consulting
relationship with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time, with or without cause.

     7.   TERM OF PLAN.  Subject to Section 18 of the Plan, the Plan shall
become effective upon the earlier to occur of its adoption by the Board or its
approval by the shareholders of the Company as described in Section 18 of the
Plan.  It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 14 of the Plan.

     8.   TERM OF OPTION.  The term of each Option shall be stated in the
Notice of Grant; provided, however, that in the case of an Incentive Stock
Option, the term shall be ten (10) years from the date of grant or such shorter
term as may be provided in the Notice of Grant.  However, in the case of an
Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant or such shorter term as
may be provided in the Notice of Grant.

     9.   OPTION EXERCISE PRICE AND CONSIDERATION.

          (a)  EXERCISE PRICE.  The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

               (i)  In the case of an Incentive Stock Option:

                    (A)  granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant; or

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                    (B)  granted to any Employee, the per Share exercise price
shall be no less than 100% of the Fair Market Value per Share on the date of
grant.

               (ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.

          (b)  WAITING PERIOD AND EXERCISE DATES.  At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.  In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.

          (c)  FORM OF CONSIDERATION.  The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment.  In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant.  Such
consideration may consist entirely of:

               (i)   cash,

               (ii)  check,

               (iii) promissory note,

               (iv) other Shares which (A) in the case of Shares acquired upon
exercise of an Option, have been owned by the Optionee for more than six months
on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised,

               (v)   delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company
the amount of sale or loan proceeds required to pay the exercise price,

               (vi)  any combination of the foregoing methods of payment, or

               (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

     10.  EXERCISE OF OPTION.

          (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  Any Option
granted hereunder shall be exercisable according to the terms of the Plan and
at such times and under such conditions as determined by the Administrator and
set forth in the Option Agreement.

     An Option may not be exercised for a fraction of a Share.

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     An Option shall be deemed exercised when the Company receives:  (i)
written notice of exercise (in accordance with the Option Agreement) from the
person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised.  Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.  Until the stock
certificate evidencing such Shares is issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option.  The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised.  No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12 of the
Plan.

     Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

          (b)  TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.  In the
event an Optionee's Continuous Status as an Employee or Consultant terminates
(other than upon the Optionee's death or Disability or Cause (as defined in (e)
below)), the Optionee may exercise his or her Option, but only within such
period of time as is determined by the Administrator, and, unless the
Administrator determines otherwise at such termination, only to the extent that
the Optionee was entitled to exercise at the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the
Notice of Grant).  In the case of an Incentive Stock Option, the Administrator
shall determine such period of time (in no event to exceed ninety (90) days
from the date of termination) when the Option is granted.  If, at the date of
termination, the Optionee is not entitled to exercise his or her entire Option,
the Shares covered by the unexercisable portion of the Option shall revert to
the Plan.  If, after termination, the Optionee does not exercise his or her
Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (c)  DISABILITY OF OPTIONEE.  In the event an Optionee's Continuous
Status as an Employee or Consultant terminates as a result of the Optionee's
Disability, the Optionee may exercise his or her Option, but only within twelve
(12) months from the date of such termination, and only to the extent that the
Optionee was entitled to exercise it at the date of such termination (but in no
event later than the expiration of the term of such Option as set forth in the
Notice of Grant).  If, at the date of termination, the Optionee is not entitled
to exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan.  If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

          (d)  DEATH OF OPTIONEE.  In the event of the death of an Optionee,
the Option may be exercised, at any time within twelve (12) months following
the date of death (but in no event later than the expiration of the term of
such Option as set forth in the Notice of Grant), by 

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the Optionee's estate or by a person who acquired the right to exercise the 
Option by bequest or inheritance, but only to the extent the Optionee was 
entitled to exercise the Option at the date of death.  If, at the time of 
death, the Optionee was not entitled to exercise his or her entire Option, 
the Shares covered by the unexercisable portion of the Option shall revert to 
the Plan.  If, after death, the Optionee's estate or a person who acquired 
the right to exercise the Option by bequest or inheritance does not exercise 
the Option within the time specified herein, the Option shall terminate, and 
the Shares covered by such Option shall revert to the Plan.

          (e)  SUSPENSION OR TERMINATION OF OPTION.  The President of the
Company or his designee may suspend or terminate the Optionee's right to
exercise any Option if such Optionee's Continuous Status as an Employee or
Consultant is terminated for "cause."  For purposes only of this Section 10(e)
"cause" means a judicial determination that an Optionee has committed an act of
embezzlement, intentional misrepresentation, misappropriation or conversion of
assets of the Company or any Parent or Subsidiary.

     11.  NON-TRANSFERABILITY OF OPTIONS.  An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution or, with respect to a
Nonstatutory Stock Option, pursuant to a qualified domestic relations order as
defined in the Code and may be exercised, during the lifetime of the Optionee,
only by the Optionee or someone designated in the qualified domestic relations
order.

     12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER,
ASSET SALE OR CHANGE OF CONTROL.

          (a)  CHANGES IN CAPITALIZATION.   If the Company shall at any time
change the number of issued Shares without new consideration to the Company
(such as by stock dividend, stock split, recapitalization, reorganization,
exchange of shares, liquidation, combination or other change in corporate
structure affecting the Shares) or make a distribution of cash or property
which has a substantial impact on the value of issued Shares, an adjustment
shall be made in the number and class of Shares which may be delivered under
the Plan (including individual limits), and in the number and class of and/or
price of Shares subject to outstanding Options granted under the Plan, as may
be determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights.  Except as expressly
provided herein, no issuance by the Company of Shares of stock of any class, or
securities convertible into Shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Option.

          (b)  DISSOLUTION OR LIQUIDATION.  In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action.  The Board may, in the exercise of its
sole discretion in such instances, declare that any Option shall terminate as
of a date fixed by the Board and give each Optionee the right to exercise his
or her Option as to all or any part of the Optioned Stock, including Shares as
to which the Option, would not otherwise be exercisable.

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          (c)  MERGER OR ASSET SALE.  Subject to the provisions of paragraph
(d) hereof, in the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company,
each outstanding Option shall be assumed or an equivalent Option or right shall
be substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  In the event that the successor corporation does not
agree to assume the Option or to substitute an equivalent Option or right, the
Administrator shall, in lieu of such assumption or substitution, provide for
the Optionee to have the right to exercise the Option as to all of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable.  If
the Administrator makes an Option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator
shall notify the Optionee that the Option shall be fully exercisable for a
period of fifteen (15) days from the date of such notice, and the Option will
terminate upon the expiration of such period.  For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger or
sale of assets, the Option or right confers the right to purchase, for each
Share of Optioned Stock subject to the Option immediately prior to the merger
or sale of assets, the consideration (whether stock, cash, or other securities
or property) received in the merger or sale of assets by holders of Common
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of assets
was not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation and the
participant, provide for the consideration to be received upon the exercise of
the Option, for each Share of Optioned Stock subject to the Option, to be
solely common stock of the successor corporation or its Parent equal in Fair
Market Value to the per share consideration received by holders of Common Stock
in the merger or sale of assets.

          (d)  CHANGE OF CONTROL.  In the event of a "Change in Control" of the
Company, as defined in paragraph (e) below, unless otherwise determined by the
Board prior to the occurrence of such Change in Control, the following
acceleration and valuation provisions shall apply:

               (i)  Any Options outstanding as of the date such Change in
Control is determined to have occurred that are not yet exercisable and vested
on such date shall become fully exercisable and vested;

               (ii) To the extent they are exercisable and vested, the value of
all outstanding Options, unless otherwise determined by the Board at or after
grant, shall be cashed out at the Change in Control Price, reduced by the
exercise price applicable to such Options.  The cash out proceeds shall be paid
to the Optionee or, in the event of death of an Optionee prior to payment, to
the estate of the Optionee or to a person who acquired the right to exercise
the Option by bequest or inheritance.

          (e)  DEFINITION OF "CHANGE IN CONTROL".  For purposes of this Section
12, a "Change in Control" means the happening of any of the following after the
registration by the Company of a class of securities of the Company under the
Exchange Act:

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               (i)   When any "person," as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act (other than the Company, a Subsidiary
or a Company employee benefit plan, including any trustee of such plan acting
as trustee) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting power in the
election of directors of the Company's then outstanding securities; or

               (ii)  At any time during any period of three consecutive
years or less, individuals who at the beginning of such period constitute the
Board (and any new Director whose election by the Board or whose nomination for
election by the Company's shareholders was approved by a vote of at least two-
thirds of the Directors then still in office who either were Directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority thereof;
or

               (iii) A tender offer or exchange offer to acquire securities 
of the Company (other than such an offer made by the Company or any Subsidiary),
whether or not such offer is approved or opposed by the Board is made to 
acquire securities of the Company entitling the holders thereof to 20% or more
of the voting power in the election of directors of the Company; or

               (iv)  The stockholders of the Company shall approve a merger,
consolidation, share exchange, division or sale or other disposition of assets
of the Company as a result of which the stockholders of the Company immediately
prior to such transaction shall not hold, directly or indirectly, immediately
following such transaction a majority of the voting power in the election of
directors of (i) in the case of a merger or consolidation, the surviving or
resulting corporation, (ii) in the case of a share exchange, the acquiring
corporation or (iii) in the case of a division or a sale or other disposition
of assets, each surviving, resulting or acquiring corporation which,
immediately following the transaction, holds more than 10% of the consolidated
assets of the Company immediately prior to the transaction; provided, however,
that (i) if securities beneficially owned by an Optionee are included in
determining the beneficial ownership of a Person referred to in clause (i),
(ii) an Optionee is required to be named pursuant to Item 2 of the Schedule 14D-
1 (or any similar successor filing requirement) required to be filed by the
bidder making a tender offer referred to in clause (iii), then no Change of
Control with respect to such Optionee shall be deemed to have occurred by
reason of such event

          (f)  CHANGE IN CONTROL PRICE.  For purposes of this Section 12,
"Change in Control Price" shall be, as determined by the Board, (i) the highest
closing sale price of a Share of Common Stock as reported by the Nasdaq
National Market System and as appearing in the Wall Street Journal (or, in the
event the Common Stock is listed on a stock exchange, the highest closing price
as reported in the Wall Street Journal or such other source of composite
quotations as the Board deems reliable), at any time within the 60-day period
immediately preceding the date of determination of the Change in Control Price
by the Board (the "60-Day Period"), or (ii) the highest price paid or offered,
as determined by the Board, in any bona fide transaction or bona fide offer
related to the Change in Control of the Company, at any time within the 60-Day

<PAGE>

Period, or (iii) some lower price as the Board, in its discretion, determines
to be a reasonable estimate of the fair market value of a Share of Common
Stock.

     13.  DATE OF GRANT.  The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.

     14.  AMENDMENT AND TERMINATION OF THE PLAN.

          (a)  AMENDMENT AND TERMINATION.  The Board may at any time amend,
modify, suspend or terminate the Plan.

          (b)  SHAREHOLDER APPROVAL.  The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is listed or
quoted) Such shareholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or
regulation.

          (c)  EFFECT OF AMENDMENT OR TERMINATION.  No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.

     15.  CONDITIONS UPON ISSUANCE OF SHARES.

          (a)  LEGAL COMPLIANCE.  Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange or quotation system upon which the Shares
may then be listed or quoted, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

          (b)  INVESTMENT REPRESENTATIONS.  As a condition to the exercise of
an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

          (c)  OPTION AGREEMENT.  As a condition to the grant of an Option, the
Administrator may require the Optionee to enter into an Option Agreement in the
form determined by the Administrator.

<PAGE>

     16.  LIABILITY OF COMPANY.

          (a)  INABILITY TO OBTAIN AUTHORITY.  The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

          (b)  GRANTS EXCEEDING ALLOTTED SHARES.  If the Optioned Stock covered
by an Option exceeds, as of the date of grant, the number of Shares which may
be issued under the Plan without additional shareholder approval, such Option
or Stock Purchase shall be void with respect to such excess Optioned Stock,
unless shareholder approval of an amendment sufficiently increasing the number
of Shares subject to the Plan is timely obtained in accordance with Section
14(b) of the Plan.

     17.  RESERVATION OF SHARES.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     18.  SHAREHOLDER APPROVAL.  Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the manner and to the degree required under applicable federal and state law.

     19.  INFORMATION TO OPTIONEES.  The Company shall provide each Optionee,
while such Optionee has one or more Options outstanding, with copies of all
annual reports and other information which are provided to all shareholders of
the Company.  The Company shall not be required to provide such information if
the issuance of Options under the Plan is limited to key Employees whose duties
in connection with the Company assure their access to equivalent information.

     20.  WITHHOLDING OF TAX.  To the extent required by applicable federal,
state or local law and regulation, each Non-Employee Director shall make
arrangement satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise by reason of an Option exercise or sale of Shares.
The Company shall have no obligation to issue Shares until such obligations are
satisfied.  The Administrator may require these obligations to be satisfied by
having the Company withhold a portion of the Shares of Common Stock otherwise
issuable upon exercise of the Option, or to the extent permitted, by tendering
shares previously acquired.

     21.  FEDERAL SECURITIES LAW REQUIREMENTS.  With respect to persons subject
to Section 16 of the Exchange Act, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act.  To the extent any provision of the Plan or action by the Board
or any committee thereof fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Board or any 
committee thereof.