EXHIBIT 10.9A


                                             EXECUTION COPY

              REVISED AND RESTATED MANAGEMENT

       THIS REVISED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement")
   is made as of May 12, 1999, revising and restating the Management
   Agreement made as of July 1, 1998, by and among Roma Restaurant Holdings,
   Inc., (formerly known as Romacorp, Inc.), a Delaware corporation (the
   "Company"), and Robert B. Page ("Executive"). Certain definitions are set
   forth in Section 14 of this Agreement.

      The Company and Executive desire to enter into this revised and
   restated agreement (i) setting forth the terms pursuant to which the
   Company granted to Executive an option to acquire certain shares of
   Common stock; (ii) setting forth the terms and conditions of Executive's
   employment with the Company; and (iii) setting forth the obligation of
   Executive to refrain from competing with the Company and/or its
   Subsidiaries under certain circumstances as provided herein.

    The parties hereto agree as follows:

                STOCK AND OPTION PROVISIONS

    1. [This Section intentionally omitted]

    2. Stock Option.

       a) Grant of Option. Pursuant to the Plan, the Company hereby
   grants to Executive a nonqualified stock option (the "Option") to
   purchase 8.80 shares (the "Option Shares") of Common, at a price per
   share of $12,500.00 (the "Exercise Price"). The Exercise Price and the
   number of Option Shares may be adjusted as provided in the Plan. The
   Option is not intended to be an "incentive stock option" within the
   meaning of Section 422 of the Internal Revenue Code.

    (b) Executive Bound by Plan. Attached hereto as Annex A is a copy of the
   Plan which is incorporated herein by reference and made a part hereof.
   Executive hereby acknowledges receipt of a copy of the Plan and agrees
   to be bound by all the terms and provisions thereof. The Plan should be
   carefully examined before any decision is made to exercise the option.

        (c) Exercisabilitv. Subject to Section 2(f), the Option shall be
   exercisable, in whole or in part, by written notice to the Company at any
   time, and from time to time, during the period of time after the date
   hereof and prior to the tenth anniversary of the date hereof or such
   earlier date upon which the Option expires as specified herein or in the
   Plan. The Option may not be exercised for a fraction of a share of
   Common. The Option is subject to cancellation as provided in the Plan.

   (d) Vesting of Option. The Option shall vest with respect to the
   Option Shares as follows:

      (i) Time Option Shares. This Option shall vest with respect
   to 4.40 Option Shares subject to this Option (the "Time Option Shares")
   provided the Executive remains continuously employed with the Company
   after the date hereof and through and including the vesting dates
   described below as follows:

                                      Number of Time
     Vesting Date                    Option Shares Which Vest
     July l 1999                        8.80 (1/10 of grant)
     The last day of each of the      0.0733 (1/120 of the grant)
     firsts 48 months after July 1, 1999

   provided, that upon the closing of a Sale of the Company, this Option
   will immediately vest with respect to all of the unvested Time Option
   Shares.

    (ii) Performance Option Shares. This Option shall vest with respect
   to 4.40 Option Shares (the "Performance Option Shares") upon the
   attainment of certain goals described in this Section 2(d)(ii). This
   Option shall vest with respect to 1.466 Performance Option Shares as of
   the vesting dates set forth below if (x) the Company's EBITDA (as defined
   below) for the fiscal year ending on such vesting date equals at least
   the dollar amount set forth opposite such vesting date (each a "Target
   EBITDA") and (y) the Executive has been continuously employed with the
   Company from the date hereof through the applicable vesting date.

    Vesting Dates                            Target EBITDA

    Last day of fiscal year 1999              $17,628,000
    Last day of fiscal year 2000              $18,060,000
    Last day of fiscal year 2001              $20,392,000
    Last day of fiscal year 2002              $24,024,000

   ; provided that the last day of fiscal year 2002 vesting date is provided
   only for the purposes of vesting Performance Option Shares, if any, which
   do not vest on the last day of fiscal year 2001 and in no event shall
   more than 4.40 Option Shares vest pursuant to this Section 2(d)(ii).

    The effective date of vesting shall be as set forth above even
   though EBITDA for the applicable period may not be determined until a
   date thereafter.

    In the event that the Company does not achieve the Target EBITDA
   provided in the table above as of the last day of fiscal year 1999, the
   last day of fiscal year 2000 and/or the last day of fiscal year 2001, the
   portion of the Option which did not vest on any such date shall vest if
   the actual EBITDA for the following fiscal year exceeds the Target EBITDA
   for such following fiscal year by an amount greater than or equal to the
   shortfall in Target EBITDA for the prior fiscal year.

      
<PAGE>
    In the event that (a) the Company consummates any acquisition of the
   capital stock or assets of another corporation in any given year or
   (b)the Company commits to a one-time unusual capital expenditure, the
   Target EBITDA for such year will be adjusted to account for the pro-forma
   and pro-rata EBITDA impact of such acquired corporation or such capital
   expenditure, as the case may be.

    "EBITDA" means earnings before interest, income taxes, depreciation,
   amortization, Sentinel Capital Partners, L.P.'s or one of its affiliate's
   management fee and non-recurring charges

        (e) Early Expiration Upon Termination of Employment. Any portion-of
   the Option that has previously vested prior to or on the date Executive's
   employment with the Company, Roma Restaurant Holdings, Inc. (the
   Company's parent) or the Company's Subsidiaries terminates (the
   "Termination Date") for any reason other than termination by the Company
   for Cause may be exercised by Executive within 30 days of the Termination
   Date. If Executive does not elect to exercise any vested portion of the
   Option within 30 days of the Termination Date, such portion shall expire
   and shall no longer be exercisable. If Executive elects to exercise any
   portion of such Option within 30 days of the Termination Date, such
   portion shall be immediately subject to the Repurchase Option pursuant
   to the terms and conditions set forth in Section 3. If the Executive's
   employment is terminated by the Company for Cause, the portion of the
   Option that is vested but not yet exercised shall be forfeited.

        (f) Procedure for Exercise. Executive may exercise all or a portion
   of the Option by delivering written notice of exercise to the Company,
   together with (i) written acknowledgment that Executive has read and has
   been afforded an opportunity to ask questions of management of the
   Company regarding all financial and other information provided to
   Executive regarding the Company and (ii) payment in full by delivery of
   a cashiers or certified check in: the amount equal to the sum of (A) the
   Exercise Price multiplied by the number of shares of Common to be
   acquired and (b) the amount, if any, of any additional federal and state
   income taxes required to be withheld by reason of the exercise of the
   Option. As a condition to the exercise of any part of the Option,
   Executive will permit the Company to, and at the request of Executive the
   Company shall, deliver to him all financial and other information
   regarding the Company and its Subsidiaries which it believes necessary
   to enable Executive to make an informed investment decision.

        (g) Securities Laws Restrictions. Executive represents that when
   Executive exercises the Option he will be purchasing Option Shares for
   Executive's own account and not on behalf of others. Executive
   understands and acknowledges that federal and state securities laws
   govern and restrict Executive's right to offer, sell or otherwise dispose
   of any Option Shares unless Executive's of her, sale or other disposition
   thereof is registered under the Securities Act and state securities laws
   or, in the opinion of the Company' counsel, such offer, sale or other
   disposition is exempt from registration thereunder. Executive agrees that
   he will not offer, sell or otherwise dispose of any Option Shares in any
   manner which would: (i) require the company to file any registration
   statement (or similar filing under state law) with the Securities and
   Exchange Commission or to amend or supplement any such filing or (ii)
   violate or cause the Company to violate the Securities Act. the rules and
   regulations promulgated thereunder or any other state or federal law
   Executive further understands that the certificates for any Option Shares
   Executive purchases will bear the legend set forth in Section 5 hereof
   or such other legends as the Company necessary or desirable in connection
   with the Securities Act or other rules, regulations or laws.

        (h) Non-Transferability of the Option. The Option is personal to
   Executive and is not transferable by Executive. Only Executive or
   Permitted Transferees or their respective estates or heirs are entitled
   to exercise the Option.

        (i) Effect of Transfers in Violation of Agreement. The Company will
   not be required (i) to transfer on its books any Option Shares which have
   been sold or transferred in violation of any of the provisions set forth
   in this Agreement, or (ii) to treat as owner of such shares, to accord
   the right to vote as such owner or to pay dividends to any transferee to
   whom such shares have been transferred in violation of this Agreement.

        (j) Delivery of Shares. The date on which Executive has delivered
   to the Company the items required under Section 2(f) is referred to
   herein as Executive's Exercise Dates. Certificates for Option Shares
   purchased upon exercise of the Option shall be delivered by the Company
   to Executive within five business days after Executive's Exercise Date.

        (k) Date of Issuance. The Option Shares issuable upon the exercise
   of the Option shall be deemed to have been issued to Executive on
   Executive's Exercise Date, and Executive shall be deemed for all purposes
   to have become the record holder of such Option Shares on Executive's
   Exercise Date.

        (1) Fully Paid. The issuance of certificates for Option Shares upon
   exercise of the Option shall be made without charge to Executive for any
   issuance tax in respect thereof or other cost incurred by the Company in
   connection with such exercise. Each Option Share issuable upon exercise
   of the Option shall, upon payment of the exercise price therefor, be
   fully paid and nonassessable and free from all liens and charges with
   respect to the issuance thereof.

        (m) Book Transfer. The Company shall not close its books against the
   transfer of any Option Shares issued or issuable upon the exercise of the
   Option in any manner which interferes with the timely exercise of the
   Option.

        (n) Filings. The Company shall assist and cooperate with Executive
   to make any required governmental filings or obtain any governmental
   approvals prior to or in connection with any exercise of the Option.

        (o) Reservation. The Company shall at all times reserve and keep
   available out of its authorized but unissued shares of Common solely for
   the purpose of issuance upon the exercise of the Option, such number of
   shares of Common as are issuable upon the exercise of all outstanding
   Options. All Option Shares which are so issuable shall, when issued, be
   duly and validly issued, fully paid and nonassessable and free from all
   taxes, liens and charges. The Company shall take all such actions as may
   be necessary to assure that all such Option Shares may be so issued
   without violation of any applicable law or governmental regulation or any
   required ends of any domestic securities exchange or market upon which
   shares of Common may be listed (except for official notice of issuance
   which shall be immediately delivered by the Company upon each such
   issuance).

    3. Repurchase Option.

        (a) Repurchase Option. In the event that Executive is no longer
   employed by the Company or any of its Subsidiaries for any reason, the
   Executive Securities, whether held by Executive, or one or more Permitted
   Transferees, will be subject to repurchase by the Company and the
   Investors pursuant to the terms and conditions set forth in this Section
   3 (the "Repurchase Option").

        (b) Termination for Reasons Other than for Cause. If the Executive's
   employment with the Company or any of its Subsidiaries is terminated for
   any reason other than for Cause, then within one year after the
   Termination Date, the Company may elect to purchase all or some of 50%
   of the Executive Securities (other than the Option Shares) and 100% of
   the Option Shares (collectively, the "Eligible Stock"), at a price per
   share equal to the Fair Market Value thereof (x) as determined on the
   Termination Date, if the Repurchase Notice (as defined in Section 3(d)
   below) has been delivered within three months after the Termination Date,
   or (y) as determined as of a date determined by the Board within 30 days
   prior to the delivery of the Repurchase Notice, if the Repurchase Notice
   is delivered after the third month following the Termination Date;
   provided that if Executive terminates his employment and violates
   Sections 10,11 or 12, the repurchase price for each share of Eligible
   Stock shall be equal to the lesser of its Fair Market Value or the
   Original Value thereof.

        (c) Termination for Cause. If Executive is no longer employed by the
   Company or any of its Subsidiaries as a result of Executive's termination
   for Cause, then within one year after the Termination Date, the Company
   may elect to purchase all or any portion of the Executive Securities
   (collectively, the "Available Stock"), at a price per share equal to the
   lower of the Fair Market Value thereof and the Original Value thereof.

     (d) Repurchase Procedures. The Company may elect to exercise the right
   to purchase all or any portion of the Eligible Stock or the Available
   Stock, as the case may be, by delivering written notice (the "Repurchase
   Notice") to the holder or holders of such Executive Securities. The
   Repurchase Notice will set forth the number of shares of Executive
   Securities to be acquired from such holder(s), the aggregate
   consideration to be paid for such shares and the time and place for the
   closing of the transaction. If any shares of Executive Securities are
   held by Permitted Transferees of Executive, the Company shall purchase
   the shares elected to be purchased from such holder(s) of shares of
   Executive Securities pro rata according to the number of shares of
   Executive Securities held by such holder(s) at the time of delivery of
   such Repurchase Notice (determined as nearly as practicable to the
   nearest share).

    (e) Investors' Rights.

     (i) If for any reason the Company does not elect to purchase all
   of the Eligible Stock or the Available Stock, as the case may be, prior
   to the 90th day following the Termination Date, Sentinel and then in
   certain circumstances, each Investor will be entitled to exercise the
   Repurchase Option, in the manner set forth in Section 3(d), for the
   Eligible Stock or the Available Stock, as the case may be, that the
   Company has not elected to purchase (the "Available Shares"). As soon as
   practicable but in any event within thirty (30) days after the Company
   determines that there will be Available Shares, the Company will deliver
   written notice (the "Option Notice") to all Investors setting forth the
   number of Available Shares and the price for each Available Share.

     (ii) Sentinel will be permitted to purchase all or some of the
   number (the "Sentinel Portion") of Available Shares equal to the product
   of (A) Sentinel's Pro Rata Share and (B) the number of Available Shares,
   by delivering written notice to the Company and the other Investors
   within 30 days after receipt of the Option Notice from the Company (such
   30-day period being referred to herein as the "Sentinel Election
   Period"). The quotient determined by dividing (x) the number of shares
   of Available Shares elected to be purchased by Sentinel and (y) the
   Sentinel Portion, shall be referred to as the "Sentinel Percentage." If
   Sentinel elects to purchase any of the Available Shares, each of the
   other Investors shall be permitted to purchase all or some of the number
   of Available Shares equal to the product of (m) the Sentinel Percentage,
   (n) such Investor's Pro Rata Share and (o) the number of Available
   Shares, by delivering written notice to the Company within 30 days after
   receipt of the Option Notice from the Company.

        (f) Closing. The closing of the transactions contemplated by this
   Section 3 will take place on the date designated by the Company in the
   Repurchase Notice, which date will not be more than 90 days after the
   delivery of such notice. The Company and/or the Investors, as the case
   may be, will pay for the Executive Securities to be purchased pursuant
   to the Repurchase Option by delivery of, in the case of an Investor, a
   check payable to the holder of Executive Securities, and in the case of
   the Company (i) a check payable to the holder of such Executive
   Securities, (ii) a note or notes payable in three equal annual
   installments beginning on the first anniversary of the closing of such
   purchase and bearing interest (payable quarterly) at a rate per annum
   equal to 10% or (iii) both (i) and(ii) in the aggregate amount of the
   purchase price for such shares (which note will also become due upon a
   Change of Ownership). The Company and/or the Investors, as the case may
   be, will receive customary representations and warranties from Executive
   regarding the sale of the Executive Securities, including but not limited
   to the representation that Executive has good and marketable title to the
   Executive Securities to be transferred free and clear of all liens,
   claims and other encumbrances.

        (g) Restrictions on Repurchase. Notwithstanding anything to the
   contrary contained in this Agreement, all repurchases of Executive
   Securities by the Company shall be subject to applicable restrictions
   contained in the Delaware General Corporation Law and in the Company's
   and its Subsidiaries= debt and equity financing agreements. If any such
   restrictions prohibit the repurchase of Executive Securities hereunder
   which the Company is otherwise entitled or required to make, the Company
   may make such repurchases as soon as it is permitted to do so under such
   restrictions.

        (h) Termination of Repurchase Right. The right of the Company and
   the Investors to repurchase Executive Securities pursuant to this Section
   3 shall terminate upon the first to occur of a Sale of the Company or a
   Qualified Public Offering.

   4. Stockholders Agreement. The parties hereto acknowledge that the shares
   of Executive Securities are subject to the terms and conditions of the
   Stockholders Agreement and such shares shall be deemed to be "Company
   Shares" and the Executive shall be deemed to be a "Stockholder" for all
   purposes of the Stockholders Agreement.

   5. Restrictions on Transfer.

    (a) The certificates representing the Executive Securities bear the
   following legend:

   "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
   ON
                 , 1998, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
   OF 1933, AS AMENDED (THE AACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN
   THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
   EXEMPTION FROM REGISTRATION THE THEREUNDER THE SECURITIES REPRESENTED BY
   THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER,
   CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A
   MANAGEMENT AGREEMENT AMONG ROMA RESTAURANT HOLDINGS, INC. (THE "COMPANY")
   AND EXECUTIVE DATED AS OF JULY 1, 1998, AS AMENDED AND MODIFIED FROM TIME
   TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF
   AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

     (b) No holder of Executive Securities may sell, transfer or dispose of
   any Executive Securities (except pursuant to an effective registration
   statement under the Securities Act) without first delivering to the
   Company an opinion of counsel (reasonably acceptable in form and
   substance to the Company) that neither registration nor qualification
   under the Securities Act and applicable state securities laws is required
   in connection with such transfer.


                    EMPLOYMENT PROVISIONS

   6. Employment. The Company shall employ Executive, and Executive hereby
   accepts employment with the Company, upon the terms and conditions set
   forth in this Agreement for the period beginning on the date hereof and
   ending as provided in Section 9 hereof (the "Employment Period").

   7. Position and Duties.

     (a) During the Employment Period, Executive shall serve as the Chief
   Executive Officer of the Company and shall have the normal duties,
   responsibilities and authority of the Chief Executive Officer, subject
   to the power of the Board to expand or limit such duties,
   responsibilities and authority and to override actions of the President.

      (b) Executive shall report to the Board, and Executive shall devote
   his best efforts and substantially all of his business time and attention
   (except for permitted vacation periods and reasonable periods of illness
   or other incapacity) to the business and affairs of the Company and its
   Subsidiaries. Executive shall perform his duties and responsibilities to
   the best of his abilities in a diligent, trustworthy, businesslike and
   efficient manner.

     (c) In addition, Executive shall be responsible for (i) providing
   assistance to the Company in maintaining all of the Company's
   relationships with its customers and suppliers, and (ii) assisting the
   Company in the evaluation of new business opportunities.

   8. Base Salary, Benefits and Bonuses.

     (a) During the Employment Period, Executive's base salary shall be
   $200,000 per annum or such higher rate as the Board may designate from
   time to time (the "Base Salary"), which salary shall be payable in
   regular installments in accordance with the Company's general payroll
   practices and shall be subject to customary withholding. In addition,
   during the Employment Period, Executive shall be entitled to participate
   in all of the Company's employee benefit programs for which senior
   executive employees of the Company and its Subsidiaries are generally
   eligible, including, but not limited to the Company's group medical
   coverage program, and Executive shall be eligible for paid vacation in
   accordance with the policies of the Company.

     (b) The Company shall reimburse Executive for all reasonable expenses
   incurred by him in the course of performing his duties under this
   Agreement which are consistent with the Company's policies in effect from
   time to time with respect to travel, entertainment and other business
   expenses, subject to the Company's requirements with respect to reporting
   and documentation of such expenses.

      (c) In addition to the Base Salary, the Board shall award a bonus to
   Executive following the end of each fiscal year equal to up to 50% of the
   Executive's Base Salary based upon performance, determined at the
   discretion of the Board. It is anticipated that in any given fiscal year
   if the Company were to just meet the performance goals contained in the
   Company's management plan, the bonus awarded under this Section 8(c)
   would be approximately 25% of the Executive's Base Salary.

   9. Term: Termination.

      (a) The Employment Period shall end on the third annual anniversary
   of the date hereof; provided that (i) the Employment Period shall
   terminate prior to such date upon Executive's death, resignation or
   Disability; (ii) the Employment Period may be terminated by the Company
   at any time prior to such date for Cause or without Cause; (iii) the
   Employment Period may be terminated by Executive at any time for any
   reason (a "Voluntary Termination"); and (iv) unless each party is
   notified in writing within 30 days before the third annual anniversary
   of the date hereof or the end of a Renewal Period, the Employment Period
   shall automatically be extended for additional one year periods (each
   such period, a "Renewal Period").

     (b) Upon (1) a Voluntary Termination of the employment relationship by
   Executive other than within 10 days of a Good Reason Event or (2)
   termination of the Executive's employment relationship by the Company for
   Cause, prior to the end of the Employment Period (the "Term"), all future
   compensation or bonuses to which Executive would otherwise be entitled
   and all fixture benefits for which Executive would otherwise be eligible
   shall cease and terminate as of the date of such termination; provided,
   however, that any salary, bonus, incentive payment, deferred compensation
   or other compensation or benefit which has been earned by or accrued for
   the benefit of Executive prior to the date of termination shall not be
   forfeited and shall be paid to Executive promptly.

      (c) Upon a termination of Executive's employment prior to the end of
   the Term other than (i) a termination by the Company for Cause or (ii)
   a Voluntary Termination of the employment relationship by Executive other
   than within 10 days of a Good Reason Event, the Executive shall be
   entitled, in consideration of Executive's continuing obligations
   hereunder after such termination (including, without limitation,
   Executive's non-competition obligations), to receive his Base Salary,
   payable bi-weekly, and fringe benefits, as if Executive's employment
   (which shall cease on the date of such termination) had continued for the
   twelve (12) months following termination; provided that in the event
   Executive's employment is terminated for the reasons set forth in clauses
   (i) or (ii) above, Executive shall be required to use his reasonable best
   efforts to obtain, as expeditiously as possible, employment with at least
   comparable salary and responsibilities commensurate with those set forth
   herein. In such event, Executive's right to receive the amounts and
   benefits set forth in this Section 9(c) shall terminate. Notwithstanding
   the foregoing, if Executive obtains employment in accordance with this
   Section 9(c) and the salary to be paid to Executive is less than the Base
   Salary, the Company shall pay to Executive an amount equal to such
   deficiency, payable bi-weekly, for the remainder of the severance period.

                  MISCELLANEOUS PROVISIONS

   10. Confidential Information. Executive acknowledges that the
   information, observations and data obtained by him while employed by the
   Company and its Subsidiaries (including those obtained while employed by
   the Company prior to the date of this Agreement) concerning the business
   or affairs of the Company or any of its Subsidiaries ("CONFIDENTIAL
   Information") are the property of the Company or such Subsidiary.
   Therefore, Executive agrees that he shall not disclose to any
   unauthorized person or use for his own purposes any Confidential
   Information without the prior written consent of the Board, unless and
   to the extent that (i) such information was otherwise available to
   Executive from a source other than the Company and (ii) the
   aforementioned matters become generally known to and available for use
   by the public other than as a result of Executive's acts or omissions.
   Executive shall deliver to the Company at the termination of the
   Employment Period, or at any other time the Company may request, all
   memoranda, notes, plans, records, reports, computer tapes, printouts and
   software and other documents and data (and copies thereof) relating to
   the Confidential Information, Work Product (as defined below) or the
   business of the Company or any Subsidiary which he may then possess or
   have under his control.

   11. Inventions and Patents. Executive acknowledges that all inventions,
   innovations, improvements, developments, methods, designs, analyses,
   drawings, reports and all similar or related information (whether or not
   patentable) which relate to the Company=s or any of its Subsidiaries=
   actual or anticipated business, research and development or existing or
   future products or services and which are conceived, developed or made
   by Executive while employed by the Company and its Subsidiaries ("Work
   Product") belong to the Company or such Subsidiary. Executive shall
   promptly disclose such Work Product to the Board and perform all actions
   reasonably requested by the Board (whether during or after the Employment
   Period) to establish and confirm such ownership (including, without
   limitation, assignments, consents, powers of attorney and other
   instruments).

   12. Non-Compete. Non-Solicitation.

      (a) In further consideration of the compensation to be paid to
   Executive hereunder, Executive acknowledges that in the course of his
   employment with the Company prior to the date of this Agreement he has
   become familiar, and during his continued employment with the Company he
   shall become familiar, with the Company's trade secrets and with other
   Confidential Information concerning the Company and its Subsidiaries and
   that his services have been and shall be of special, unique and
   extraordinary value to the Company and its Subsidiaries. Therefore,
   Executive agrees that, during the period commencing on the date hereof
   and ending on the third anniversary of the termination of the Employment
   Period (including any Renewal Period) (the ANoncompete Period"), he shall
   not directly or indirectly own any interest in, manage, control,
   participate in, consult with, or render services for, any Person that is
   in the casual dining rib restaurant business in the United States.
   Nothing herein shall prohibit Executive from being a passive owner of not
   more than 5% of the outstanding stock of any class of a corporation which
   is publicly traded, so long as Executive has no active participation in
   the business of such corporation.

      (b) During the Noncompete Period, Executive shall not directly, or
   indirectly through another entity, (i) induce or attempt to induce any
   employee of the Company or any Subsidiary to leave the employ of the
   Company or such Subsidiary, or in any way interfere with the relationship
   between the Company or any Subsidiary and any employee thereof, (ii) hire
   any person who was an employee of the Company or any Subsidiary at any
   time during the Employment Period or (iii) induce or attempt to induce
   any customer, supplier, licensee, licenser, franchisee or other business
   relation of the Company or any Subsidiary to cease doing business with
   the Company or such Subsidiary, or in any way interfere with the
   relationship between any such customer, supplier, licensee or business
   relation and the Company or any Subsidiary (including, without
   limitation, making any negative statements or communications about the
   Company or its Subsidiaries).

      13. Enforcement. If, at the time of enforcement of Sections 10, 11 or
   12 of this Agreement, a court holds that the restrictions stated herein
   are unreasonable under circumstances then existing, the parties hereto
   agree that the maximum period, scope or geographical area reasonable
   under such circumstances shall be substituted for the stated period,
   scope or area. Because Executive's services are unique and because
   Executive has access to Confidential Information and Work Product, the
   parties hereto agree that money damages would not be an adequate remedy
   for any breach of this Agreement. Therefore, in the event a breach or
   threatened breach of this Agreement, the Company or its successors or
   assigns may, in addition to other rights and remedies existing in their
   favor, apply to any court of competent jurisdiction for specific
   performance and/or injunctive or other relief in order to enforce, or
   prevent any violations of, the provisions hereof (without posting a bond
   or other security). In addition, in the event of an alleged breach or
   violation by Executive of Section 12, the Noncompete Period shall be
   tolled until such breach or violation has been duly cured. Executive
   agrees that the restrictions contained in Section 12 are reasonable.

      14. Definitions. All references to a fiscal year refer to the
   Company's fiscal year.

       "Affiliate" means, with respect to any Person, any other Person
   controlling, controlled by, or under common control with such Person. For
   purposes of this Agreement, the term "control" (including, with
   correlative meanings, the terms "controlled by" and "under common control
   with" as used with respect to any Person) means the possession, directly
   or indirectly, of the power to direct or cause the direction of the
   management and policies of such Person whether through ownership of
   voting securities, by contract or otherwise.

    "Board" means the board of directors of the Company.

      "Cause" means (i) the continued failure by Executive to perform duties
   described under Section 7 hereof (which failure is not cured within 5
   days following notice from the Board), (ii) gross negligence (which is
   not cured within 5 days after notice from the Board) or willful
   misconduct by Executive in the performance of his duties or (iii)
   Executive=s commission of a felony or other offense involving moral
   turpitude.

      "Change of Ownership" is any event pursuant to which (i) any Person
   together with such Person's Affiliates (other than the Investors and
   their Affiliates) collectively own at least 50% of the aggregate number
   of shares of Common outstanding at any given time, and (ii) the Investors
   and their Affiliates collectively cease to own at least 50% of the
   aggregate number of shares of Common that they own on the date hereof (as
   adjusted for stock splits, stock dividends and recapitalization and for
   exchanges in connection with a merger, consolidation, reorganization or
   sale).

      "Closing" means the closing of the transactions contemplated by the
   Recapitalization Agreement.

      "Common" means the Company's Common Stock par value $.01 per share.

      "Disability" means Executive's inability, due to illness, accident
   injury, physical or mental incapacity or other disability, to carry out
   effectively his duties and obligations to the Company or to participate
   effectively and actively in the management of the Company for a period
   of at least 90 consecutive days or for shorter periods aggregating 14
   days (whether or not consecutive) during each three month period for not
   less than six months, as determined by an independent physician.

      "Executive Securities" means (i) the Option Shares which are issued
   and outstanding from time to time, (ii) any other shares of Common
   otherwise issued to, acquired by or held by Executive and (iii) shares
   of the Company's capital stock issued with respect to the securities
   specified in clauses (i) or (ii) above by way of a stock split, stock
   dividend or other recapitalization; provided that Executive Securities
   shall continue to be Executive Securities in the hands of any holder
   other than Executive (except for the Company and the Investors and except
   for transferees in a Public Sale), and except as otherwise provided
   herein, each such other holder of Executive Securities shall succeed to
   all rights and obligations attributable to Executive as a holder of
   Executive Securities hereunder.

      "Fair Market Value" of each Option Share or share of Executive
   Securities, as the case may be, means the marker value as determined in
   good faith mutually by the Board and Executive; provided that if the
   parties cannot agree within 30 days, the Fair Market Value will be
   decided by a mutually acceptable independent investment bank, whose
   determination will be final and binding.

      "Family Group" means Executive's spouse and descendants (whether
   natural or adopted) and any trust solely for the benefit of Executive
   and/or Executive's spouse and/or descendants.

      "Good Reason Event" means:

         (a) Notwithstanding the exercise of the power granted to the
   Company and the Board by the concluding clause of Section 7(a) hereof,
   the assignment to the Employee of any duties inconsistent in any material
   respect with Employee's position (including status, offices, titles and
   reporting requirements), authority, duties or responsibilities initially
   assigned to Executive and as contemplated by Section 7 of this Agreement,
   or any other action that results in a diminution in such position,
   authority, duties or responsibilities, excluding for this purpose an
   isolated, insubstantial and inadvertent action not taken in bad faith
   that is remedied within 10 days after receipt of written notice thereof
   from the Employee to the Company; or

      (b) Any failure by the Company to comply with any of the provisions
   of this Agreement, other than an isolated, insubstantial and inadvertent
   failure not occurring in bad faith that is remedied within 10 days after
   receipt of written notice thereof from the Employee to the Company.

      "Investor Shares@ means (i) any Common acquired by the Investors, and
   (ii) any equity securities of the Company issued or issuable directly or
   indirectly with respect to the securities referred to in clause (i) above
   by way of stock dividend or stock split or in connection with a
   combination of shares, recapitalization, merger, consolidation or other
   reorganization; provided that Investor Shares shall not include (a)
   shares of Common issued pursuant to the conversion or exercise of any
   options, warrants or other convertible securities or (b) any equity
   securities of the Company issued or issuable with respect to the
   securities referred to in clause (a) above in connection with a
   combination or split of shares, recapitalization, merger, consolidation
   or other reorganization.

       "Investors" means the parties listed on Schedule 1 attached hereto,
   provided that if a party who is an employee of the Company as of the date
   hereof or becomes an employee of the Company at any time after the date
   hereof ceases to be an employee of the Company hereafter or thereafter,
   such party shall be deemed to have been removed from the Schedule and
   shall no longer be deemed an Investor for purposes of this Agreement.

       "Option Shares" means, collectively, the Time Option Shares and the
   Performance Option Shares.

       "Original Value" means with respect to each Option Share, the
   exercise price paid for such Option Share (each as proportionally
   adjusted for all stock splits, stock dividends and other recapitalization
   subsequent to the date hereof.

      "Permitted Transferee@ has the meaning set forth in the Stockholders
   Agreement.

      "Person" means any natural person, corporation, partnership, limited
   liability company, trust, unincorporated organization or other entity.

      "Plan" means that certain Roma Restaurant Holdings, Inc. 1998 Stock
   Option Plan.

      "Pro Rata Share" means, with respect to each Investor, the quotient
   determined by dividing (i) the total number of Investor Shares held by
   such Investor, by (ii) the total number of Investor Shares held by all
   Investors.

      "Public Sale" means any sale pursuant to a registered public offering
   under the Securities Act or any sale to the public pursuant to Rule 144
   promulgated under the Securities Act effected through a broker, dealer
   or market maker.

      "Qualified Public Offering" has the meaning set forth in the
   Stockholders Agreement.

     "Recapitalization Agreement" means that certain Recapitalization
   Agreement, dated as of April 24, 1998, by and among the Company and
   certain other parhes thereto, as amended.

      "Sale of the Company" means the first to occur of any transaction (i)
   following which there has been a Change of Ownership, or (ii) involving
   the sale of substantially all of the Company=s assets determined on a
   consolidated basis.

      "Securities Act" means the Securities Act of 1933, as amended from
   time to time.

      "Sentinel" means Sentinel Capital Partners, L.P., a Delaware limited
   partnership.

      "Stockholders Agreement" means that certain Stockholders Agreement
   dated as of the date hereof, by and among the Company and the Company's
   stockholders.

      "Subsidiary" means any corporation, partnership, association or other
   business entity of which (i) if a corporation, a majority of the total
   voting power of shares of stock entitled (without regard to the
   occurrence of any contingency) to vote in the election of directors,
   managers or trustees thereof is at the time owned or controlled, directly
   or indirectly, by the Company or (ii) if a partnership, association or
   other business entity, a majority of the partnership or other similar
   ownership interests thereof is at the time owned or controlled, directly
   or indirectly, by the Company. For purposes hereof, the Company shall be
   deemed to have a majority ownership interest in a partnership,
   association or other business entity if the Company, directly or
   indirectly, is allocated a majority of partnership, association, or other
   business entity gains or losses, or is or controls the managing director
   or general partner (or Person having like authority) of such partnership,
   association or other business entity.

       "Termination Date" has the meaning set forth in Section 2(e).

   15. Notices. Any notice provided for in this Agreement must be in writing
   and must be either personally delivered, mailed by first class mail
   (postage prepaid and return receipt requested) or sent by reputable
   overnight courier service (charges prepaid) to the Investors at the
   addresses indicated in the Company's records and to the other recipients
   at the address indicated below:

   If to Executive:   Robert Page
                      3924 Evesham
                      Plano, TX 75025

   If to the Company: Roma Restaurant Holdings, Inc.
                 c/o Sentinel Capital Partners, L.P.
                 777 Third Avenue, 32nd Floor
                 New York, New York 10022
                 Attention: David S. Lobel
                            John F. McCormack
                            Eric D. Bommer

   with a copy to: Kirkland & Ellis
                 Citicorp Center
                 153 East 53rd Street
                 New York, New York 10022
                 Attention: Frederick Tanne, Esquire

                      - and -

                 David Short
                 Romacorp, Inc.
                 9304 Forest Lane, Suite 200
                 Dallas, TX 75243

   or such other address or to the attention of such other person as the
   recipient party shall have specified by prior written notice to the
   sending party. Any notice under this Agreement shall be deemed to have
   been given when so delivered or sent or, if mailed, five days after
   deposit in the U.S. mail.

   16. General Provisions.

     (a) Executive Acknowledgment. The Executive acknowledges that he/she
   shall not be entitled to any salary, bonuses, benefits or options granted
   hereunder unless and until the stockholders of the Company approve such
   rights in compliance with the requirements of Section 280G(b) (5)(B) of
   the Internal Revenue Code and proposed Treasury Regulation Section
   1280G-l, Q&A 7.

     (b) Transfers in Violation of Agreement. Any transfer or attempted
   transfer of any Executive Securities in violation of any provision of
   this Agreement shall be void, and the Company shall not record such
   transfer on its books or treat any purported transferee of such Executive
   Securities as the owner of such stock for any purpose.

      (c) Severability. Whenever possible, each provision of this Agreement
   shall be interpreted in such manner as to be effective and valid under
   applicable law, but if any provision of this Agreement is held to be
   invalid, illegal or unenforceable in any respect under any applicable law
   or rule in any jurisdiction, such invalidity, illegality or
   unenforceability shall not affect any other provision or any other
   jurisdiction, but this Agreement shall be reformed, construed and
   enforced in such jurisdiction as if such invalid, illegal or
   unenforceable provision had never been contained herein.

     (d) Complete Agreement. This Agreement, those documents expressly
   referred to herein and other documents of even date herewith embody the
   complete agreement and understanding among the parties and supersede and
   preempt any prior understandings, agreements or representations by or
   among the parties, written or oral, which may have related to the subject
   matter hereof in any way.

      (e) Counterparts. This Agreement may be executed in separate
   counterparts, each of which is deemed to be an original and all of which
   taken together constitute one and the same agreement.

      (f) Successors and Assigns. Except as otherwise provided herein, this
   Agreement shall bind and inure to the benefit of and be enforceable by
   Executive, the Company, the Investors and their respective successors and
   assigns (including subsequent holders of Executive Securities); provided
   that the rights and obligations of Executive under this Agreanent shall
   not be assignable except in connection with a permitted transfer of
   Executive Securties hereunder.

      (g) Choice of Law. The corporate law of the State of Delaware shall
   govern all questions concerning the relative rights of the Company,
   Executive and the Investors. All issues and questions concerning the
   construction, validity, enforcement and interpretation of this Agreement
   and the exhibits and schedules hereto shall be governed by, and construed
   in accordance with, the laws of the State of New York, without giving
   effect to any choice of law or conflict of law rules or provisions
   (whether of the State of New York or any other jurisdiction) that would
   cause the application of the laws of any jurisdiction other than the
   State of New York.

      (h) Remedies. Each of the parties to this Agreement (including the
   Investors) shall be entitled to enforce its rights under this Agreement
   specifically, to recover damages and costs (including reasonable
   attorney's fees) caused by any breach of any provision of this Agreement
   and to exercise all other rights existing in its favor. The parties
   hereto agree and acknowledge that money damages would not be an adequate
   remedy for any breach of the provisions of this Agreement and that any
   party may in its sole discretion apply to any court of law or equity of
   competent jurisdiction (without posting any bond or deposit) for specific
   performance and/or other injunctive relief in order to enforce or prevent
   any violations of the provisions of this Agreement.

      (i) Amendment and Waiver. The provisions of this Agreement may be
   amended and waived only with the prior written consent of the Company and
   Executive.  The provisions of Section 3 may be amended and waived only
   with the prior written consent of the Investors.

      (j) Third-Party Beneficiaries. The parties hereto acknowledge and
   agree that the Investors are third party beneficiaries of this Agreement.
   This Agreement will inure to the benefit of and be enforceable by the
   Investors and their successors and assigns.

                       *  *  *  *  *

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
   the date first written above.

                 ROMA RESTAURANT HOLDINGS, INC.

                 By: /s/David G. Short

                 Its: Vice President


                 /s/ Robert B. Page
                 Robert B. Page



      
<PAGE>
                         Schedule I

   Sentinel Capital Partners, L.P.
   Sentinel Capital Partners II, L.P.
   Omega Partners, L.P.
   The Provident Bank
   Travelers Casualty and Surety Company
   The Travelers Insurance Company The Travelers Life and Annuity Company
   The Phoenix Insurance Company NPC Restaurant Holdings, Inc.


      
<PAGE>
               ROMA RESTAURANT HOLDINGS, INC.
                   1998 STOCK OPTION PLAN

                         ARTICLE I

                       Purpose of Plan


      This 1998 Stock Option Plan (the "Plan") of Rome Restaurant Holdings,
   Inc. (formerly known as Romacorp, Inc.) (the "Company"), adopted by the
   Board of Directors of the Company on July 1, 1998, for executive and
   other key employees of thc Company, is intended to advance the best
   interests of the Company by providing those persons who have a
   substantial responsibility for its management and growth with additional
   incentives by allowing them to acquire an ownership interest in the
   Company and thereby encourage them to contibute to the success of the
   Company and to remaim in its employ. The avai1ability and offering of
   stock options under the Plan also increases the Company's ability to
   attract and retain individuals of exceptional managerial talent upon
   whom, in large measure, the sustained progress, growth and profibility
   of the Company depends.  The Plan is a compensatory benefit plan within
   the meaning of Rule 701 under the Securities Act and, unless and until
   the Common Stock is publicly traded, the issuance of stock purchase
   options and Common Stock pursuant to the Plan is intended to qualify for
   the exemption from registration under the Securities Act provided by Rule
   701.

                         ARTICLE II

                        Definitions

        For purposes of the Plan, except where the context clearly indicates
   otherwise, the follouring terms shall have the meanings set forth below:

        "Board" sill mean the Board of Directors of the Company.

        "Code" shall mean the Internal Revenue Code of 1986, as amended, and
   any successor statute.

        "Commmittee~" shall mean the committee of the Board which may be
   designated by the Board to administer the Plan. The Committee shall be
   composed of two or more directors as appointed from time to time to serve
   by the Board.

      
<PAGE>
  "Common Stock" shall mean the Company's Common Stock, par Value $.01
   per share, or if the outstanding Common Stock is hereafter changed into
   or exchanged for different stock or securities of the Company, such other
   stock or securities.

        "Company" has the meaning ascribed thereto in Article I hereof.

        "Option Agreement" has the meaning ascribed thereto in Secdon 6.3
   hereof.

        "Options" shall have the meaning set forth in Article IV.

        "Participant" shall mean any executive or other key employee or
   director of the Company or any Subsidiary who has been selected to
   participate in the  Plan by the Conunittee or the Board.

        "Person" means an individual, a partnership, a corporation, a
   limited liability company, an association, a joint stock company, a
   trust, a joint venture, an unincorporated organizatlon and a governmental
   entity or any department, agency or political subdivision thereof.

        "Plan" has the meaning ascribed thereto in Article I hereof.

        "Securities Act" means the Securities Act of 1933, as amended.

         "Stockholders Agreement" means that Stockholders Agreement dated
   as of June ___, l998 by and among the Company and the Company's
   stockholders, attached as Exhibit A hereto.

        "Subsidiary" means any subsidiary corporation (as such tetm is
   defined in Section 424(f) of the Code) of the Company.

                        ARTICLE III

                       Administration

        The Plan shall be administered by the Committee; provided that if
   for any reason the Committee shall not have been appointed by the Board,
   all authority and duties of the Committee under the Plan shall be vested
   in and exercised by the Board. Subject to the limitations of the Plan,
   the Committee shall have the sole and complete authority to: (i) select
   Participants, (ii) grant Options to Participants in such forms and
   amounts as it shall determine, (iii) impose such limitations,
   restrictions and conditions upon such Options as it shall deem
   appropriate, (iv) interpret the Plan and adopt, amend and rescind
   administrative guidelines and other rules and regulations relating to the
   Plan, (v) correct any defect or omission or reconcile any inconsistency
   in the Plan or in any Option granted hereunder and (vi) make all other
   determinations and take all other actions necessary or advisable for the
   implementation and administration of the Plan. The Committee's
   determinations on matters within its authority shall be conclusive and
   binding upon the Participants, the Company and all other Persons. All
   expenses associated with the administration of the Plan shall be borne
   by the Company. The Committee may, as approved by the Board and to the
   extent permissible by law, delegate any of its authority hereunder to
   such persons as it deems appropriate.


                         ARTICLE IV

               Limitation on Aggregate Shares

     The number of shares of Common Stock with respect to which options may
   be granted under the Plan (the "Options") and which may be issued upon
   the exercise thereof shall not exceed, in the aggregate, 44.44 shares;
   provided that the type and the aggregate number of shares which may be
   subject to Options shall be subject to adjustment in accordance with the
   provisions of Section 6.9 below, and further provided that to the extent
   any Options expire unexercised or are canceled, terminated or forfeited
   in any manner without the issuance of Common Stock thereunder, or if any
   Options are exercised and the shares of Common Stock issued thereunder
   are repurchased by the Company, such shares shall again be available
   under the Plan. Shares of Common Stock available under the Plan may be
   either authorized and unissued shares, treasury shares or a combination
   thereof, as the Committee shall determine.


                         ARTICLE V

                           Awards

        5.1 Options. The Committee may grant Options to Participants at any
   time prior to the termination of this Plan in such quantity, at such
   price, on such terms and subject to such conditions that are consistent
   with this Plan and established by the Committee. Options granted under
   this Plan shall be subject to such terms and conditions and evidenced by
   agreements as shall be deteermined from time to time by the Committee.

        5.2 Form of Option. Options granted under this Plan shall be
   nonqualified stock options and are not intended to be "incentive stock
   options" within the meaning of Section 422A of the Code or any successor
   provision.

        5.3 Exercise Price. The option exercise price per share of Common
   Stock shall be fixed by the Committee at the time of grant.

        5.4 Exercise Procedure. Options shall be exercisable, to the extent
   they are vested, at any such time or times after the date of grant of
   such Options and prior to the date of expiration thereof, subject to such
   conditions or restrictions as the Conunittee shall decide in each case
   when the Options are granted. Options be exercisable by delivering
   written notice to the Company (to the attention of the Company's
   Secretary) accompanied by payment in full of the applicable exercise
   price. Payment of such exercise price shall be made in cash (including
   check, bank draft, money order or wire transfer of immediately available
   funds). At the time a Participant's exercise of Options, such Participant
   shall be required to execute a joinder agreements making such Participant
   a party to the Stockholders Agreement.

        5.5 Vesting.  Options may vest in one or more installments, upon the
   passage of specified periods of time, upon the achievement by the Company
   of certain performanace goals, or upon such other criteria, as the
   Committee shall decide in each case when the Options are granted.

        5.6 Terms of Options. The Committee shall determine the term of each
   Ontion (including any early expirations thereof), which term shall in no
   event exceed ten years from the date of grant.


                         ARTICLE VI

                     General Provisions


        6.1 Repurchase Right.  In the event a Participant's employment with
   the  Company is terminated for any reason, the Option Shares (whether
   held by such Participant or one or more transferees and including any
   Option Shares acquired subsequent to such termination of employment) will
   be subject to repurchase by the Company pursuant to terms and conditions
   set forth in such Participant's Option Agreement.

        6.2 Written Agreement.  Each Option granted hereunder shall be
   embodied in a written agreement (an "Option Agreement") which shall be
   signed by the Participant to whom the Option is granted and by the
   Chairman or the President of the Company for and in the name and on
   behalf of the Compamy and shall be subject to the terms and conditions
   as set forth herein.

        6.3 Listing. Registration and Compliance with Laws and Regulations.
   Options shall be subject to the requirement that if at any time the
   Committee shall determine, in its discretion, that the listing,
   registration or qualification of the shares subject to the Options upon
   any secutities  exchange or under any state or federal securities or
   other law or regulation, or the consent or approval of any governmental
   regulatory body, is necessary or desirable as a condition to or in
   connection with the granting of the Options or the issuance or purchase
   of shares thereunder, no Options may be granted or exercised, in whole
   or in part, unless such listings registration, qualification, consent or
   approval shall have been effected or obtained free of any conditions not
   acceptable to the Committee. The holders of such Options shall supply the
   Company with such certificates, representations and infomation as the
   Company shall request and shall otherwise cooperate with the Company in
   obtaining such listing, registration, qualification, consent or approval.
   In the case of officers and other Persons subject to Section 16(b) of the
   Securities Exchange Act of 1934, as amended, the Committee may at any
   time impose any limitations upon the exercise of us Option that, in the
   Committee's discretion, are necessity or desirable in order to comply
   with such Section 16(b) and the rules and regulations thereunder. If the
   Company, as part of an offering of securities or otherwise, finds it
   desirable because of federal or state regulatory requirements to reduce
   the period during which any Options may be exercised, the Committee, may,
   in its discretion and without the Participant's consent, so reduce such
   period on not less then 15 days' written notice to the holders thereof.

        6.4 Withholding of Taxes. The Company shall be entitled if necessary
   or desirable, to withhold from any Participant from any amounts due and
   payable by the Company to such Participant (or secure payment from such
   Participant in lieu of withholding) the amount of any withholding or
   other tax due from the Company with respect to shares issuable under the
   Options, and the Company may defer such issuance unless indemnified to
   its satisfaction.
        6.5 Notification of Inquiries and Agreements. Each Participant and
   each Permitted Transferee shall notify the Company in writing within 10
   days after the date such Participant or Permitted Transferee (i) first
   obtains knowledge of any Internal Revenue Service inquiry, audit,
   assertion, determination, investigation, or question relatingin any
   manner to the value of Options granted hereunder, (ii) includes or agrees
   (including without limitation, in any settlement, closing or other
   similar agreement) to include in gross income with respect to any Option
   granted under this Plan (A) any amount in excess of the amount reported
   on Form 1099 or Form W-2 to such Participant by the Company, or (B) if
   no such Form was received, any amount; and/or (iii) exercises, sells
   disposes of, or otherwise transfers an Option acquired pursuant to this
   Plan.  Upon request, a Participant or Permitted Transferee shall provide
   to the Company any information or document relating to any event
   described in the preceding sentence which the Company (in its sole
   discretion) requires in order to calculate and substantiate any change
   in the Company's tax liability, as a result of such event

        6.6 Options Not Tranferrable. Options may not be transferred other
   than  by will or the laws of descent and distribution and, during the
   lifetime of the Participant to whom they were granted, may be exercised
   only by such Participant (or, if such Participant is incapacitated, by
   such Participant's legal guardian or legal representative). In the event
   of the death of a Participant, Options which are not vested on the date
   of death shall terminate; exercise of Options granted hereunder to such
   Participant, which are vested as of the date of death, may be made only
   by the executor or administrator of such Participant's estate or the
   Person or Persons to whom such Participant's rights under the Options
   will pass by will or the laws of descent and distribution.

        6.7 Adjustments. In the event of a reorganization, recapita1ization,
   stock dividend or stock split, or combination or other change in the
   shares of Common Stock, the Board or the Committee may, in order to
   prevent the dilution or enlargement of rights under outstanding Options,
   make such adjustments in the number and type of shares authorized by the
   Plan, the number and type of shares covered by outstanding Options and
   the exercise prices specified therein as may be detemiincd to be
   appropriate and equitable.

        6.8 Rights of Participants.  Nothing in the Plan shall interfere
   with or limit in any way the right of the Company or any Subsidiary to
   terminate any Participant's employment at any time (with or without
   cause), or confer upon any Participant any right to continue in the
   employ of the Company or any Subsidiary for any period of time or to
   continue to receive such Participant's  current (or other) rate of
   compensation. No employee shall have a right to be selected as a
   Participant or, having been so selected, to be selected again  as a
   Participant.

        6.9 Amendment, Suspension and Termination of Plan.  The Board or the
   Committee may suspend or terminate the Plan or any portion thereof at any
   time and may amend it from time to time in such respects as the Board or
   the Committee may deem advisable; provided that no such amendment shall
   be made without stockholder approval to the extent such approval is
   required by law, agreement or the rules of any exchange upon which the
   Common Stock is listed, and no such amendment, suspension or termination
   shall impair the rights of Partcipants under outstanding Options without
   the consent of the Participants affected thereby.  No options shall be
   granted hereunder after the tenth anniversary of the adoption of the
   Plan.

        6.10 Amendment,  Modification and Cancellation of Outstanding
   Options.  The Committee may amend or modify any Option in any manner to
   the extent that the Committee would have had the authority under the Plan
   initially  to grant such Option; provided that no such amendment or
   modification shall impair tbe rights of any Participant under any Option
   without the consent of such Participant. With the Participant's consent,
   the Committee may cancel any Option and issue a new Option to such
   Participant.

        6.11 Indemnification.  In addition to such other rights of
   indemnification as they may have as members of the Board or the
   Committee, the members of the Committee shall be indemnified by the
   Company against all costs and expenses reasonably incurred by them in
   connection with any action, suit or proceeding to which they or any of
   them may be party by reason of any action taken or failure to act under
   or in connection with the Plan or any Option granted thereunder, and
   against all amounts paid by them in settlement thereof (provided such
   settlement is approved by independent legal counsel selected by the
   Company) or paid by them in satisfaction of a judgment in any such
   action, suit or proceeding; provided that any such Committee member shall
   be entitled to the indemnification rights set forth in this Section 6.13
   only if such member has acted in good faith and in a manner that such
   member reasonably believed to be in or not opposed to the best interests
   of the Company and, with respect to any criminal action or proceeding,
   had no reasonable cause to believe that such conduct was unlawfill, and
   further provided that upon the institution of any such action, suit or
   proceeding a Committee member shall give the Company written notice
   thereof and an opportunity, at its own expense, to handle and defend the
   same before such Commmittee member undertakes to handle and defend it on
   his own behalf.

        6.12 Restricted Securities. All Common Stock issued pursuant to the
   terms of this Plan shall constitute "restricted securities," as that term
   is defined in Rule 144 promulgated by the Securities and Exchange
   Commission pursuant to the Securities Act, and may not be transferred
   except in compliance with the registration requirements of the Securities
   Act or an exemption therefrom.


                        * * * * *