<PAGE>

                                                                   EXHIBIT 10.56


                                  McLEOD, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                          ----------------------------
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                            Page
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<S>                                                         <C>
1. SHARES SUBJECT TO THE PLAN.................................1

2. ADMINISTRATION.............................................1

3. INTERPRETATION.............................................1

4. ELIGIBLE EMPLOYEES.........................................1

5. PARTICIPATION IN THE PLAN..................................2

6. PAYROLL DEDUCTIONS.........................................2

7. PAYROLL DEDUCTION PERIODS..................................2

8. RIGHTS TO PURCHASE CLASS A
     COMMON STOCK; PURCHASE PRICE.............................2

9. TIMING OF PURCHASE; PURCHASE LIMITATION....................3

10. ISSUANCE OF STOCK CERTIFICATES............................4

11. WITHHOLDING OF TAXES......................................4

12. ACCOUNT STATEMENTS........................................4

13. PARTICIPATION ADJUSTMENT..................................4

14. CHANGES IN ELECTIONS TO PURCHASE..........................5

15. VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE..........5

16. RETIREMENT OR SEVERANCE...................................6

17. LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY........6

18. DEATH.....................................................7

19. FAILURE TO MAKE PERIODIC CASH PAYMENTS....................8

20. TERMINATION OF PARTICIPATION..............................8
</TABLE>

                                      -i-
<PAGE>

<TABLE>

<S>                                                           <C>
21. ASSIGNMENT................................................8

22. APPLICATION OF FUNDS......................................8

23. NO RIGHT TO CONTINUED EMPLOYMENT..........................8

24. AMENDMENT OF PLAN.........................................9

25. EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN..........9

26. EFFECT OF CHANGES IN CAPITALIZATION.......................9

   (a) Changes in Stock.......................................9

   (b) Reorganization in Which the Company Is the Surviving
       Corporation...........................................10

   (c) Reorganization in Which the Company Is Not the
       Surviving Corporation or Sale of Assets or Stock......10

   (d) Adjustments...........................................11

   (e) No Limitations on Company.............................11

27. GOVERNMENTAL REGULATION..................................11

28. STOCKHOLDER RIGHTS.......................................11

29. RULE 16B-3...............................................11

30. PAYMENT OF PLAN EXPENSES.................................12

</TABLE>
                                     -ii-
<PAGE>

                                  McLEOD, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


     The Board of Directors of McLeod, Inc. (the "Company") has adopted this
Employee Stock Purchase Plan (the "Plan") to enable eligible employees of the
Company and its participating Affiliates (as defined below), through payroll
deductions, to purchase shares of the Company's Class A common stock, par value
$0.01 per share (the "Class A Common Stock").  The Plan is for the benefit of
the employees of McLeod, Inc. and any participating Affiliates.  The Plan is
intended to benefit the Company by increasing the employees' interest in the
Company's growth and success and encouraging employees to remain in the employ
of the Company or its participating Affiliates.  The provisions of the Plan are
set forth below:

1.   SHARES SUBJECT TO THE PLAN.

     Subject to adjustment as provided in Section 26 below, the aggregate number
of shares of Class A Common Stock that may be made available for purchase by
participating employees under the Plan is 1,000,000.  The shares issuable under
the Plan may, in the discretion of the Board of Directors of the Company (the
"Board"), be either authorized but unissued shares or treasury shares.

2.   ADMINISTRATION.

     The Plan shall be administered under the direction of the Compensation
Committee of the Board (the "Committee").  No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.

3.   INTERPRETATION.

     It is intended that the Plan will meet the requirements for an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986 (the
"Code"), and it is to be so applied and interpreted.  Subject to the express
provisions of the Plan, the Committee shall have authority to interpret the
Plan, to prescribe, amend and rescind rules relating to it, and to make all
other determinations necessary or advisable in administering the Plan, all of
which determinations will be final and binding upon all persons.

4.   ELIGIBLE EMPLOYEES.

     Any employee of the Company or any of its participating Affiliates may
participate in the Plan, except the following, who are ineligible to
participate:  (a) an employee who has been employed by the Company or any of its
participating Affiliates for less than six months as of the beginning of a
Payroll Deduction Period (as defined in Section 7 below); (b) an employee whose
customary employment is for
<PAGE>

less than five months in any calendar year; (c) an employee whose customary
employment is 20 hours or less per week; and (d) an employee who, after
exercising his or her rights to purchase shares under the Plan, would own shares
of Class A Common Stock (including shares that may be acquired under any
outstanding options) representing five percent or more of the total combined
voting power of all classes of stock of the Company. The term "participating
Affiliate" means any company or other trade or business that is a subsidiary of
the Company (determined in accordance with the principles of Sections 424(e) and
(f) of the Code and the regulations thereunder). The Board may at any time in
its sole discretion, if it deems it advisable to do so, terminate the
participation of the employees of a particular participating Affiliate.

5.   PARTICIPATION IN THE PLAN.

     An eligible employee may become a participating employee in the Plan by
completing an election to participate in the Plan on a form provided by the
Company and submitting that form to the Payroll Department of the Company.  The
form will authorize payroll deductions (as provided in Section 6 below) and
authorize the purchase of shares of Class A Common Stock for the employee's
account in accordance with the terms of the Plan.  Enrollment will become
effective upon the first day of the first Payroll Deduction Period.

6.   PAYROLL DEDUCTIONS.

     At the time an eligible employee submits his or her election to participate
in the Plan (as provided in Section 5 above), the employee shall elect to have
deductions made from his or her pay, on each pay day following his or her
enrollment in the Plan, and for as long as he or she shall participate in the
Plan.  The deductions will be credited to the participating employee's account
under the Plan.  An employee may not during any Payroll Deduction Period change
his or her percentage of payroll deduction for that Payroll Deduction Period,
nor may an employee withdraw any contributed funds, other than in accordance
with Sections 14 through 20 below.

7.   PAYROLL DEDUCTION PERIODS.

     The Payroll Deduction Periods shall be determined by the Committee.  The
first Payroll Deduction Period under the Plan shall commence on the date
determined by the Committee.

8.   RIGHTS TO PURCHASE CLASS A COMMON STOCK; PURCHASE PRICE.

     Rights to purchase shares of Class A Common Stock will be deemed granted to
participating employees as of the first trading day of each Payroll Deduction
Period.  The purchase price of each share of Class A Common Stock (the "Purchase

                                      -2-
<PAGE>

Price") shall be determined by the Committee; provided, however, the Purchase
                                              -----------------
Price shall not be less than the lesser of 85 percent of the fair market value
of the Class A Common Stock (i) on the first trading day of the Payroll
Deduction Period or (ii) on the last trading day of such Payroll Deduction
Period; provided, further, that in no event shall the Purchase Price be less
        -----------------
than the par value of the Class A Common Stock.  For purposes of the Plan, "fair
market value" means the value of each share of Class A Common Stock subject to
the Plan on a given date determined as follows: if on such date the shares of
Class A Common Stock are listed on an established national or regional stock
exchange, are admitted to quotation on The Nasdaq Stock Market, or are publicly
traded on an established securities market, the fair market value of the shares
of Class A Common Stock shall be the closing price of the shares of Class A
Common Stock on such exchange or in such market (the highest such closing price
if there is more than one such exchange or market) on such date or, if such date
is not a trading day, on the trading day immediately preceding such date (or if
there is no such reported closing price, the fair market value shall be the mean
between the highest bid and lowest asked prices or between the high and low sale
prices on such trading day) or, if no sale of the shares of Class A Common Stock
is reported for such trading day, on the next preceding day on which any sale
shall have been reported.  If the shares of Class A Common Stock are not listed
on such an exchange, quoted on such System or traded on such a market, fair
market value shall be determined by the Board in good faith.

9.   TIMING OF PURCHASE; PURCHASE LIMITATION.

     Unless a participating employee has given prior written notice terminating
such employee's participation in the Plan, or the employee's participation in
the Plan has otherwise been terminated as provided in Sections 15 through 20
below, such employee will be deemed to have exercised automatically his or her
right to purchase Class A Common Stock on the last trading day of the Payroll
Deduction Period (except as provided in Section 14 below) for the number of
shares of Class A Common Stock which the accumulated funds in the employee's
account at that time will purchase at the Purchase Price, subject to the
participation adjustment provided for in Section 13 below and subject to
adjustment under Section 26 below.  Notwithstanding any other provision of the
Plan, no employee may purchase in any one calendar year under the Plan and all
other "employee stock purchase plans" of the Company and its participating
Affiliates shares of Class A Common Stock having an aggregate fair market value
in excess of $25,000, determined as of the first trading date of the Payroll
Deduction Period as to shares purchased during such period.  Effective upon the
last trading day of the Payroll Deduction Period, a participating employee will
become a stockholder with respect to the shares purchased during such period,
and will thereupon have all dividend, voting and other ownership rights incident
thereto.  Notwithstanding the foregoing, no shares shall be sold pursuant to the
Plan unless the Plan is approved by the Company's stockholders in accordance
with Section 25 below.

                                      -3-
<PAGE>

10.  ISSUANCE OF STOCK CERTIFICATES.

     On the last trading day of the Payroll Deduction Period, a participating
employee will be credited with the number of shares of Class A Common Stock
purchased for his or her account under the Plan during such Payroll Deduction
Period.  Shares purchased under the Plan will be held in the custody of an agent
(the "Agent") appointed by the Board of Directors.  The Agent may hold the
shares purchased under the Plan in stock certificates in nominee names and may
commingle shares held in its custody in a single account or stock certificate
without identification as to individual participating employees.  A
participating employee may, at any time following his or her purchase of shares
under the Plan, by written notice instruct the Agent to have all or part of such
shares reissued in the participating employee's own name and have the stock
certificate delivered to the employee.

11.  WITHHOLDING OF TAXES.

     To the extent that a participating employee realizes ordinary income in
connection with a sale or other transfer of any shares of Class A Common Stock
purchased under the Plan, the Company may withhold amounts needed to cover such
taxes from any payments otherwise due and owing to the participating employee or
from shares that would otherwise be issued to the participating employee
hereunder.  Any participating employee who sells or otherwise transfers shares
purchased under the Plan within two years after the beginning of the Payroll
Deduction Period in which the shares were purchased must within 30 days of such
transfer notify the Payroll Department of the Company in writing of such
transfer.

12.  ACCOUNT STATEMENTS.

     The Company will cause the Agent to deliver to each participating employee
a statement for each Payroll Deduction Period during which the employee
purchases Class A Common Stock under the Plan, reflecting the amount of payroll
deductions during the Payroll Deduction Period, the number of shares purchased
for the employee's account, the price per share of the shares purchased for the
employee's account and the number of shares held for the employee's account at
the end of the Payroll Deduction Period.

13.  PARTICIPATION ADJUSTMENT.

     If in any Payroll Deduction Period the number of unsold shares that may be
made available for purchase under the Plan pursuant to Section 1 above is
insufficient to permit exercise of all rights deemed exercised by all
participating employees pursuant to Section 9 above, a participation adjustment
will be made, and the number of shares purchasable by all participating
employees will be

                                      -4-
<PAGE>

reduced proportionately. Any funds then remaining in a participating employee's
account after such exercise will be refunded to the employee.

14.  CHANGES IN ELECTIONS TO PURCHASE.

     (a)  A participating employee (other than a participating employee who is
an executive officer of the Company who is subject to Section 16(b) under the
Securities Exchange Act of 1934, as amended, (the "Exchange Act")) may, at any
time prior to the last trading day of the Payroll Deduction Period, by written
notice to the Company, direct the Company to cease payroll deductions (or, if
the payment for shares is being made through periodic cash payments, notify the
Company that such payments will be terminated), in accordance with the following
alternatives:

          (i)  The employee's option to purchase shall be reduced to the number
of shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account; or

          (ii)  Withdraw the amount in such employee's account and
terminate such employee's option to purchase.

     (b) Any participating employee may increase or decrease his or her payroll
deduction or periodic cash payments, to take effect on the first day of the next
Payroll Deduction Period, by delivering to the Company a new form regarding
election to participate in the Plan under Section 5 above.

15.  VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE.

     In the event a participating employee (other than a participating employee
who is an executive officer of the Company who is subject to Section 16(b) under
the Exchange Act) voluntarily leaves the employ of the Company or a
participating Affiliate, otherwise than by retirement under a plan of the
Company or a participating Affiliate, or is discharged for cause prior to the
last day of the Payroll Deduction Period, the amount in the employee's account
will be distributed and the employee's option to purchase will terminate.  In
the event a participating employee who is subject to Section 16(b) under the
Exchange Act voluntarily leaves the employ of the Company or a participating
Affiliate, otherwise than by retirement under a plan of the Company or a
participating Affiliate, or is discharged for cause prior to the last day of the
Payroll Deduction Period, the employee's option to purchase shall be reduced to
the number of shares which may be purchased, as of the last day of the Payroll
Deduction Period, with the amount then credited to the employee's account.

                                      -5-
<PAGE>

16.  RETIREMENT OR SEVERANCE.

     In the event a participating employee (other than a participating employee
who is an officer of the Company who is subject to Section 16(b) under the
Exchange Act) who has an option to purchase shares leaves the employ of the
Company or a participating Affiliate because of retirement under a plan of the
Company or a participating Affiliate, or because of termination of the
employee's employment by the Company or a participating Affiliate for any reason
except discharge for cause, the participating employee may elect, within 10 days
after the date of such retirement or termination, one of the following
alternatives:

     (a)  The employee's option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account; or

     (b)  Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

     In the event the participating employee does not make an election within
the aforesaid 10-day period, he or she will be deemed to have elected subsection
16(b) above; provided, however, that a participating employee who is an officer
             -----------------
of the Company who is subject to Section 16(b) under the Exchange Act will
receive shares of Class A Common Stock pursuant to subsection 16(a).

17.  LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY.

     Payroll deductions for shares for which a participating employee has an
option to purchase may be suspended during any period of absence of the employee
from work due to lay-off, authorized leave of absence or disability or, if the
employee so elects, periodic payments for such shares may continue to be made in
cash provided, however, that if such employee is an officer of the Company who
     -----------------
is subject to Section 16(b) under the Exchange Act, such periodic payments must
be continued in cash.

     If such employee returns to active service prior to the last day of the
Payroll Deduction Period, the employee's payroll deductions will be resumed and
if said employee did not make periodic cash payments during the employee's
period of absence, the employee shall, by written notice to the Company's
Payroll Department within 10 days after the employee's return to active service,
but not later than the last day of the Payroll Deduction Period, elect:

     (a) To make up any deficiency in the employee's account resulting from a
suspension of payroll deductions by an immediate cash payment;

     (b) Not to make up such deficiency, in which event the number of shares to
be purchased by the employee shall be reduced to the number of whole shares

                                      -6-
<PAGE>

which may be purchased with the amount, if any, then credited to the employee's
account plus the aggregate amount, if any, of all payroll deductions to be made
thereafter; or

     (c) Withdraw the amount in the employee's account and terminate the
employee's option to purchase.

     A participating employee on lay-off, authorized leave of absence or
disability on the last day of the Payroll Deduction Period shall deliver written
notice to his or her employer on or before the last day of the Payroll Deduction
Period, electing one of the alternatives provided in the foregoing clauses (a),
(b) and (c) of this Section 17.  If any employee fails to deliver such written
notice within 10 days after the employee's return to active service or by the
last day of the Payroll Deduction Period, whichever is earlier, the employee
shall be deemed to have elected subsection 17(c) above.

     If the period of a participating employee's lay-off, authorized leave of
absence or disability shall terminate on or before the last day of the Payroll
Deduction Period, and the employee shall not resume active employment with the
Company or a participating Affiliate, the employee shall receive a distribution
in accordance with the provisions of Section 16 of this Plan.

18.  DEATH.

     In the event of the death of a participating employee while the employee's
option to purchase shares is in effect, the legal representatives of such
employee may, within three months after the employee's death (but no later than
the last day of the Payroll Deduction Period) by written notice to the Company
or participating Affiliate, elect one of the following alternatives:

     (a)  The employee's option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account; or

     (b)  Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

     In the event the legal representatives of such employee fail to deliver
such written notice to the Company or participating Affiliate within the
prescribed period, the election to purchase shares shall terminate and the
amount, then credited to the employee's account shall be paid to such legal
representatives; provided, however, that the estate of a participating employee
                 -----------------
who is an officer of the Company who is subject to Section 16(b) under the
Exchange Act will receive shares of Class A Common Stock pursuant to subsection
18(a).

                                      -7-
<PAGE>

19.  FAILURE TO MAKE PERIODIC CASH PAYMENTS.

     Under any of the circumstances contemplated by this Plan, where the
purchase of shares is to be made through periodic cash payments in lieu of
payroll deductions, the failure to make any such payments shall reduce, to the
extent of the deficiency in such payments, the number of shares purchasable
under this Plan.

20.  TERMINATION OF PARTICIPATION.

     A participating employee will be refunded all moneys in his or her account,
and his or her participation in the Plan will be terminated if either (a) the
Board elects to terminate the Plan as provided in Section 25 below, or (b) the
employee ceases to be eligible to participate in the Plan under Section 4 above.
As soon as practicable following termination of an employee's participation in
the Plan, the Company will deliver to the employee a check representing the
amount in the employee's account and a stock certificate representing the number
of whole shares held in the employee's account.  Once terminated, participation
may not be reinstated for the then current Payroll Deduction Period, but, if
otherwise eligible, the employee may elect to participate in any subsequent
Payroll Deduction Period.

21.  ASSIGNMENT.

     No participating employee may assign his or her rights to purchase shares
of Class A Common Stock under the Plan, whether voluntarily, by operation of law
or otherwise.  Any payment of cash or issuance of shares of Class A Common Stock
under the Plan may be made only to the participating employee (or, in the event
of the employee's death, to the employee's estate).  Once a stock certificate
has been issued to the employee or for his or her account, such certificate may
be assigned the same as any other stock certificate.

22.  APPLICATION OF FUNDS.

     All funds received or held by the Company under the Plan may be used for
any corporate purpose until applied to the purchase of Class A Common Stock
and/or refunded to participating employees.  Participating employees' accounts
will not be segregated.

23.  NO RIGHT TO CONTINUED EMPLOYMENT.

     Neither the Plan nor any right to purchase Class A Common Stock under the
Plan confers upon any employee any right to continued employment with the
Company or any of its participating Affiliates, nor will an employee's
participation in the Plan restrict or interfere in any way with the right of the
Company or any of its participating Affiliates to terminate the employee's
employment at any time.

                                      -8-
<PAGE>

24.  AMENDMENT OF PLAN.

     The Board may, at any time, amend the Plan in any respect (including an
increase in the percentage specified in Section 8 above used in calculating the
Purchase Price); provided, however, that without approval of the stockholders of
                 -----------------
the Company no amendment shall be made (a) increasing the number of shares
specified in Section 1 above that may be made available for purchase under the
Plan (except as provided in Section 26 below), (b) changing the eligibility
requirements for participating in the Plan, or (c) impairing the vested rights
of participating employees.

25.  EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN.

     The Plan shall be effective as of the date of adoption by the Board, which
date is set forth below, subject to approval of the Plan by a majority of the
votes present and entitled to vote at a duly held meeting of the shareholders of
the Company at which a quorum representing a majority of all outstanding voting
stock is present, either in person or by proxy; provided, however, that upon
                                                -----------------
approval of the Plan by the shareholders of the Company as set forth above, all
rights to purchase shares granted under the Plan on or after the effective date
shall be fully effective as if the shareholders of the Company had approved the
Plan on the effective date.  If the shareholders fail to approve the Plan on or
before one year after the effective date, the Plan shall terminate, any rights
to purchase shares granted hereunder shall be null and void and of no effect,
and all contributed funds shall be refunded to participating employees.  The
Board may terminate the Plan at any time and for any reason or for no reason,
provided that such termination shall not impair any rights of participating
employees that have vested at the time of termination.  In any event, the Plan
shall, without further action of the Board, terminate ten (10) years after the
date of adoption of the Plan by the Board or, if earlier, at such time as all
shares of Class A Common Stock that may be made available for purchase under the
Plan pursuant to Section 1 above have been issued.

26.  EFFECT OF CHANGES IN CAPITALIZATION.

     (a)  Changes in Stock.

     If the number of outstanding shares of Class A Common Stock is increased or
decreased or the shares of Class A Common Stock are changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend, or other distribution
payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the effective
date of the Plan, the number and kinds of shares that may be purchased under the
Plan shall be adjusted proportionately and accordingly by the Company.  In
addition, the number

                                      -9-
<PAGE>

and kind of shares for which rights are outstanding shall be similarly adjusted
so that the proportionate interest of a participating employee immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding rights shall
not change the aggregate Purchase Price payable by a participating employee with
respect to shares subject to such rights, but shall include a corresponding
proportionate adjustment in the Purchase Price per share.

     (b)  Reorganization in Which the Company Is the Surviving Corporation.

     Subject to Subsection (c) of this Section 26, if the Company shall be the
surviving corporation in any reorganization, merger or consolidation of the
Company with one or more other corporations, all outstanding rights under the
Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Class A Common Stock subject to such rights would have been
entitled immediately following such reorganization, merger or consolidation,
with a corresponding proportionate adjustment of the Purchase Price per share so
that the aggregate Purchase Price thereafter shall be the same as the aggregate
Purchase Price of the shares subject to such rights immediately prior to such
reorganization, merger or consolidation.

     (c)  Reorganization in Which the Company Is Not the Surviving Corporation
          or Sale of Assets or Stock.

     Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon a
sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Company is the surviving corporation) approved by
the Board that results in any person or entity owning more than 80 percent of
the combined voting power of all classes of stock of the Company, the Plan and
all rights outstanding hereunder shall terminate, except to the extent provision
is made in writing in connection with such transaction for the continuation of
the Plan and/or the assumption of the rights theretofore granted, or for the
substitution for such rights of new rights covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and exercise prices, in which event the Plan
and rights theretofore granted shall continue in the manner and under the terms
so provided.  In the event of any such termination of the Plan, the Payroll
Deduction Period shall be deemed to have ended on the last trading day prior to
such termination, and in accordance with Section 10 above the rights of each
participating employee then outstanding shall be deemed to be automatically
exercised on such last trading day.  The Board shall send written

                                      -10-
<PAGE>

notice of an event that will result in such a termination to all participating
employees not later than the time at which the Company gives notice thereof to
its stockholders.

     (d)  Adjustments.

     Adjustments under this Section 26 related to stock or securities of the
Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.

     (e)  No Limitations on Company.

     The grant of a right pursuant to the Plan shall not affect or limit in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.

27.  GOVERNMENTAL REGULATION.

     The Company's obligation to issue, sell and deliver shares of Class A
Common Stock pursuant to the Plan is subject to such approval of any
governmental authority and any national securities exchange or other market
quotation system as may be required in connection with the authorization,
issuance or sale of such shares.

28.  STOCKHOLDER RIGHTS.

     Any dividends paid on shares held by the Company for a participating
employee's account will be transmitted to the employee.  The Company will
deliver to each participating employee who purchases shares of Class A Common
Stock under the Plan, as promptly as practicable by mail or otherwise, all
notices of meetings, proxy statements, proxies and other materials distributed
by the Company to its stockholders.  Any shares of Class A Common Stock held by
the Agent for an employee's account will be voted in accordance with the
employee's duly delivered and signed proxy instructions.  There will be no
charge to participating employees in connection with such notices, proxies and
other materials.

29.  RULE 16b-3.

     Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor provision under the Exchange Act.  If
any provision of the Plan or action by the Board fails to so comply, it shall be
deemed null and void to the extent permitted by law and deemed advisable by the
Board.  Moreover, in the event the Plan does not include a provision required by
Rule 16b-3

                                      -11-
<PAGE>

to be stated herein, such provision (other than one relating to
eligibility requirements, or the price and amount of awards) shall be deemed
automatically to be incorporated by reference into the Plan.

30.  PAYMENT OF PLAN EXPENSES.

     The Company will bear all costs of administering and carrying out the Plan.

                             *    *    *

     This Plan was duly adopted and approved by the Board of Directors of the
Company by resolution at a meeting held on the 28th of March, 1996.


                                        ----------------------------------
                                        Casey D. Mahon, Esq.
                                        Secretary of the Company

     This Plan was duly approved by the stockholders of the Company at a meeting
of the stockholders held on the 30th of April, 1996.


                                        ----------------------------------
                                        Casey D. Mahon, Esq.
                                        Secretary of the Company

     This Plan was duly amended by the Board of Directors of the Company by
resolution at a meeting held on the 5th of December, 1996.


                                        ----------------------------------
                                        Casey D. Mahon, Esq.
                                        Secretary of the Company

                                      -12-