EXHIBIT 10.9


                                                           Plan No. [   ]
                                     FORM OF

                            THERMO VISION CORPORATION

                              EQUITY INCENTIVE PLAN
                              ---------------------


        1.   Purpose
             -------

             The purpose of this Equity Incentive Plan (the "Plan") is to
        secure for  Thermo Vision  Corporation  (the "Company")  and  its
        Stockholders the benefits arising from capital stock ownership by
        employees, officers  and Directors  of, and  consultants to,  the
        Company and its subsidiaries or other persons who are expected to
        make significant contributions to  the future growth and  success
        of the Company  and its subsidiaries.   The Plan  is intended  to
        accomplish these  goals by  enabling the  Company to  offer  such
        persons  equity-based  interests,   equity-based  incentives   or
        performance-based  stock  incentives  in  the  Company,  or   any
        combination thereof ("Awards").

        2.   Administration
             --------------

             The Plan will be administered  by the Board of Directors  of
        the Company (the "Board").   The Board shall  have full power  to
        interpret and  administer  the  Plan,  to  prescribe,  amend  and
        rescind rules and  regulations relating to  the Plan and  Awards,
        and full authority to select the  persons to whom Awards will  be
        granted ("Participants"), determine the type and amount of Awards
        to be  granted  to  Participants (including  any  combination  of
        Awards), determine  the terms  and conditions  of Awards  granted
        under the Plan (including terms and conditions relating to events
        of merger, consolidation, dissolution and liquidation, change  of
        control,  vesting,   forfeiture,  restrictions,   dividends   and
        interest, if any,  on deferred  amounts), waive  compliance by  a
        participant with any  obligation to  be performed by  him or  her
        under an Award, waive any term  or condition of an Award,  cancel
        an existing  Award in  whole or  in part  with the  consent of  a
        Participant, grant replacement Awards, accelerate the vesting  or
        lapse of any  restrictions of  any Award  and adopt  the form  of
        instruments evidencing  Awards under  the  Plan and  change  such
        forms from time to time.  Any interpretation by the Board of  the
        terms and provisions of the Plan or any Award thereunder and  the
        administration thereof, and all action taken by the Board,  shall
        be final, binding and  conclusive on all  parties and any  person
        claiming under or through any party.  No Director shall be liable
        for any action or  determination made in good  faith.  The  Board
        may, to the full extent permitted by law, delegate any or all  of
        its  responsibilities  under  the   Plan  to  a  committee   (the
        "Committee") appointed by the Board and consisting of one or more
        members  of  the  Board,   each  of  whom   shall  be  deemed   a
        "non-employee director" within the meaning of Rule 16b-3 (or  any
        successor rule)  of  the Securities  Exchange  Act of  1934  (the
        "Exchange Act").
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        3.   Effective Date
             --------------

             The Plan shall be effective as of the date first approved by
        the Board of Directors,  subject to the approval  of the Plan  by
        the Corporation's Stockholders. Grants  of Awards under the  Plan
        made prior to such approval shall be effective when made  (unless
        otherwise specified by the Board at the time of grant), but shall
        be conditioned on and subject to such approval of the Plan.

        4.   Shares Subject to the Plan
             --------------------------

             Subject to adjustment as provided in Section 10.6, the total
        number of shares of the common  stock, $.01 par value per  share,
        of the Company (the "Common  Stock"), reserved and available  for
        distribution under the Plan shall be 700,000 shares.  Such shares
        may consist,  in whole  or in  part, of  authorized and  unissued
        shares or treasury shares.

             If any Award of shares of Common Stock requiring exercise by
        the Participant for  delivery of such  shares terminates  without
        having been  exercised  in full,  is  forfeited or  is  otherwise
        terminated without a payment being made to the Participant in the
        form of Common Stock, or if any shares of Common Stock subject to
        restrictions are repurchased by the Company pursuant to the terms
        of any  Award  or are  otherwise  reacquired by  the  Company  to
        satisfy obligations arising by virtue  of any Award, such  shares
        shall be  available for  distribution in  connection with  future
        Awards under the Plan.

        5.   Eligibility
             -----------

             Employees, officers and  Directors of,  and consultants  to,
        the Company  and  its  subsidiaries, or  other  persons  who  are
        expected to make significant  contributions to the future  growth
        and success of the Company and its subsidiaries shall be eligible
        to  receive  Awards  under  the  Plan.    The  Board,  or   other
        appropriate committee or person to the extent permitted  pursuant
        to the last sentence of Section 2, shall from time to time select
        from among such  eligible persons those  who will receive  Awards
        under the Plan.

        6.   Types of Awards
             ---------------

             The Board may  offer Awards under  the Plan in  any form  of
        equity-based     interest,     equity-based     incentive      or
        performance-based stock incentive in Common Stock of the  Company
        or any combination thereof.   The type, terms and conditions  and
        restrictions of an Award shall be determined by the Board at  the
        time such Award is made  to a Participant; provided however  that
        the maximum number of  shares permitted to  be granted under  any
        Award or combination of Awards to any participant during any  one
        calendar year may  not exceed 1%  of the shares  of Common  Stock
        outstanding at the beginning of such calendar year.
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             An Award shall be  made at the time  specified by the  Board
        and shall be subject to such conditions or restrictions as may be
        imposed by  the Board  and  shall conform  to the  general  rules
        applicable under  the Plan  as  well as  any special  rules  then
        applicable under federal tax laws  or regulations or the  federal
        securities laws relating to the type of Award granted.

             Without  limiting  the  foregoing,   Awards  may  take   the
        following forms and shall be  subject to the following rules  and
        conditions:

             6.1  Options
                  -------

             An option is an Award  that entitles the holder on  exercise
        thereof to purchase Common Stock  at a specified exercise  price.
        Options granted  under the  Plan may  be either  incentive  stock
        options ("incentive stock options") that meet the requirements of
        Section 422A of  the Internal  Revenue Code of  1986, as  amended
        (the "Code"),  or  options that  are  not intended  to  meet  the
        requirements of Section 422A ("non-statutory options").

             6.1.1     Option Price.  The price at which Common Stock may
                       ------------
        be purchased upon exercise  of an option  shall be determined  by
        the Board, provided however, the exercise price shall not be less
                   ----------------
        than 85% of the then fair market value per share of Common Stock.

             6.1.2     Option Grants   .  The  granting of an  option shall
                       -------------
        take place at the time specified by the Board.  Options shall  be
        evidenced by option agreements.  Such agreements shall conform to
        the  requirements  of  the  Plan,  and  may  contain  such  other
        provisions (including but not  limited to vesting and  forfeiture
        provisions, acceleration, change  of control,  protection in  the
        event of merger,  consolidations, dissolutions and  liquidations)
        as the  Board  shall deem  advisable.   Option  agreements  shall
        expressly state whether an option grant is intended to qualify as
        an incentive stock option or non-statutory option.

             6.1.3     Option Period .  An option will become exercisable
                       -------------
        at such  time or  times  (which may  be  immediately or  in  such
        installments as the Board shall determine) and on such terms  and
        conditions as the  Board shall  specify.   The option  agreements
        shall specify the terms and conditions applicable in the event of
        an option holder's termination of employment during the  option's
        term.

             Any exercise of an option must be in writing, signed by  the
        proper person and delivered or mailed to the Company, accompanied
        by (1) any  additional documents  required by the  Board and  (2)
        payment in full in accordance  with Section 6.1.4 for the  number
        of shares for which the option is exercised.

             6.1.4     Payment of  Exercise Price.      Stock purchased  on
                       ---------------------------
        exercise of an option shall be paid for as follows:  (1) in  cash
        or by  check  (subject to  such  guidelines as  the  Company  may
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        establish for this purpose), bank draft or money order payable to
        the order of the Company or (2) if so permitted by the instrument
        evidencing the option (or in the case of a non-statutory  option,
        by the Board at  or after grant of  the option), (i) through  the
        delivery of shares of Common Stock that have been outstanding for
        at least  six  months  (unless the  Board  expressly  approves  a
        shorter period) and that have a fair market value (determined  in
        accordance with procedures prescribed by the Board) equal to  the
        exercise price,  (ii) by  delivery of  a promissory  note of  the
        option holder  to  the Company,  payable  on such  terms  as  are
        specified by the Board, (iii) by delivery of an unconditional and
        irrevocable undertaking by  a broker to  deliver promptly to  the
        Company sufficient funds to  pay the exercise  price, or (iv)  by
        any combination of the permissible forms of payment.

             6.1.5     Buyout Provision.  The Board may at any time offer
                       ----------------
        to buy  out  for a  payment  in  cash, shares  of  Common  Stock,
        deferred stock or restricted stock, an option previously granted,
        based on such terms and  conditions as the Board shall  establish
        and communicate to the option holder at the time that such  offer
        is made.

             6.1.6     Special Rules for Incentive  Stock Options.   Each
                       -------------------------------------------
        provision of the  Plan and  each option  agreement evidencing  an
        incentive stock option shall be construed so that each  incentive
        stock option shall  be an  incentive stock option  as defined  in
        Section 422A  of the  Code or  any statutory  provision that  may
        replace such Section, and any  provisions thereof that cannot  be
        so  construed  shall  be  disregarded.    Instruments  evidencing
        incentive stock  options  must  contain such  provisions  as  are
        required under  applicable provisions  of  the Code.    Incentive
        stock options may be granted only to employees of the Company and
        its subsidiaries.    The exercise  price  of an  incentive  stock
        option shall  not be  less than  100%  (110% in  the case  of  an
        incentive stock  option  granted  to  a  more  than  ten  percent
        Stockholder of  the Company)  of  the fair  market value  of  the
        Common Stock on the  date of grant, as  determined by the  Board.
        An incentive  stock option  may not  be granted  after the  tenth
        anniversary of the  date on  which the  Plan was  adopted by  the
        Board and the latest date on which an incentive stock option  may
        be exercised shall be  the tenth anniversary (fifth  anniversary,
        in the case of any incentive stock option granted to a more  than
        ten percent Stockholder of the Company) of the date of grant,  as
        determined by the Board.

             6.2  Restricted and Unrestricted Stock
                  ---------------------------------
             An Award of restricted stock entitles the recipient  thereof
        to acquire shares of  Common Stock upon  payment of the  purchase
        price  subject  to  restrictions  specified  in  the   instrument
        evidencing the Award.

             6.2.1     Restricted Stock  Awards . Awards  of restricted
                       ------------------------
        stock shall be  evidenced by restricted  stock agreements.  Such
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        agreements shall conform to the requirements of the Plan, and may
        contain  such   other  provisions   (including  restriction   and
        forfeiture provisions, change of control, protection in the event
        of mergers, consolidations, dissolutions and liquidations) as the
        Board shall deem advisable.

             6.2.2     Restrictions.  Until the restrictions specified in
                       ------------
        a restricted stock  agreement shall lapse,  restricted stock  may
        not  be  sold,  assigned,   transferred,  pledged  or   otherwise
        encumbered or disposed of, and upon certain conditions  specified
        in the restricted stock agreement, must be resold to the  Company
        for the  price,  if  any,  specified  in  such  agreement.    The
        restrictions shall  lapse at  such  time or  times, and  on  such
        conditions, as the Board may specify.  The Board may at any  time
        accelerate the time at which the restrictions on all or any  part
        of the shares shall lapse.

             6.2.3     Rights  as  a  Stockholder.  A  Participant  who
                       ---------------------------
        acquires shares of restricted stock  will have all of the  rights
        of a Stockholder with respect to such shares including the  right
        to receive dividends and to vote  such shares.  Unless the  Board
        otherwise   determines,   certificates   evidencing   shares   of
        restricted stock will  remain in  the possession  of the  Company
        until such shares are free of all restrictions under the Plan.

             6.2.4     Purchase Price . The purchase  price of shares of
                       --------------
        restricted stock shall be  determined by the  Board, in its  sole
        discretion, but such price may not be less than the par value  of
        such shares.

             6.2.5     Other Awards Settled With  Restricted Stock.  The
                       -------------------------------------------
        Board may  provide that  any or  all the  Common Stock  delivered
        pursuant to an Award will be restricted stock.
          
             6.2.6     Unrestricted Stock.  The  Board may, in  its sole
                       -------------------
        discretion, sell to any Participant  shares of Common Stock  free
        of restrictions  under the  Plan for  a price  determined by  the
        Board, but which may not be less than the par value per share  of
        the Common Stock.

             6.3  Deferred Stock
                  --------------

             6.3.1     Deferred Stock  Award .  A  deferred stock  Award
                       ---------------------
        entitles the recipient to receive shares of deferred stock  which
        is Common Stock to be delivered  in the future.  Delivery of  the
        Common Stock will take place at  such time or times, and on  such
        conditions, as the Board may specify.  The Board may at any  time
        accelerate the time at which delivery  of all or any part of  the
        Common Stock will take place.

             6.3.2     Other Awards  Settled with  Deferred Stock.     The
                       -------------------------------------------
        Board may, at the time any  Award described in this Section 6  is
        granted, provide that, at the  time Common Stock would  otherwise
        be delivered pursuant to the Award, the Participant will  instead
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        receive an instrument evidencing the right to future delivery  of
        deferred stock.

             6.4  Performance Awards
                  ------------------

             6.4.1     Performance Awards .  A performance Award entitles
                       ------------------
        the recipient to receive, without payment, an Amount, in cash  or
        Common Stock or a combination thereof (such form to be determined
        by the  Board), following  the attainment  of performance  goals.
        Performance  goals  may  be  related  to  personal   performance,
        corporate performance,  departmental  performance  or  any  other
        category of performance deemed  by the Board  to be important  to
        the success  of  the  Company.   The  Board  will  determine  the
        performance goals, the period or periods during which performance
        is to be measured and  all other terms and conditions  applicable
        to the Award.

             6.4.2     Other Awards  Subject to  Performance  Conditions.
                       -------------------------------------------------
        The Board may, at the time any Award described in this Section  6
        is granted, impose the condition  (in addition to any  conditions
        specified or  authorized in  this  Section 6  of the  Plan)  that
        performance goals be met  prior to the Participant's  realization
        of any payment or benefit under the Award.
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        7.   Purchase Price and Payment
             --------------------------

             Except as otherwise provided in the Plan, the purchase price
        of Common Stock to be acquired pursuant to an Award shall be  the
        price determined by the Board, provided that such price shall not
        be less than  the par  value of  the Common  Stock.    Except  as
        otherwise provided  in  the Plan,  the  Board may  determine  the
        method of payment of the exercise  price or purchase price of  an
        Award granted under the Plan and the form of payment.  The  Board
        may determine  that all  or any  part of  the purchase  price  of
        Common Stock  pursuant to  an Award  has been  satisfied by  past
        services rendered by the Participant.  The Board may agree at any
        time, upon request of the Participant, to defer the date on which
        any payment under an Award will be made.

        8.   Loans and Supplemental Grants
             -----------------------------

             The Company may make a loan  to a Participant, either on  or
        after the grant to  the Participant of  any Award, in  connection
        with the purchase  of Common Stock  under the Award  or with  the
        payment of any obligation incurred  or recognized as a result  of
        the Award.  The Board will have full authority to decide  whether
        the loan  is  to be  secured  or  unsecured or  with  or  without
        recourse against the borrower, the terms on which the loan is  to
        be repaid  and the  conditions, if  any, under  which it  may  be
        forgiven.

             In connection with any Award, the Board may at the time such
        Award is made or  at a later  date, provide for  and make a  cash
        payment to the participant not to  exceed an amount equal to  (a)
        the amount of any federal, state and local income tax or ordinary
        income for which the Participant  will be liable with respect  to
        the Award, plus (b)  an additional amount  on a grossed-up  basis
        necessary to make him or her whole after tax, discharging all the
        participant's income tax  liabilities arising  from all  payments
        under the Plan.

        9.   Change in Control
             -----------------

             9.1  Impact of Event
                  ---------------

             In the event of a "Change in Control" as defined in  Section
        9.2, the following provisions  shall apply, unless the  agreement
        evidencing the Award otherwise provides:

             (a) Any stock  options or other  stock-based Awards  awarded
             under the  Plan that  were  not previously  exercisable  and
             vested shall become fully exercisable and vested.

             (b) Awards of restricted stock and other stock-based  Awards
             subject to restrictions and to the extent not fully  vested,
             shall become fully  vested and all  such restrictions  shall
             lapse so that shares issued pursuant to such Awards shall be
             free of restrictions.
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             (c) Deferral limitations and  conditions that relate  solely
             to the passage of time, continued employment or affiliation,
             will be waived and removed  as to deferred stock Awards  and
             performance Awards.  Performance of other conditions  (other
             than conditions  relating solely  to  the passage  of  time,
             continued employment or affiliation) will continue to  apply
             unless otherwise provided  in the  agreement evidencing  the
             Awards or in any other agreement between the Participant and
             the Company or unless otherwise agreed by the Board.

             9.2  Definition of "Change in Control"
                  ---------------------------------

             "Change in Control" means any  one of the following  events:
        (i) when,  any Person  is  or becomes  the beneficial  owner  (as
        defined in Section 13(d)  of the Exchange Act  and the Rules  and
        Regulations  thereunder),  together   with  all  Affiliates   and
        Associates (as such terms are used  in Rule 12b-2 of the  General
        Rules and  Regulations  of  the Exchange  Act)  of  such  Person,
        directly or indirectly, of 50% or more of the outstanding  Common
        Stock of the Company or its parent corporation, Thermo Instrument
        Systems Inc. ("Thermo  Instrument"), or the  beneficial owner  of
        25% or more of  the outstanding common  stock of Thermo  Electron
        Corporation ("Thermo Electron"),  without the  prior approval  of
        the Prior Directors of the applicable issuer, (ii) the failure of
        the Prior  Directors to  constitute a  majority of  the Board  of
        Directors of the Company,  Thermo Instrument or Thermo  Electron,
        as the case may  be, at any time  within two years following  any
        Electoral  Event,  or  (iii)  any  other  event  that  the  Prior
        Directors shall determine constitutes an effective change in  the
        control of the Company, Thermo Instrument or Thermo Electron.  As
        used in the preceding  sentence, the following capitalized  terms
        shall have the respective meanings set forth below:

             (a) "Person" shall include  any natural person, any  entity,
             any "affiliate" of any such natural person or entity as such
             term is defined in Rule 405 under the Securities Act of 1933
             and any "group"  (within the  meaning of such  term in  Rule
             13d-5 under the Exchange Act);

             (b) "Prior Directors" shall mean the persons sitting on  the
             Company's, Thermo Instrument's or Thermo Electron's Board of
             Directors, as  the case  may be,  immediately prior  to  any
             Electoral Event (or, if there  has been no Electoral  Event,
             those persons sitting on  the applicable Board of  Directors
             on the date of  this Agreement) and  any future director  of
             the Company, Thermo  Instrument or Thermo  Electron who  has
             been nominated  or  elected  by  a  majority  of  the  Prior
             Directors who are then members of the Board of Directors  of
             the Company, Thermo  Instrument or Thermo  Electron, as  the
             case may be; and 

             (c) "Electoral Event" shall  mean any contested election  of
             Directors,  or  any  tender   or  exchange  offer  for   the
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             Company's, Thermo Instrument's  or Thermo Electron's  Common
             Stock, not approved  by the Prior  Directors, by any  Person
             other than the Company,  Thermo Instrument, Thermo  Electron
             or a majority-owned subsidiary of Thermo Electron.
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        10.  General Provisions
             ------------------

             10.1 Documentation of Awards
                  -----------------------

             Awards will be evidenced  by written instruments, which  may
        differ among Participants, prescribed by  the Board from time  to
        time.  Such instruments  may be in the  form of agreements to  be
        executed by both the Participant and the Company or certificates,
        letters or similar instruments which need not be executed by  the
        participant but acceptance  of which will  evidence agreement  to
        the terms  thereof.    Such  instruments  shall  conform  to  the
        requirements of the  Plan and may  contain such other  provisions
        (including   provisions   relating    to   events   of    merger,
        consolidation, dissolution  and liquidations,  change of  control
        and restrictions  affecting either  the agreement  or the  Common
        Stock issued thereunder), as the Board deems advisable.

             10.2 Rights as a Stockholder
                  -----------------------

             Except  as  specifically  provided   by  the  Plan  or   the
        instrument evidencing the Award, the receipt of an Award will not
        give a Participant rights  as a Stockholder  with respect to  any
        shares covered by  an Award until  the date of  issue of a  stock
        certificate to the participant for such shares.

             10.3 Conditions on Delivery of Stock
                  -------------------------------

             The Company will not be  obligated to deliver any shares  of
        Common Stock pursuant to  the Plan or  to remove any  restriction
        from shares previously  delivered under  the Plan  (a) until  all
        conditions of  the  Award have  been  satisfied or  removed,  (b)
        until, in the  opinion of the  Company's counsel, all  applicable
        federal and state laws and  regulations have been complied  with,
        (c) if the outstanding Common Stock is at the time listed on  any
        stock exchange, until the shares  have been listed or  authorized
        to be listed on such  exchange upon official notice of  issuance,
        and (d)  until all  other legal  matters in  connection with  the
        issuance and delivery of  such shares have  been approved by  the
        Company's counsel.   If the  sale of  Common Stock  has not  been
        registered under  the Securities  Act of  1933, as  amended,  the
        Company may require,  as a  condition to exercise  of the  Award,
        such representations or agreements as counsel for the Company may
        consider appropriate  to  avoid violation  of  such act  and  may
        require that the certificates  evidencing such Common Stock  bear
        an appropriate legend restricting transfer.

             If  an  Award  is  exercised  by  the  participant's   legal
        representative, the  Company  will  be  under  no  obligation  to
        deliver Common Stock pursuant to such exercise until the  Company
        is satisfied as to the authority of such representative.

             10.4 Tax Withholding
                  ---------------
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             The  Company  will  withhold  from  any  cash  payment  made
        pursuant to an Award an amount sufficient to satisfy all federal,
        state and local  withholding tax  requirements (the  "withholding
        requirements").

             In the case of an Award  pursuant to which Common Stock  may
        be delivered, the Board will have  the right to require that  the
        participant or other appropriate person  remit to the Company  an
        amount sufficient  to satisfy  the withholding  requirements,  or
        make other arrangements satisfactory to the Board with regard  to
        such requirements, prior to the delivery of any Common Stock.  If
        and to the extent  that such withholding  is required, the  Board
        may permit the participant or such other person to elect at  such
        time and in such manner as the Board provides to have the Company
        hold back from the shares to  be delivered, or to deliver to  the
        Company, Common Stock  having a value  calculated to satisfy  the
        withholding requirement.

             10.5 Nontransferability of Awards
                  ----------------------------

             Except as  may  be authorized  by  the Board,  in  its  sole
        discretion, no  Award  (other than  an Award in  the form  of an
        outright transfer  of cash  or Common  Stock not  subject to  any
        restrictions) may be transferred other  than by will or the  laws
        of descent and distribution,  and during a Participant's lifetime
        an Award requiring exercise may be  exercised only by him or  her
        (or in the event  of incapacity, the  person or persons  properly
        appointed to act  on his or  her behalf).  The Board  may, in its
        discretion, determine the  extent to  which Awards  granted to  a
        Participant shall be transferable, and such provisions permitting
        or acknowledging  transfer  shall be  set  forth in  the  written
        agreement  evidencing the Award executed and  delivered by or  on
        behalf of the Company and the Participant.

             10.6 Adjustments in the Event of Certain Transactions
                  ------------------------------------------------

             (a)   In the  event  of a  stock  dividend, stock  split  or
        combination of  shares,   the  Board  will make  (i)  appropriate
        adjustments to the maximum number of shares that may be delivered
        under the  Plan  under  Section 4  above,  and  (ii)  appropriate
        adjustments to  the  number  and  kind  of  shares  of  stock  or
        securities subject  to Awards  then outstanding  or  subsequently
        granted, any exercise  prices relating  to Awards  and any  other
        provisions of Awards affected by such change.

             (b)  The Board may also make appropriate adjustments to take
        into account material changes in  law or in accounting  practices
        or    principles,    mergers,    consolidations,    acquisitions,
        dispositions,  repurchases  or  similar  corporate  transactions,
        recapitalizations   or    other   change    in   the    Company's
        capitalization, or  other  distribution with  respect  to  common
        Stockholders other than normal cash dividends,or any other event,
        if it is determined by the Board that adjustments are appropriate
        to avoid distortion  in the operation  of the Plan,  but no  such
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        adjustments other than those required by law may adversely affect
        the rights of any Participant (without the Participant's consent)
        under any Award previously granted.

             10.7 Employment Rights
                  -----------------

             Neither the adoption  of the  Plan nor the  grant of  Awards
        will confer upon  any person  any right  to continued  employment
        with the Company or any subsidiary  or interfere in any way  with
        the  right  of  the  Company  or  subsidiary  to  terminate   any
        employment relationship at  any time or  to increase or  decrease
        the compensation of such person.  Except as specifically provided
        by the Board  in any  particular case,  the loss  of existing  or
        potential profit  in  Awards  granted under  the  Plan  will  not
        constitute an element of damages  in the event of termination  of
        an  employment  relationship  even  if  the  termination  is   in
        violation of an obligation of the Company to the employee.

             Whether an  authorized  leave  of  absence,  or  absence  in
        military or government service,  shall constitute termination  of
        employment shall be  determined by the  Board at the  time.   For
        purposes of this Plan, transfer of employment between the Company
        and  its  subsidiaries  shall   not  be  deemed  termination   of
        employment.

             10.8 Other Employee Benefits
                  -----------------------

             The value of  an Award granted  to a Participant  who is  an
        employee, and  the  amount  of  any  compensation  deemed  to  be
        received by an employee as a  result of any exercise or  purchase
        of Common Stock pursuant to an  Award or sale of shares  received
        under the Plan, will not constitute "earnings" or  "compensation"
        with respect  to  which  any  other  employee  benefits  of  such
        employee are  determined, including  without limitation  benefits
        under  any  pension,  stock   ownership,  stock  purchase,   life
        insurance, medical,  health,  disability or  salary  continuation
        plan.

             10.9 Legal Holidays
                  --------------

             If any day on or before which action under the Plan must  be
        taken falls on a Saturday,  Sunday or legal holiday, such  action
        may be taken on the next succeeding day not a Saturday, Sunday or
        legal holiday.

             10.10     Foreign Nationals
                       -----------------

             Without amending the Plan, Awards may be granted to  persons
        who are foreign nationals or  employed outside the United  States
        or both,  on  such  terms and  conditions  different  from  those
        specified in the Plan, as may,  in the judgment of the Board,  be
        necessary or desirable to further the purpose of the Plan.

        11.  Termination and Amendment
             -------------------------
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             The Plan  shall  remain  in  full  force  and  effect  until
        terminated by the Board.   Subject to the  last sentence of  this
        Section 11, the Board may at any time or times amend the Plan  or
        any outstanding Award  for any purpose  that may at  the time  be
        permitted by law, or may at any time terminate the Plan as to any
        further grants of Awards.   No amendment, unless approved by  the
        Stockholders, shall be effective  if it would  cause the Plan  to
        fail to  satisfy  the requirements  of  the federal  tax  law  or
        regulation  relating   to   incentive  stock   options   or   the
        requirements of  Rule  16b-3  (or  any  successor  rule)  of  the
        Exchange Act.    No  amendment  of  the  Plan  or  any  agreement
        evidencing Awards under the Plan may adversely affect the  rights
        of any  participant under  any Award  previously granted  without
        such participant's consent.