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                                                                     EXHIBIT 4.5

                                CYBERONICS, INC.

                      AMENDED AND RESTATED 1997 STOCK PLAN

     1. Purposes of the Plan. The purposes of this Stock Plan are:

          o    to attract and retain the best available personnel for positions
               of substantial responsibility,

          o    to provide additional incentive to Employees, Directors and
               Consultants, and

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

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

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

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

          (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Rights are, or will
be, granted under the Plan.

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

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

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

          (f) "Common Stock" means the common stock of the Company.

          (g) "Company" means Cyberonics, Inc., a Delaware corporation.

          (h) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

          (i) "Director" means a member of the Board who is not an Employee or a
Consultant.

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

          (k) "Employee" means any person who is a common law employee of the
Company or any Parent or Subsidiary of the Company and shall include any
Officer.

          (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (m) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;


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

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

          (n) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

          (o) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

          (p) "Notice of Grant" means a written or electronic notice evidencing
certain terms and conditions of an individual Option or Stock Right grant.

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

          (r) "Option" means a stock option granted pursuant to the Plan.

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

          (t) "Optioned Stock" means the Common Stock subject to an Option or
Stock Right.

          (u) "Optionee" means the holder of an outstanding Option or Stock
Right granted under the Plan.

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

          (w) "Plan" means the 1997 Stock Plan, as hereby amended and restated.

          (x) "Restricted Stock" means shares of Common Stock acquired pursuant
to a grant of a Stock Right under Section 11 of the Plan.

          (y) "Restricted Stock Agreement" means a written agreement between the
Company and the Optionee evidencing the terms and restrictions applying to stock
received under a Stock Right. The Restricted Stock Agreement is subject to the
terms and conditions of the Plan and the Notice of Grant.

          (z) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
rule or provision.

          (aa) "Section 16(b)" means Section 16(b) of the Exchange Act.

          (bb) "Service Provider" means an Employee, Director or Consultant. A
Service Provider shall not cease to be a Service Provider in the case of (i) any
leave of absence approved by the Company, Parent or Subsidiary or (ii) transfers
between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock Options, no such
leave may exceed ninety days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract. If reemployment upon expiration of a leave
of absence approved by the Company is not so guaranteed, on the 91st day of such
leave any Incentive Stock Option held by the Optionee shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option. If an Employee's employer ceases to be a Subsidiary
of the Company or its Parent, such Employee shall cease to be a Service Provider
on such date.

          (cc) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.


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          (dd) "Stock Right" means a right to acquire Common Stock pursuant to
Section 11 of the Plan, as evidenced by a Notice of Grant.

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

     3. Stock Subject to the Plan. Subject to the provisions of Section 13 of
the Plan and the following provisions of this Section, the maximum aggregate
number of Shares which may be delivered under the Plan is 1,900,000. The Shares
may be authorized, but unissued, or reacquired Common Stock.

     If an Option or Stock Right expires or become unexercisable without having
been exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan was
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Stock Right, shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are reacquired by the
Company at their original purchase price (if any), such Shares shall become
available for future grant under the Plan.

     4. Administration of the Plan.

          (a) Procedure.

               (i) Multiple Administrative Bodies. The Plan may be administered
by different Committees with respect to different groups of Service Providers.

               (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

               (iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.

               (iv) Other Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which committee shall
be constituted to satisfy Applicable Laws.

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

               (i) to determine the Fair Market Value;

               (ii) to select the Service Providers to whom Options and Stock
Rights may be granted hereunder;

               (iii) to determine the number of shares of Common Stock to be
covered by each Option and Stock Right granted hereunder;

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

               (v) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Option or Stock Right granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options or Stock Rights may be exercised (which may be based
on performance criteria), and vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock
Right of the shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;

               (vi) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;


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               (vii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

               (viii) to allow Optionees to satisfy the minimum withholding tax
obligations of the Company by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option or Stock Right that number of
Shares having a Fair Market Value equal to the minimum amount required to be
withheld. The Fair Market Value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined. All
elections by an Optionee to have Shares withheld for this purpose shall be made
in such form and under such conditions as the Administrator may deem necessary
or advisable;

               (ix) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option or Stock Right
previously granted by the Administrator; and

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

          (c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options or Stock Rights.

     5. Eligibility. Nonstatutory Stock Options and Stock Rights may be granted
to Service Providers. Incentive Stock Options may be granted only to Employees.

     6. Limitations.

          (a) Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

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

          (c) The following limitations shall apply to grants of Options:

               (i) No Service Provider shall be granted, in any fiscal year of
the Company, Options to purchase more than 500,000 Shares.

               (ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 250,000 Shares
which shall not count against the limit set forth in subsection (i) above.

               (iii) The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as described in
Section 13.

               (iv) If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 13), the cancelled Option will be counted against the
limits set forth in subsections (i) and (ii) above.


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     7. Term of Plan. Subject to Section 19 of the Plan, this Amendment and
Restatement of the Plan shall become effective upon its adoption by the Board.
It shall continue in effect for a term of ten (10) years from such date unless
terminated earlier under Section 15 of the Plan.

     8. Term of Option. The term of each Option shall be stated in the Option
Agreement. In the case of a Nonstatutory Stock Option, if the Option Agreement
does not provide for a term, such term shall be ten (10) years from the date of
grant. In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be provided in the
Option Agreement. Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement.

     9. Option Exercise Price and Consideration.

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

               (i) In the case of an Incentive Stock Option

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

                    (B) granted to any Employee other than an Employee described
in paragraph (A) immediately above, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant.

               (ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator but shall not be less
than 100% of the Fair Market Value per Share on the date of grant.

               (iii) Notwithstanding the foregoing, replacement or substitution
Options may be granted with a per Share exercise price of less than 100% of the
Fair Market Value per Share on the date of grant pursuant to a merger or other
corporate transaction.

          (b) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.

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

               (i) cash;

               (ii) check;

               (iii) promissory note;

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

               (v) consideration received by the Company under a
"cashless-broker" exercise program implemented by the Company in connection with
the Plan;


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               (vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;

               (vii) any combination of the foregoing methods of payment; or

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

     10. Exercise of Option.

          (a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a Share.

     An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 13 of the Plan.

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

          (b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified in the Option Agreement or herein, if applicable, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

          (c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option agreement
to the extent the Option is vested on the date of termination (but is no event
later than the expiration of the term of such Option as set forth in the Option
Agreement). Unless provided otherwise in the grant agreement, Options granted
after the date this Amendment and Restatement of the Plan is approved by the
Board shall be fully vested upon the Optionee's ceasing to be a Service Provider
due to Disability. In the absence of a specified time in the Option Agreement,
the Option shall remain exercisable for three (3) months following the
Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified in the
Option Agreement or herein, if applicable, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

          (d) Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death. Unless
provided otherwise in the


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grant agreement, Options granted after the date this Amendment and Restatement
of the Plan is approved by the Board shall be fully vested upon the Optionee's
ceasing to be a Service Provider due to death. In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Optionee's termination. If, at the time of death, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the Plan. The Option
may be exercised by the executor or administrator of the Optionee's estate or,
if none, by the person(s) entitled to exercise the Option under the Optionee's
will or the laws of descent or distribution. If the Option is not so exercised
within the time specified in the Option Agreement or herein, if applicable, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

     11. Stock Rights.

          (a) Grant. Stock Rights may be issued either alone, in addition to, or
in tandem with other awards granted under the Plan and/or cash awards made
outside of the Plan; provided, however, not more than 20% of the Shares
available for awards under the Plan may be issued as Stock Rights. After the
Administrator determines that it will offer Stock Rights under the Plan, it
shall advise the offeree in writing or electronically, by means of a Notice of
Grant, of the terms, conditions and restrictions related to the offer, including
the number of Shares subject to the Stock Right, the price to be paid (if any),
and the time within which the offeree must accept such offer. The offer shall be
accepted by execution of a Restricted Stock Agreement in such form as is
determined by the Administrator.

          (b) Reacquisition Option. Unless the Administrator determines
otherwise, the Restricted Stock Agreement shall grant the Company a
reacquisition option exercisable upon the voluntary or involuntary termination
of the recipient's status as a Service Provider for any reason (including death
or Disability). The reacquisition price (if any) for Shares reacquired pursuant
to the Restricted Stock Agreement shall be determined by the Administrator at
the time the Shares are acquired pursuant to the Restricted Stock Agreement and
may be paid by cancellation of any indebtedness of the recipient to the Company.
The reacquisition option shall lapse at a rate determined by the Administrator.

          (c) Other Provisions. The Restricted Stock Agreement shall contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator in its sole discretion.

          (d) Rights as a Shareholder. Once Restricted Stock is acquired
pursuant to a Stock Right, the recipient shall have rights equivalent to those
of a shareholder, and shall be a shareholder when his or her acquisition is
entered upon the records of the duly authorized transfer agent of the Company.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance of Common Stock pursuant to a Stock Right,
except as provided in Section 13 of the Plan.

     12. Nontransferability of Options and Stock Rights. Unless otherwise
expressly permitted by the Administrator, an Option or Stock Right may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Right transferable, such Option or Stock
Right shall contain such additional terms and conditions as the Administrator
deems appropriate. In no event may an Incentive Stock Option be transferable in
a manner that would cause such Option to cease to be an Incentive Stock Option.

     13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

          (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Stock Right, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Options or Stock Rights have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option or Stock Right, as well as the
price per share of Common Stock covered by each such outstanding Option or Stock
Right, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except


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as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option or Stock Right.

          (b) Change of Control. In the event of a Change of Control (as defined
below), the Optionee shall fully vest in and have the right to exercise the
Option or Stock Right as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable, and any Company
reacquisition option applicable to any Shares acquired upon exercise of an
Option or Stock Right shall lapse as to all such Shares. If an Option or Stock
Right becomes fully vested and exercisable as a result of a Change of Control,
the Administrator shall notify the Optionee in writing or electronically prior
to the Change of Control that the Option or Stock Right shall be fully vested
and exercisable for a period of fifteen (15) days from the date of such notice,
and, subject to the following, the Option or Stock Right shall terminate upon
the expiration of such period. In addition to, or in lieu of, any other
provision of the Plan, the Committee, with the approval of a majority of the
Incumbent Directors (as defined below), may provide that all Options and Stock
Rights not exercised immediately prior to the Change of Control shall (x)
terminate on such Change of Control, unless such Change of Control is described
in clause (iv) below, (y) be assumed by the successor (a parent thereof) in any
such merger or other corporate transaction, or (z) be surrendered in exchange
for equivalent substitution options or awards from the successor (or a parent
thereof). For purposes of this Plan, a "Change of Control" means the happening
of any of the following events:

               (i) the acquisition by any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than the Company, a subsidiary of the Company or a
Company employee benefit plan, of "beneficial ownership" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company's
then outstanding securities entitled to vote generally in the election of
directors; or

               (ii) the consummation of a reorganization, merger, consolidation
or other form of corporate transaction or series of transactions, in each case,
with respect to which persons who were the shareholders of the Company
immediately prior to such reorganization, merger or consolidation or other
transaction do not, immediately thereafter, own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting securities
in substantially the same proportions as their ownership immediately prior to
such event; or

               (iii) the sale or disposition by the Company of all or
substantially all the Company's assets; or

               (iv) a change in the composition of the Board of Directors of the
Company, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either (A)
are directors of the Company as of October 2, 2000, or (B) are elected, or
nominated for election, thereafter to the Board of Directors of the Company with
the affirmative votes of at least a majority of the Incumbent Directors at the
time of such election or nomination, but "Incumbent Director" shall not include
an individual whose election or nomination is in connection with (i) an actual
or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or an actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board or (ii) a plan or agreement to replace a majority of the then Incumbent
Directors; or

               (v) the approval by the Board of Directors or the stockholders of
the Company of a complete or substantially complete liquidation or dissolution
of the Company.

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

     15. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.


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          (b) Shareholder Approval. The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

          (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

     16. Conditions Upon Issuance of Shares

          (a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option or Stock Right unless the exercise of such Option or Stock
Right and the issuance and delivery of such Shares shall comply with Applicable
Laws and shall be further subject to the approval of counsel for the Company
with respect to such compliance.

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

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

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

     19. No Enhancement of Outstanding Options. Notwithstanding anything in this
Amendment and Restatement of the Plan to the contrary, no amendment to Section
10 of the Plan made by this Amendment and Restatement shall operate or be
construed to modify any Option that is outstanding prior to the date the Board
approves this Amendment and Restatement.

     20. Shareholder Approval. This Amendment and Restatement of the Plan shall
be subject to approval by the shareholders of the Company within twelve (12)
months after the date the Plan is adopted by the Board. Such shareholder
approval shall be obtained in the manner and to the degree required under
Applicable Laws. No Option or Stock Right granted with respect to Shares added
to the Plan by this Amendment and Restatement may be exercised prior to such
shareholder approval, and in the event such shareholder approval is not
obtained, such Options and Stock Rights shall automatically terminate.


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