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                                                                  EXHIBIT 10.10



                              AMENDED AND RESTATED
                             ON COMMAND CORPORATION
                     1997 NON-EMPLOYEE DIRECTORS STOCK PLAN

         On Command Corporation (the "Company"), a Delaware corporation, hereby
adopts this Amended and Restated 1997 Non-employee Directors Stock Plan (the
"Plan"), effective upon the later to occur of: (i) affirmative vote of at least
50.1% of the Company's stockholders and (ii) the initial registration statement
filed with the Securities and Exchange Commission (the "SEC" or "Commission")
covering the shares subject to this Plan (as set forth in Article II, Section 1
below) is effective or deemed effective, for the benefit of its eligible
Independent Directors (as such term is defined below).

         The purposes of this Plan are as follows:

         (1) To provide an additional incentive for Directors of the Company to
further the growth, development and financial success of the Company by
personally benefiting through the ownership of Company stock and rights which
recognize such growth, development and financial success.

         (2) To enable the Company to obtain and retain the services of
Directors considered essential to the long range success of the Company by
offering them an opportunity to own stock in the Company and rights which will
reflect the growth, development and financial success of the Company.

                                    ARTICLE I

                                   DEFINITIONS

         I.1 General. Wherever the following terms are used in this Plan they
shall have the meaning specified below, unless the context clearly indicates
otherwise.

         I.2 "Board" shall mean the Board of Directors of the Company.

         I.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.

         I.4 "Common Stock" shall mean the common stock of the Company, par
value $.01 per share, and any equity security of the Company issued or
authorized to be issued in the future, but excluding any warrants, options or
other rights to purchase Common Stock. Debt securities of the Company
convertible into Common Stock shall be deemed equity securities of the Company.

         I.5 "Company" shall mean On Command Corporation, a Delaware
corporation.

         I.6 "Corporate Transaction" shall mean any of the following
stockholder-approved transactions to which the Company is a party:

                  (a) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State in which the Company is incorporated, form a holding company or
effect a similar reorganization as to form whereupon this Plan and all Options
are assumed by the successor entity;



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                  (b) the sale, transfer, exchange or other disposition of all
or substantially all of the assets of the Company, in complete liquidation or
dissolution of the Company in a transaction not covered by the exceptions to
clause (a), above; or

                  (c) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to a person or person different from those who held such securities
immediately prior to such merger.

         I.7 "Director" shall mean a member of the Board.

         I.8 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         I.9 "Fair Market Value" of a share of Common Stock as of a given date
shall be (i) the mean between the highest and lowest selling price of a share of
Common Stock on the principal exchange on which shares of Common Stock are then
trading, if any, on such date, or if shares were not traded on such date, then
on the closest preceding date on which a trade occurred, or (ii) if Common Stock
is not traded on an exchange, the mean between the closing representative bid
and asked prices for the Common Stock on such date as reported by NASDAQ or, if
NASDAQ is not then in existence, by its successor quotation system; or (iii) if
Common Stock is not publicly traded, the Fair Market Value of a share of Common
Stock as established by the Board acting in good faith.

         I.10 "Independent Director" shall mean a Director who is not an
employee of the Company nor an officer or employee of Ascent Entertainment
Group, Inc. so long as Ascent Entertainment, Inc., directly or indirectly holds
50% or more of the outstanding Common Stock.

         I.11 "Option" shall mean a stock option granted under Article III of
this Plan.

         I.12 "Optionee" shall mean an Independent Director granted an Option
under this Plan.

         I.13 "Plan" shall mean the 1997 Non-employee Directors Stock Plan.

         I.14 "Registration Statement" shall mean the Company's Form S-8
Registration Statement to be filed with the Securities and Exchange Commission
in connection with this Plan.

         I.15 "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange
Act, as such Rule may be amended from time to time.

         I.16 "Stock Award" shall mean an award of shares of Common Stock.

         I.17 "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

         I.18 "Termination of Directorship" shall mean the time when an Optionee
ceases to be a Director for any reason, including, but not by way of limitation,
a termination by resignation, failure to be elected, death or retirement. The
Board, in its sole and absolute discretion, shall determine the effect of all
matters and questions relating to Termination of Directorship.



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                                   ARTICLE II

                             SHARES SUBJECT TO PLAN

         II.1 Shares Subject to Plan. The shares of stock subject to Options and
Stock Awards shall be Common Stock, initially shares of the Company's Common
Stock, par value $.01 per share. The aggregate number of such shares which may
be issued upon exercise of such options or upon any such awards under the Plan
shall not exceed 310,000 (Three hundred ten thousand).

         II.2 Unexercised Options. If any Option expires or is cancelled without
having been fully exercised, the number of shares subject to such Option but as
to which such Option was not exercised prior to its expiration or cancellation
may again be optioned hereunder, subject to the limitations of Section II.1.

                                   ARTICLE III

                               GRANTING OF OPTIONS

         III.1 Eligibility. Each Independent Director of the Company shall be
eligible to be granted Options at the times and in the manner set forth in
Section III.2.

         III.2 Granting of Options. Each individual serving as an Independent
Director on November 23, 1998, or elected and serving as an Independent Director
following such date, shall be granted an Option to acquire 50,000 shares of
Common Stock as of either November 23, 1998 for those Independent Directors who
are then members of the Board of Directors, or as of the date such individual
first commences serving as an Independent Director thereafter. Any Independent
Director who receives such an Option will not be eligible to receive an
additional Option until the fifth annual meeting of stockholders after the
original grant.

                                   ARTICLE IV

                                TERMS OF OPTIONS

         IV.1 Option Agreement. Each Option shall be evidenced by a written
Stock Option Agreement, which shall be executed by the Optionee and an
authorized officer of the Company and which shall contain such terms and
conditions as the Board shall determine, consistent with this Plan.

         IV.2 Option Price. The price per share of the shares subject to each
Option shall be the Fair Market Value of a share of Common Stock on the date of
grant of the Option.

         IV.3 Option Term. The term of an Option shall be ten (10) years from
the date the Option is granted.



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         IV.4 Option Vesting

                  (a) Except as set forth below in subsection (b), each Option
shall vest as follows:

<TABLE>
<CAPTION>
                                                              PERCENT OF OPTION
TIME FROM GRANT DATE                                          WHICH IS EXERCISABLE
--------------------                                          --------------------
<S>                                                           <C>
Prior to the first anniversary of the Grant Date                      0%
On the first anniversary of the Grant Date                           25%
On the second anniversary of the Grant Date                          50%
On the third anniversary of the Grant Date                          100%
</TABLE>


                  (b) No portion of an Option which is unexercisable at
Termination of Directorship shall thereafter become exercisable.

         IV.5 Consideration. In consideration of the granting of an Option, the
Optionee shall agree, in the written Stock Option Agreement, to serve as an
Independent Director of the Company or any Subsidiary until the next annual
meeting of stockholders of the Company. Nothing in this Plan or in any Stock
Option Agreement hereunder shall interfere with or restrict in any way the
rights of the Company and any Subsidiary, which are hereby expressly reserved,
to discharge any Optionee at any time for any reason whatsoever, with or without
good cause.

                                    ARTICLE V
                               EXERCISE OF OPTIONS

         V.1 Partial Exercise. An exercisable Option may be exercised in whole
or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Board may require that, by the terms of the Option, a
partial exercise be with respect to a minimum number of shares.

         V.2 Manner of Exercise. All or a portion of an exercisable Option shall
be deemed exercised upon delivery of all of the following to the Secretary of
the Company or his/her office:

                  (a) A written notice complying with the applicable rules
established by the Board stating that the Option, or a portion thereof, is
exercised. The notice shall be signed by the Optionee or other person then
entitled to exercise the Option or such portion;

                  (b) Such representations and documents as the Board, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal or state securities laws or regulations. The Board may, in its absolute
discretion, also take whatever additional actions it deems appropriate to effect
such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer notices to agents and registrars;

                  (c) In the event that the Option shall be exercised pursuant
to Section X.1 by any person or persons other than the Optionee, appropriate
proof of the right of such person or persons to exercise the Option; and

                  (d) Full cash payment to the Secretary of the Company for the
shares with respect to which the Option, or portion thereof, is exercised.
However, at the discretion of the Board the terms of the Option may (i) allow a
delay in payment up to thirty (30) days from the date the Option, or portion
thereof, is exercised; (ii) allow payment, in whole or in part, through the
delivery of shares of Common Stock owned by the Optionee for a period of not
less than six months, duly endorsed for transfer to the Company with a Fair



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Market Value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof; (iii) allow payment, in whole or in
part, through the delivery of property of any kind which constitutes good and
valuable consideration; (iv) allow payment, in whole or in part, through the
delivery of a full recourse promissory note bearing interest (at no less than
such rate as shall then preclude the imputation of interest under the Code) and
payable upon such terms as may be prescribed by the Board, or (v) allow payment
through any combination of the consideration provided in the foregoing
subparagraphs (ii), (iii) and (iv). In the case of a promissory note, the Board
may also prescribe the form of such note and the security to be given for such
note. The Option may not be exercised, however, by delivery of a promissory note
or by a loan from the Company when or where such loan or other extension of
credit is prohibited by law.

         V.3 Certain Timing Requirements. At the discretion of the Board, shares
of Common Stock issuable to the Optionee upon exercise of the Option may be used
to satisfy the Option exercise price or the tax withholding consequences of such
exercise, in the case of persons subject to Section 16 of the Exchange Act, only
(i) during the period beginning on the third business day following the date of
release of the quarterly or annual summary statement of sales and earnings of
the Company and ending on the twelfth business day following such date or (ii)
pursuant to an irrevocable written election by the Optionee to use shares of
Common Stock issuable to the Optionee upon exercise of the Option to pay all or
part of the Option price or the withholding taxes made at least six months prior
to the payment of such Option price or withholding taxes.

         V.4 Conditions to Issuance of Stock Certificates. The Company shall not
be required to issue or deliver any certificate or certificates for shares of
stock purchased upon the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:


                  (a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;

                  (b) The completion of any registration or other qualification
of such shares under any state or federal law, or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body which the Board shall, in its absolute discretion, deem
necessary or advisable;

                  (c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Board shall, in its absolute
discretion, determine to be necessary or advisable;

                  (d) The lapse of such reasonable period of time following the
exercise of the Option as the Board may establish from time to time for reasons
of administrative convenience; and

                  (e) The receipt by the Company of full payment for such
shares, including payment of any applicable withholding tax.

         V.5 Rights as Stockholders. The holders of Options shall not be, nor
have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option unless and
until certificates representing such shares have been issued by the Company to
such holders.

         V.6 Ownership and Transfer Restrictions. The Board, in its discretion,
may impose such restrictions on the ownership and transferability of the shares
purchasable upon the exercise of an Option as it deems appropriate. Any such
restriction shall be set forth in the respective Stock Option Agreement and may
be referred to on the certificates evidencing such shares.



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         V.7 Limitations on Exercise of Options. No Option may be exercised to
any extent by anyone after the first to occur of the following events:

                  (a) The expiration of twelve (12) months from the date of the
Optionee's death;

                  (b) the expiration of twelve (12) months from the date of the
Optionee's Termination of Directorship by reason of his/her permanent and total
disability (within the meaning of Section 22(e)(3) of the Code);

                  (c) the expiration of three (3) months from the date of the
Optionee's Termination of Directorship for any reason other than such Optionee's
death or his/her permanent and total disability, unless the Optionee dies within
said three-month period;

                  (d) a Corporate Transaction; provided, however, that any
Option granted or deemed regranted within six months of such Corporate
Transaction shall remain exercisable until the expiration of six months and one
day from the later of the date such Option was granted or the date such Option
was deemed regranted; or


                  (e) The expiration of ten years from the date the Option was
granted.

                                   ARTICLE VI
                                  STOCK AWARDS

         VI.1 Eligibility. Each Independent Director of the Company shall be
eligible to be granted Stock Awards at the times and in the manner set forth in
Section VI.2.

         VI.2 Granting of Stock Awards

                  (a) On the date that the Company's Registration Statement is
declared or deemed to be effective by the Securities Exchange Commission, each
individual then serving as an Independent Director (or nominated for election at
the first shareholder's meeting to elect Directors following such date) shall be
granted a Stock Award of 400 shares of Common Stock.

                  (b) As of the close of each annual shareholder's meeting at
which Directors are elected, each individual then serving as an Independent
Director shall be granted a Stock Award of 400 shares of Common Stock.

                                   ARTICLE VII
                                 ADMINISTRATION

         VII.1 Duties and Powers of Board. It shall be the duty of the Board to
conduct the general administration of this Plan in accordance with its
provisions. The Board shall have the power to interpret this Plan and the
agreements pursuant to which Options are granted, and to adopt such rules for
the administration, interpretation, and application of this Plan as are
consistent therewith and to interpret, amend or revoke any such rules. Any such
grant under this Plan need not be the same with respect to each Optionee.



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         VII.2 Majority Rule. The Board shall act by a majority of its members
in attendance at a meeting at which a quorum is present or by a memorandum or
other written instrument signed by all members of the Board.

         VII.3 Compensation; Professional Assistance; Good Faith Actions. All
expenses and liabilities which members of the Board incur in connection with the
administration of this Plan shall be borne by the Company. The Board may, employ
attorneys, consultants, accountants, appraisers, brokers, or other persons. The
Board, the Company and the Company's officers and Directors shall be entitled to
rely upon the advice, opinions or valuations of any such persons. All actions
taken and all interpretations and determinations made by the Board in good faith
shall be final and binding upon all Optionees, the Company and all other
interested persons. No members of the Board shall be personally liable for any
action, determination or interpretation made in good faith with respect to this
Plan or Options, and all members of the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         VIII.1 Not Transferable. Options under this Plan may not be sold,
pledged, assigned, or transferred in any manner other than by will or the laws
of descent and distribution. No Option or interest or right therein shall be
liable for the debts, contracts or engagements of the Optionee or his/her
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect.

         During the lifetime of the Optionee, only he may exercise an Option (or
any portion thereof) granted to him under the Plan. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when such
portion becomes unexercisable under the Plan or the applicable Stock Option
Agreement, be exercised by his/her personal representative or by any person
empowered to do so under the deceased Optionee's will or under the then
applicable laws of descent and distribution.

         VIII.2 Amendment, Suspension or Termination of this Plan. Unless sooner
terminated under this Section VIII.2, the Plan will terminate after the
expiration of ten years from the date the Registration Statement is declared or
deemed to be effective by the Securities and Exchange Commission. The Plan may
be wholly or partially amended or otherwise modified, suspended or terminated at
any time or from time to time by the Board. However, without approval of the
Company's stockholders given within twelve months before or after the action by
the Board, no action of the Board may, except as provided in Section VII.3,
increase the limits imposed in Section II.1 on the maximum number of shares
which may be issued under this Plan, and no action of the Board may be taken
that would otherwise require stockholder approval as a matter of applicable law,
regulation or rule. Notwithstanding the foregoing, except as permitted by the
applicable exemptive conditions of Rule 16b-3, the provisions of this Plan
relating to formula grants of Options and Stock Awards to Directors, including
the amount, price and timing thereof, shall not be amended more than once in any
six-month period other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the respective rules
thereunder. No amendment, suspension or termination of this Plan shall, without
the consent of the holder of Options and Stock Awards, alter or impair any
rights or obligations under any Options or Stock Awards theretofore granted,
unless the award itself otherwise expressly so provides. No Options or Stock
Awards may be granted during any period of suspension or after termination of
this Plan.



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         VIII.3 Changes in Common Stock or Assets of the Company, Acquisition or
Liquidation of the Company and Other Corporate Events.

                  (a) Subject to Section VIII.3(e), in the event that the Board
determines that any dividend or other distribution (whether in the form of cash,
Common Stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, or exchange of Common Stock or
other securities of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or other similar
corporate transaction or event, in the Board's sole discretion, affects the
Common Stock such that an adjustment is determined by the Board to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect
to an Option or Stock Award then the Board shall, in such manner as it may deem
equitable, adjust any or all of

                           (i) the number and kind of shares of Common Stock (or
other securities or property) with respect to which Options may be granted under
the Plan, or which may be granted as Stock Awards (including, but not limited
to, adjustments of the limitations in Section II.1 on the maximum number and
kind of shares which may be issued),

                           (ii) the number and kind of shares of Common Stock
(or other securities or property) subject to outstanding Options and in the
number and kind of shares of outstanding Stock Awards, and

                           (iii) the grant or exercise price with respect to any
Option.

                  (b) Subject to Section VIII.3(e), in the event of any
corporate transaction or other event described in Section VIII.3(a) which
results in shares of Common Stock being exchanged for or converted into cash,
securities (including securities of another corporation) or other property, the
Board will have the right to terminate this Plan as of the date of the event or
transaction, in which case all Options and Stock Awards granted under this Plan
shall become the right to receive such cash, securities or other property, net
of any applicable exercise price.

                  (c) Subject to Sections VIII.3(c)(vii) and VIII.3(e), in the
event of any corporate transaction or other event described in Section VIII.3(a)
or any unusual or nonrecurring transactions or events affecting the Company, any
affiliate of the Company, or the financial statements of the Company or any
affiliate, or of changes in applicable laws, regulations, or accounting
principles, the Board in its discretion is hereby authorized to take any one or
more of the following actions whenever the Board determines that such action is
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect
to any Option or Stock Award under this Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:

                           (i) In its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, the Board may provide, either
automatically or upon the Optionee's request, for either the purchase of any
such Option for an amount of cash equal to the amount that could have been
attained upon the exercise of such Option or realization of the Optionee's
rights had such Option been currently exercisable or payable or the replacement
of such Option or Stock Award with other rights or property selected by the
Board in its sole discretion;



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                           (ii) In its sole and absolute discretion, the Board
may provide, either by the terms of such Option or by action taken prior to the
occurrence of such transaction or event that it cannot be exercised after such
event;

                           (iii) In its sole and absolute discretion, and on
such terms and conditions as it deems appropriate, the Board may provide, either
by the terms of such Option or by action taken prior to the occurrence of such
transaction or event, that for a specified period of time prior to such
transaction or event, such Option shall be exercisable as to all shares covered
thereby, notwithstanding anything to the contrary in (i) Section IV.4 or (ii)
the provisions of such Option;

                           (iv) In its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, the Board may provide, either by
the terms of such Option or Stock Award or by action taken prior to the
occurrence of such transaction or event, that upon such event, such option,
right or award be assumed by the successor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar options, rights or
awards covering the stock of the successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices;

                           (v) In its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, the Board may make adjustments in
the number and type of shares of Common Stock (or other securities or property)
subject to outstanding Options, and in the number and kind of outstanding Stock
Awards and/or in the terms and conditions of (including the grant or exercise
price), and the criteria included in, outstanding options, rights and awards and
options, rights and awards which may be granted in the future; and

                           (vi) In its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, the Board may provide either by
the terms of a Stock Award or by action taken prior to the occurrence of such
event that, for a specified period of time prior to such event, the restrictions
imposed under a Stock Award Agreement upon some or all shares of the Stock Award
may be terminated.

                           (vii) None of the foregoing discretionary terms of
this Section VIII.3(c) shall be permitted with respect to Options and Stock
Awards to the extent that such discretion would be inconsistent with the
requirements of Rule 16b-3. In the event of a Corporate Transaction, to the
extent that the Board does not have the ability under Rule 16b-3 to take or to
refrain from taking the discretionary actions set forth above, each Option shall
be exercisable as to all shares covered thereby during the five days immediately
preceding the consummation of such Corporate Transaction and subject to such
consummation, notwithstanding anything to the contrary in Section IV.4 and
except as provided in Section V.7(d), Options cannot be exercised following such
event.

                  (d) Subject to Section VIII.3(e) and VIII.8, the Board may, in
its discretion, include such further provisions and limitations in any Option or
Stock Award agreement or certificate, as it may deem equitable and in the best
interests of the Company.

                  (e) No adjustment or action described in this Section VIII.3
or in any other provision of the Plan shall be authorized to the extent that
such adjustment or action would violate Section



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16 or the exemptive conditions of Rule 16b-3. The number of shares of Common
Stock subject to any option, right or award shall always be rounded to the next
whole number.

         VIII.4 Approval of Plan by Stockholders. This Plan, and any amendment
hereto that requires approval of the Company's stockholders, will be submitted
for the approval of the Company's stockholders within twelve months after the
date of the Board's initial adoption of this Plan. Options and Stock Awards may
be granted prior to such stockholder approval, provided that such Options shall
not be exercisable prior to the time when this Plan is approved by the
stockholders, and provided further that if such approval has not been obtained
at the end of said twelve-month period, all Options and Stock Awards previously
granted under this Plan shall thereupon be cancelled and become null and void.

         VIII.5 Forfeiture Provisions. Pursuant to its general authority to
determine the terms and conditions applicable to awards under the Plan, the
Board shall have the right (to the extent consistent with the requirements of
Rule 16b-3) to provide, in the terms of Options or other awards made under the
Plan, or to require the recipient to agree by separate written instrument, that
(a) any proceeds, gains or other economic benefit actually or constructively
received by the recipient upon any receipt or exercise of the award, or upon the
receipt or resale of any Common Stock underlying such award, must be paid to the
Company, and (b) the award shall terminate and any unexercised portion of such
award (whether or not vested) shall be forfeited, if (i) a Termination of
Directorship occurs prior to a specified date, or within a specified time period
following receipt or exercise of the award, or (ii) the recipient at any time,
or during a specified time period, engages in any activity in competition with
the Company, or which is inimical, contrary or harmful to the interests of the
Company, as further defined by the Board.

         VIII.6 Limitations Applicable to Section 16 Persons. Notwithstanding
any other provision of this Plan, the Plan and any Option or Stock Award granted
to a Director who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan, Options and Stock
Awards granted or awarded hereunder shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.

         VIII.7 Effect of Plan Upon Options and Compensation Plans. The adoption
of this Plan shall not affect any other compensation or incentive plans in
effect for the Company or any Subsidiary. Nothing in this Plan shall be
construed to limit the right of the Company (i) to establish any other forms of
incentives or compensation for employees or Directors of the Company or any
Subsidiary or (ii) to grant or assume options or other rights otherwise than
under this Plan in connection with any proper corporate purpose including but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, partnership, firm or association.

         VIII.8 Compliance with Laws. This Plan, the granting and vesting of
Options under this Plan and the issuance and delivery of shares of Common Stock
under Options or Stock Awards granted hereunder are subject to compliance with
all applicable federal and state laws, rules and regulations (including but not
limited to state and federal securities law and federal margin requirements) and
to such approvals by any listing, regulatory or governmental authority as may,
in the opinion of counsel for the



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Company, be necessary or advisable in connection therewith. Any securities
delivered under this Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Company, provide such
assurances and representations to the Company as the Company may deem necessary
or desirable to assure compliance with all applicable legal requirements. To the
extent permitted by applicable law, the Plan, Options and Stock Awards granted
hereunder shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.

         VIII.9 Titles. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Plan.

         VIII.10 Governing Law. This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof.



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