NETSMART TECHNOLOGIES, INC.
EXHIBIT 10.7 - 1999 LONG-TERM INCENTIVE PLAN
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1.      Purpose; Definitions.

        The purpose of the Netsmart Technologies,  Inc. 1999 Long-Term Incentive
Plan (the "Plan") is to enable  Netsmart  Technologies,  Inc. (the "Company") to
attract, retain and reward key employees of the Company and its Subsidiaries and
Affiliates,  and others who provide services to the Company and its Subsidiaries
and  Affiliates,  and  strengthen  the  mutuality of interests  between such key
employees  and such other persons and the  Company's  stockholders,  by offering
such key  employees  and such  other  persons  incentives  and/or  other  equity
interests   or   equity-based   incentives   in  the   Company,   as   well   as
performance-based incentives payable in cash.

        For purposes of the Plan,  the  following  terms shall be defined as set
forth below:

        a. "Affiliate"  means any corporation,  partnership,  limited  liability
company,  joint  venture  or  other  entity,  other  than  the  Company  and its
Subsidiaries,  that is designated by the Board as a participating employer under
the Plan,  provided that the Company directly or indirectly owns at least 20% of
the combined voting power of all classes of stock of such entity or at least 20%
of the ownership interests in such entity.

        b.  "Board" means the Board of Directors of the Company.

        c. "Book Value"  means,  as of any given date,  on a per share basis (i)
the  stockholders'  equity in the Company as of the last day of the  immediately
preceding fiscal year as reflected in the Company's  consolidated balance sheet,
subject to such  adjustments  as the Committee  shall specify at or after grant,
divided  by (ii)  the  number  of then  outstanding  shares  of Stock as of such
year-end date, as adjusted by the Committee for subsequent events.

        d. "Cause" means a felony conviction of a participant, or the failure of
a participant to contest  prosecution for a felony,  or a participant's  willful
misconduct  or  dishonesty,  or  breach  of trust or other  action  by which the
participant  obtains  personal gain at the expense of or to the detriment of the
Company or, if the participant has an employment  agreement with the Company,  a
Subsidiary or Affiliate,  an event which constitutes  "cause" as defined in such
employment agreement.

        e.  "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

        f.  "Commission" means the Securities and Exchange Commission or any
successor thereto.

        g. "Committee" means the Committee referred to in Section 2 of the Plan.
If at any time no  Committee  shall be in  office,  then  the  functions  of the
Committee specified in the Plan shall be exercised by the Board.

        h.  "Company" means Netsmart Technologies, Inc., a Delaware corporation,
or any successor corporation.

        i.  "Deferred  Stock"  means an award made  pursuant to Section 8 of the
Plan of the right to receive Stock at the end of a specified deferral period.

        j.  "Disability" means disability as determined under procedures
established by the Committee for purposes of the Plan.

        k. "Early  Retirement"  means  retirement,  with the express consent for
purposes  of the Plan of the  Company at or before the time of such  retirement,
from active employment with the Company and any Subsidiary or Affiliate pursuant
to the  early  retirement  provisions  of the  applicable  pension  plan of such
entity.

        l.  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, from time to time, and any successor thereto.

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        m. "Fair Market Value" means,  as of any given date, the market price of
the Stock as determined by or in accordance with the policies established by the
Committee  in good faith;  provided,  that,  in the case of an  Incentive  Stock
Option,  the Fair Market Value shall be determined  in accordance  with the Code
and the Treasury regulations under the Code.

        n.  "Incentive  Stock Option" means any Stock Option  intended to be and
designated as an "Incentive  Stock Option"  within the meaning of Section 422 of
the Code.

        o.  "Non-Employee  Director"  shall have the  meaning  set forth in Rule
16b-3 of the Commission pursuant to the Exchange Act or any successor definition
adopted  by the  Commission;  provided  that in the  event  that  said  rule (or
successor rule) shall not have such a definition, the term Non-Employee Director
shall  mean a director  of the  Company  who is not  otherwise  employed  by the
Company or any Subsidiary or Affiliate.

        p.  "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

        q.  "Normal Retirement" means retirement from active employment with the
Company and any Subsidiary or Affiliate on or after age 65.

        r. "Other Stock-Based Award" means an award under Section 10 of the Plan
that is valued in whole or in part by reference  to, or is  otherwise  based on,
Stock.

        s.  "Plan" means this Netsmart Technologies, Inc. 1999 Long-Term
Incentive Plan, as hereinafter amended from time to time.

        t.  "Restricted Stock" means an award of shares of Stock that is subject
to restrictions under Section 7 of the Plan.

        u.  "Retirement" means Normal Retirement or Early Retirement.

        v.  "Stock"  means the Common  Stock,  par value $.01 per share,  of the
Company or any class of common stock into which such common stock may  hereafter
be converted  or for which such common  stock may be  exchanged  pursuant to the
Company's  certificate  of  incorporation  or  as  part  of a  recapitalization,
reorganization or similar transaction.

        w.  "Stock  Appreciation  Right"  means the right  pursuant  to an award
granted  under  Section  6 of the Plan to  surrender  to the  Company  all (or a
portion) of a Stock  Option in exchange  for an amount  equal to the  difference
between (i) the Fair Market Value, as of the date such award or Stock Option (or
such portion  thereof) is  surrendered,  of the shares of Stock  covered by such
Stock  Option (or such  portion  thereof),  subject,  where  applicable,  to the
pricing  provisions  in  Paragraph  6(b)(ii) of the Plan and (ii) the  aggregate
exercise price of such Stock Option or base price with respect to such award (or
the portion thereof which is surrendered).

        x.  "Stock  Option" or "Option"  means any option to purchase  shares of
Stock  (including  Restricted  Stock and  Deferred  Stock,  if the  Committee so
determines) granted pursuant to Section 5 of the Plan.

        y.  "Stock Purchase Right" means the right to purchase Stock pursuant to
Section 9 of the Plan.

        z.  "Subsidiary"  means any  corporation or other business  association,
including  a  partnership  (other  than the  Company)  in an  unbroken  chain of
corporations or other business  associations  beginning with the Company if each
of the  corporations  or  other  business  associations  (other  than  the  last
corporation in the unbroken  chain) owns equity  interests  (including  stock or
partnership interests) possessing 50% or more of the total combined voting power
of all  classes  of equity in one of the other  corporations  or other  business
associations in the chain.

        In  addition,  the  terms  "Change  in  Control,"  "Potential  Change in
Control"  and  "Change  in  Control   Price"  shall  have  meanings  set  forth,
respectively, in Paragraphs 11(b), (c) and (d) of the Plan.


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2.      Administration.

        a. The Plan shall be  administered  by a Committee  of not less than two
Non-Employee Directors,  who shall be appointed by the Board and who shall serve
at the  pleasure  of the Board.  If and to the extent that no  Committee  exists
which  has the  authority  to so  administer  the  Plan,  the  functions  of the
Committee specified in the Plan shall be exercised by the Board. Notwithstanding
the foregoing,  in the event that the Company is not subject to the Exchange Act
or in  the  event  that  the  administration  of  the  Plan  by a  Committee  of
Non-Employee Directors is not required in order for the Plan to meet the test of
Rule 16b-3 of the  Commission  under the Exchange Act, or any  subsequent  rule,
then the Committee need not be composed of Non-Employee Directors.

        b. The  Committee  shall have full  authority to grant,  pursuant to the
terms of the Plan, to officers and other persons eligible under Section 4 of the
Plan: Stock Options,  Stock  Appreciation  Rights,  Restricted  Stock,  Deferred
Stock, Stock Purchase Rights and/or Other Stock-Based Awards. In particular, the
Committee shall have the authority:

               i. to select  the  officers  and other  eligible  persons to whom
Stock Options,  Stock  Appreciation  Rights,  Restricted Stock,  Deferred Stock,
Stock Purchase Rights and/or Other  Stock-Based  Awards may from time to time be
granted pursuant to the Plan;

               ii. to  determine  whether  and to what  extent  Incentive  Stock
Options,  Non-Qualified  Stock Options,  Stock Appreciation  Rights,  Restricted
Stock, Deferred Stock, Stock Purchase Rights and/or Other Stock-Based Awards, or
any combination  thereof, are to be granted pursuant to the Plan, to one or more
eligible persons;

               iii.  to determine the number of shares to be covered by each
such award granted pursuant to the Plan;

               iv. to determine the terms and conditions,  not inconsistent with
the terms of the Plan, of any award granted under the Plan,  including,  but not
limited to, the share price or exercise price and any restriction or limitation,
or any vesting,  acceleration or waiver of forfeiture restrictions regarding any
Stock Option or other award and/or the shares of Stock relating  thereto,  based
in each case on such factors as the  Committee  shall,  in its sole  discretion,
determine;

               v.  to  determine   whether,   to  what  extent  and  under  what
circumstances  a Stock  Option may be settled in cash,  Restricted  Stock and/or
Deferred  Stock  under  Paragraph  5(b)(x) or (xi) of the Plan,  as  applicable,
instead of Stock;

               vi.  to  determine  whether,   to  what  extent  and  under  what
circumstances Option grants and/or other awards under the Plan and/or other cash
awards made by the Company are to be made,  and operate,  on a tandem basis with
other  awards  under the Plan and/or  cash awards made  outside of the Plan in a
manner  whereby the exercise of one award  precludes,  in whole or in part,  the
exercise of another award, or on an additive basis;

               vii.  to  determine  whether,  to  what  extent  and  under  what
circumstances  Stock and other  amounts  payable  with respect to an award under
this Plan shall be  deferred  either  automatically  or at the  election  of the
participant,  including  any  provision  for  any  determination  or  method  of
determination  of the amount (if any)  deemed be earned on any  deferred  amount
during any deferral period;

               viii.  to determine the terms and restrictions applicable to
Stock Purchase Rights and the Stock purchased by exercising such Rights; and

               ix. to determine  an  aggregate  number of awards and the type of
awards to be granted to  eligible  persons  employed  or engaged by the  Company
and/or any specific  Subsidiary,  Affiliate or division and grant to  management
the  authority  to grant  such  awards,  provided  that no awards to any  person
subject to the reporting and short-swing  profit provisions of Section 16 of the
Exchange Act may be granted awards except by the Committee.

        c. The  Committee  shall have the  authority to adopt,  alter and repeal
such rules,  guidelines and practices  governing the Plan as it shall, from time
to time, deem advisable; to interpret the terms and

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provisions  of the Plan and any award issued  under the Plan and any  agreements
relating thereto, and otherwise to supervise the administration of the Plan.

        d. All decisions made by the Committee pursuant to the provisions of the
Plan shall be made in the  Committee's  sole  discretion  and shall be final and
binding on all persons, including the Company and Plan participants.

3.      Stock Subject to Plan.

        a. The  total  number  of shares of Stock  reserved  and  available  for
distribution under the Plan shall be one hundred fifty thousand (150,000) shares
of Common  Stock.  In the event that  awards are granted in tandem such that the
exercise of one award  precludes  the  exercise of another  award then,  for the
purpose of  determining  the number of shares of Stock as to which  awards shall
have been granted,  the maximum number of shares of Stock  issuable  pursuant to
such tandem awards shall be used.

        b. Subject to Paragraph 6(b)(v) of the Plan, if any shares of Stock that
have been optioned cease to be subject to a Stock Option,  or if any such shares
of Stock that are subject to any Restricted Stock or Deferred Stock award, Stock
Purchase Right or Other  Stock-Based  Award granted under the Plan are forfeited
or any such  award  otherwise  terminates  without a payment  being  made to the
participant  in the form of Stock,  such  shares  shall again be  available  for
distribution in connection with future awards under the Plan.

        c.  In  the  event  of  any   merger,   reorganization,   consolidation,
recapitalization,  stock  dividend,  stock split,  stock  distribution,  reverse
split,  combination of shares or other change in corporate  structure  affecting
the Stock, such substitution or adjustment shall be made in the aggregate number
of shares reserved for issuance under the Plan, in the base number of shares, in
the number and option price of shares  subject to  outstanding  Options  granted
under  the  Plan,  in the  number  and  purchase  price  of  shares  subject  to
outstanding  Stock  Purchase  Rights under the Plan, and in the number of shares
subject to other outstanding  awards granted under the Plan as may be determined
to be appropriate by the Committee,  in its sole  discretion,  provided that the
number of shares  subject  to any award  shall  always be a whole  number.  Such
adjusted  option price shall also be used to determine the amount payable by the
Company upon the exercise of any Stock  Appreciation  Right  associated with any
Stock Option.

4.      Eligibility.

        a. Officers and other key  employees  and directors of, and  consultants
and independent  contractors to, the Company and its Subsidiaries and Affiliates
(but excluding, except as to Paragraph 4(b) of the Plan, Non-Employee Directors)
who  are  responsible  for  or  contribute  to  the  management,  growth  and/or
profitability  of the  business  of the  Company  and/or  its  Subsidiaries  and
Affiliates are eligible to be granted awards under the Plan.

        b. On each April 1 of each year,  commencing  April 1, 2000, each person
who is a  Non-Employee  Director on such date shall  automatically  be granted a
Non-Qualified  Stock Option to purchase five thousand  (5,000)  shares of Common
Stock (or such lesser  number of shares of Common Stock as remain  available for
grant at such date  under  the  Plan,  divided  by the  number  of  Non-Employee
Directors at such date).  Such Stock Options shall be exercisable at a price per
share equal to the greater of the Fair Market  Value on the date of grant or the
par value of one share of Common Stock. The Non- Qualified Stock Options granted
pursuant  to this  Paragraphs  4(b) shall  become  exercisable  as to all of the
shares subject  thereto six (6) months from the date of grant,  and shall expire
on the  earlier  of (i) five  years  from the date of grant,  or (ii)  seven (7)
months from the date such Non-Employee  Director ceases to be a director if such
Non-Employee  Director  ceases to be a  director  other  than as a result of his
death or  Disability.  The  provisions of this Paragraph 4(b) may not be amended
more than one (1) time in any six (6) month  period  other  than to comply  with
changes in the Code or the Employee  Retirement Income Security Act ("ERISA") or
the rules thereunder.

5.      Stock Options.

        a.  Administration - Stock Options may be granted alone, in addition to
or in tandem with other awards granted under the Plan and/or cash awards made
outside of the Plan.  Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve.  Stock Options

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granted under the Plan may be of two types: (i) Incentive Stock Options and (ii)
Non-Qualified Stock Options.  The Committee shall have the authority to grant to
any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types
of Stock Options (in each case with or without Stock Appreciation Rights).

        b.  Option Grants - Options granted under the Plan shall be subject to
the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee, in
its sole discretion, shall deem desirable:

               i.  Option Price - The option price per share of Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant.

               ii.  Option Term - The term of each Stock Option shall be fixed
 by the Committee, but no Stock Option shall be exercisable more than ten (10)
years after the date the Option is granted.

               iii.  Exercisability - Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the  Committee  at or  after  grant.  If the  Committee  provides,  in its  sole
discretion,  that any Stock  Option is  exercisable  only in  installments,  the
Committee may waive such installment exercise provisions at any time at or after
grant in whole or in part,  based on such factors as the Committee shall, in its
sole discretion, determine.

               iv.  Method of Exercise.
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                      (A)  Subject to whatever installment exercise provisions
apply under Paragraph 5(b)(iii) of the Plan, Stock Options may be exercised in
whole or in part at any time  during the option  period,  by giving  written
notice of  exercise to the Company  specifying  the number of shares to be
purchased.  Such notice shall be accompanied by payment in full of the purchase
price,  either by check,  note or such other  instrument,  securities or
property as the Committee may accept.  As and to the extent  determined by the
Committee,  in its sole  discretion,  at or after  grant,  payments in full or
in part may also be made in the form of Stock already owned by the optionee or,
in the case of the exercise of a Non-Qualified Stock Option,  Restricted  Stock
or Deferred Stock subject to an award hereunder (based,  in each  case,  on the
Fair  Market  Value of the Stock on the date the option is exercised, as
determined by the Committee).

                      (B)  If payment of the option exercise price of a
Non-Qualified Stock Option is made in whole or in part in the form of Restricted
Stock or Deferred Stock, the Stock issuable upon such exercise (and any
replacement  shares relating thereto) shall remain (or be)  restricted or
deferred,  as the case may be, in accordance  with the  original  terms of the
Restricted  Stock award or Deferred  Stock award in question, and any additional
Stock received upon the exercise shall be subject to the same forfeiture
restrictions or deferral  limitations,  unless otherwise determined by the
Committee, in its sole discretion, at or after grant.

                      (C)  No shares of Stock shall be issued until full payment
therefor has been received by the Company.  In the event of any exercise by note
or other  instrument,  the shares of Stock shall not be issued  until such note
or other  instrument  shall have been paid in full,  and the  exercising
optionee shall have no rights as a stockholder until such payment is made.

                      (D)  Subject to Paragraph 5(b)(iv)(C) of the Plan, an
optionee shall generally have the rights to dividends or other rights of a
stockholder  with respect to shares subject to the Option when the  optionee has
given  written  notice of exercise, has  paid  in  full  for  such  shares,
and,  if  requested,   has  given  the representation described in Paragraph
14(a) of the Plan.

               v.  Non-Transferability  of  Options - No Stock  Option  shall be
transferable  by the optionee  otherwise  than by will or by the laws of descent
and  distribution,  and all  Stock  Options  shall be  exercisable,  during  the
optionee's lifetime, only by the optionee.

               vi.  Termination by Death - Subject to Paragraph  5(b)(ix) of the
Plan with respect to Incentive Stock Options, if an optionee's employment by the
Company and any Subsidiary or Affiliate terminates by reason of death, any Stock
Option held by such optionee may  thereafter  be  exercised,  to the extent such
option was exercisable at the time of death or on such accelerated  basis as the
Committee may

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determine  at or  after  grant  (or as  may be  determined  in  accordance  with
procedures  established by the Committee),  by the legal  representative  of the
estate or by the legatee of the optionee  under the will of the optionee,  for a
period of one year (or such other period as the  Committee may specify at grant)
from the date of such death or until the  expiration  of the stated term of such
Stock Option, whichever period is the shorter.

               vii.  Termination by Reason of Disability or Retirement - Subject
to Paragraph 5(b)(ix) of the Plan with respect to Incentive Stock Options, if an
optionee's  employment by the Company and any Subsidiary or Affiliate terminates
by reason of a Disability or Normal or Early  Retirement,  any Stock Option held
by such optionee may  thereafter be exercised by the optionee,  to the extent it
was exercisable at the time of termination or on such  accelerated  basis as the
Committee may determine at or after grant (or as may be determined in accordance
with procedures established by the Committee), for a period of one year (or such
other  period as the  Committee  may  specify  at  grant)  from the date of such
termination  of  employment  or until the  expiration of the stated term of such
Stock Option, whichever period is the shorter;  provided,  however, that, if the
optionee dies within such one-year period (or such other period as the Committee
shall  specify at grant),  any  unexercised  Stock Option held by such  optionee
shall thereafter be exercisable to the extent to which it was exercisable at the
time of death for a period of one year from the date of such  death or until the
expiration  of the stated  term of such Stock  Option,  whichever  period is the
shorter.  In the event of  termination  of employment by reason of Disability or
Normal or Early Retirement,  if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code,  such Stock Option will  thereafter  be treated as a  Non-Qualified  Stock
Option.

               viii.  Other  Termination - Unless  otherwise  determined  by the
Committee (or pursuant to procedures  established  by the Committee) at or after
grant,  if an  optionee's  employment  by the  Company  and  any  Subsidiary  or
Affiliate  terminates  for any reason other than death,  Disability or Normal or
Early Retirement, the Stock Option shall thereupon terminate; provided, however,
that  if  the  optionee  is  involuntarily  terminated  by  the  Company  or any
Subsidiary or Affiliate  without Cause,  including a termination  resulting from
the  Subsidiary,  Affiliate  or  division  in which the  optionee is employed or
engaged,  ceasing, for any reason, to be a Subsidiary,  Affiliate or division of
the  Company,  such Stock  Option  may be  exercised,  to the  extent  otherwise
exercisable on the date of  termination,  for a period of three months (or seven
months in the case of a person subject to the reporting and  short-swing  profit
provisions of Section 16 of the Exchange Act) from the date of such  termination
or until the  expiration of the stated term of such Stock  Option,  whichever is
shorter.

               ix.  Incentive Stock Options.
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                      (A)  Anything in the Plan to the contrary notwithstanding,
no term of the Plan relating to Incentive Stock Options shall be interpreted,
amended or altered,  nor shall any  discretion or authority  granted  under the
Plan be so exercised,  so as to disqualify  the Plan under Section 422 of the
Code,  or,  without the consent of the  optionee(s)  affected,  to disqualify
any Incentive Stock Option under such Section 422.

                      (B)  To the extent required for "incentive stock option"
status under Section 422(d) of  the  Code  (taking  into  account   applicable
Treasury   regulations  and pronouncements),  the Plan shall be deemed to
provide  that the  aggregate  Fair Market Value  (determined  as of the time of
grant) of the Stock with respect to which Incentive Stock Options are
exercisable for the first time by the optionee during any  calendar  year under
the Plan and/or any other stock  option plan of the  Company or any  Subsidiary
 or parent  corporation  (within  the meaning of Section 425 of the Code) shall
not exceed $100,000.  If Section 422 is hereafter amended  to delete the
requirement  now in  Section  422(d)  that the plan text expressly provide for
the $100,000  limitation set forth in Section 422(d), then this  Paragraph  5(b)
(ix)(B)  shall no longer be operative and the Committee may accelerate the dates
on which the incentive stock option may be exercised.

                      (C)  To the extent permitted under Section 422 of the Code
or the applicable regulations thereunder or any applicable Internal Revenue
Service pronouncement:

                             (I)  If (x) a participant's employment is
terminated by reason of death, Disability or Retirement and (y) the portion of
any Incentive  Stock Option that is otherwise  exercisable  during the
post-termination  period  specified under Paragraphs  5(b)(vi)  and  (vii) of
the  Plan,  applied  without  regard  to the $100,000 limitation contained in
Section 422(d) of the Code, is greater than the portion of

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such option that is  immediately  exercisable  as an  "incentive  stock  option"
during such  post-termination  period under  Section  422,  such excess shall be
treated as a Non-Qualified Stock Option; and

                             (II)  if the exercise of an Incentive Stock Option
is accelerated by reason of a Change in Control,  any portion of such option
that is not  exercisable  as an Incentive Stock Option by reason of the $100,000
limitation contained in Section 422(d) of the Code shall be treated as a
Non-Qualified Stock Option.

               x. Buyout Provisions - The Committee may at any time offer to buy
out for a payment in cash,  Stock,  Deferred Stock or Restricted Stock an option
previously  granted,  based on such terms and conditions as the Committee  shall
establish and communicate to the optionee at the time that such offer is made.

               xi. Settlement Provisions - If the option agreement so provides
at grant or is amended after grant and prior to exercise to so provide (with the
optionee's consent), the Committee may require that all or part of the shares to
be issued with respect to the spread value of an exercised  Option take the form
of Deferred or Restricted Stock which shall be valued on the date of exercise on
the basis of the Fair Market  Value (as  determined  by the  Committee)  of such
Deferred  or  Restricted  Stock  determined   without  regard  to  the  deferral
limitations and/or forfeiture restrictions involved.

6.      Stock Appreciation Rights.

        a.  Grant and Exercise.
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               i. Stock  Appreciation  Rights may be granted in conjunction with
all or part of any  Stock  Option  granted  under  the  Plan.  In the  case of a
Non-Qualified  Stock Option,  such rights may be granted  either at or after the
time of the  grant  of such  Stock  Option.  In the case of an  Incentive  Stock
Option,  such rights may be granted  only at the time of the grant of such Stock
Option.

               ii. A Stock  Appreciation  Right or  applicable  portion  thereof
granted with respect to a given Stock  Option shall  terminate  and no longer be
exercisable  upon the  termination  or  exercise of the  related  Stock  Option,
subject to such  provisions  as the Committee may specify at grant where a Stock
Appreciation  Right is  granted  with  respect  to less than the full  number of
shares covered by a related Stock Option.

               iii. A Stock  Appreciation Right may be exercised by an optionee,
subject  to  Paragraph  6(b) of the  Plan,  in  accordance  with the  procedures
established by the Committee for such purpose. Upon such exercise,  the optionee
shall be entitled to receive an amount  determined  in the manner  prescribed in
said Paragraph  6(b).  Stock Options  relating to exercised  Stock  Appreciation
Rights  shall no longer be  exercisable  to the extent  that the  related  Stock
Appreciation Rights have been exercised.

        b.  Terms and Conditions - Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:

               i. Stock  Appreciation  Rights shall be exercisable  only at such
time or times and to the extent  that the Stock  Options  to which  they  relate
shall be  exercisable  in accordance  with the  provisions of this Section 6 and
Section 5 of the Plan;  provided,  however,  that any Stock  Appreciation  Right
granted to an optionee  subject to Section 16(b) of the Exchange Act  subsequent
to the grant of the related  Stock  Option shall not be  exercisable  during the
first six months of its term,  except  that this  special  limitation  shall not
apply  in the  event  of  death  or  Disability  of the  optionee  prior  to the
expiration of the six-month period.  The exercise of Stock  Appreciation  Rights
held by  optionees  who are subject to Section  16(b) of the  Exchange Act shall
comply with Rule 16b-3 thereunder to the extent applicable.

               ii. Upon the exercise of a Stock Appreciation  Right, an optionee
shall be entitled  to receive an amount in cash and/or  shares of Stock equal in
value to the  excess of the Fair  Market  Value of one  share of Stock  over the
option price per share  specified in the related Stock Option  multiplied by the
number of shares in respect  of which the Stock  Appreciation  Right  shall have
been  exercised,  with the  Committee  having the right to determine the form of
payment.  When payment is to be made in shares of Stock, the number of shares to
be paid shall be  calculated on the basis of the Fair Market Value of the shares
on the date of exercise.  When payment is to be made in cash,  such amount shall
be based upon the Fair Market

                                      A-7
<PAGE>

Value  of the  Stock  on the  date  of  exercise,  determined  in a  manner  not
inconsistent  with  Section  16(b)  of the  Exchange  Act and the  rules  of the
Commission thereunder.

               iii. Stock  Appreciation  Rights shall be transferable  only when
and to the extent that the underlying  Stock Option would be transferable  under
Paragraph 5(b)(v) of the Plan.

               iv. Upon the exercise of a Stock  Appreciation  Right,  the Stock
Option or part thereof to which such Stock  Appreciation  Right is related shall
be deemed  to have been  exercised  only to the  extent of the  number of shares
issued under the Stock  Appreciation  Right at the time of exercise based on the
value of the Stock Appreciation Right at such time.

               v.  In  its  sole  discretion,  the  Committee  may  grant  Stock
Appreciation  Rights  that become  exercisable  only in the event of a Change in
Control  and/or a  Potential  Change  in  Control,  subject  to such  terms  and
conditions as the  Committee may specify at grant;  provided that any such Stock
Appreciation Rights shall be settled solely in cash.

               vi. The Committee, in its sole discretion, may also provide that,
in the event of a Change in Control  and/or a Potential  Change in Control,  the
amount to be paid upon the exercise of a Stock Appreciation Right shall be based
on the Change in Control  Price,  subject  to such terms and  conditions  as the
Committee may specify at grant.

7.      Restricted Stock.

        a.  Administration - Shares of  Restricted  Stock  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. The Committee  shall  determine the
eligible  persons to whom, and the time or times at which,  grants of Restricted
Stock will be made, the number of shares to be awarded, the price (if any) to be
paid by the  recipient of  Restricted  Stock,  subject to Paragraph  7(b) of the
Plan,  the time or times within which such awards may be subject to  forfeiture,
and all other terms and  conditions  of the awards.  The Committee may condition
the grant of Restricted Stock upon the attainment of specified performance goals
or such other factors as the Committee may, in its sole  discretion,  determine.
The  provisions of Restricted  Stock awards need not be the same with respect to
each recipient.

        b.  Awards and Certificates.
            -----------------------

               i. The  prospective  recipient of a Restricted  Stock award shall
not have any rights with respect to such award  unless and until such  recipient
has  executed  an  agreement  evidencing  the  award and has  delivered  a fully
executed  copy  thereof to the  Company,  and has  otherwise  complied  with the
applicable terms and conditions of such award.

               ii.  The purchase price for shares of Restricted Stock may be
equal to or less than their par value and may be zero.

               iii. Awards of Restricted  Stock must be accepted within a period
of 60 days (or such shorter  period as the Committee may specify at grant) after
the award date, by executing a Restricted  Stock Award  Agreement and paying the
price, if any, required under Paragraph 7(b)(ii).

               iv. Each participant  receiving a Restricted Stock award shall be
issued a stock  certificate in respect of such shares of Restricted  Stock. Such
certificate shall be registered in the name of such participant,  and shall bear
an  appropriate  legend  referring to the terms,  conditions,  and  restrictions
applicable to such award.

               v. The Committee  shall  require that (A) the stock  certificates
evidencing  shares of  Restricted  Stock be held in the  custody of the  Company
until the restrictions  thereon shall have lapsed, and (B) as a condition of any
Restricted  Stock award,  the  participant  shall have  delivered a stock power,
endorsed in blank, relating to the Restricted Stock covered by such award.

        c.  Restrictions and Conditions - The shares of Restricted Stock awarded
pursuant to this Section 7 shall be subject to the following restrictions and
conditions:

                                      A-8
<PAGE>


               i. Subject to the provisions of the Plan and the award agreement,
during a period set by the Committee commencing with the date of such award (the
"Restriction Period"), the participant shall not be permitted to sell, transfer,
pledge or assign shares of Restricted Stock awarded under the Plan. Within these
limits, the Committee, in its sole discretion, may provide for the lapse of such
restrictions  in installments  and may accelerate or waive such  restrictions in
whole or in part,  based on service,  performance  and/or such other  factors or
criteria as the Committee may determine, in its sole discretion.

               ii. Except as provided in this  paragraph  7(c)(ii) and Paragraph
7(c)(i) of the Plan, the  participant  shall have, with respect to the shares of
Restricted  Stock, all of the rights of a stockholder of the Company,  including
the right to vote the shares and the right to receive any regular cash dividends
paid  out of  current  earnings.  The  Committee,  in its  sole  discretion,  as
determined  at the time of award,  may  permit or  require  the  payment of cash
dividends  to be  deferred  and, if the  Committee  so  determines,  reinvested,
subject to Paragraph  14(e) of the Plan, in additional  Restricted  Stock to the
extent  shares  are  available  under  Section  3  of  the  Plan,  or  otherwise
reinvested.  Stock dividends,  splits and  distributions  issued with respect to
Restricted Stock shall be treated as additional  shares of Restricted Stock that
are subject to the same  restrictions  and other terms and conditions that apply
to the shares with respect to which such dividends are issued, and the Committee
may require the  participant  to deliver an additional  stock power covering the
shares issuable  pursuant to such stock  dividend,  split or  distribution.  Any
other dividends or property  distributed with regard to Restricted Stock,  other
than regular dividends  payable and paid out of current earnings,  shall be held
by the Company subject to the same restrictions as the Restricted Stock.

               iii. Subject to the applicable  provisions of the award agreement
and this Section 7, upon  termination  of a  participant's  employment  with the
Company and any  Subsidiary or Affiliate  for any reason during the  Restriction
Period,  all shares still subject to restriction will vest, or be forfeited,  in
accordance  with the terms and  conditions  established  by the  Committee at or
after grant.

               iv. If and when the  Restriction  Period expires  without a prior
forfeiture  of  the  Restricted  Stock  subject  to  such  Restriction   Period,
certificates  for an  appropriate  number  of  unrestricted  shares,  and  other
property held by the Company with respect to such  Restricted  Shares,  shall be
delivered to the participant promptly.

        d.  Minimum  Value  Provisions - In order to better  ensure  that  award
payments  actually  reflect  the  performance  of the Company and service of the
participant,  the Committee may provide,  in its sole  discretion,  for a tandem
Stock Option or performance-based or other award designed to guarantee a minimum
value,  payable in cash or Stock to the  recipient of a Restricted  Stock award,
subject  to such  performance,  future  service,  deferral  and other  terms and
conditions as may be specified by the Committee.

8.      Deferred Stock.

        a.  Administration - Deferred  Stock may be  awarded  either  alone,  in
addition to or in tandem with other  awards  granted  under the Plan and/or cash
awards made outside of the Plan.  The  Committee  shall  determine  the eligible
persons to whom and the time or times at which  Deferred Stock shall be awarded,
the number of shares of Deferred Stock to be awarded to any person, the duration
of the period (the "Deferral  Period")  during which,  and the conditions  under
which, receipt of the Stock will be deferred, and the other terms and conditions
of the award in addition to those set forth in Paragraph 8(b). The Committee may
condition  the  grant  of  Deferred  Stock  upon  the  attainment  of  specified
performance  goals or such other factors or criteria as the Committee  shall, in
its sole discretion, determine. The provisions of Deferred Stock awards need not
be the same with respect to each recipient.

        b.  Terms and Conditions - The shares of Deferred Stock awarded pursuant
 to this Section 8 shall be subject to the following terms and conditions:

               i. Subject to the provisions of the Plan and the award  agreement
referred to in Paragraph 8(b)(vi) of the Plan,  Deferred Stock awards may not be
sold, assigned, transferred, pledged or otherwise encumbered during the Deferral
Period.  At the  expiration  of the Deferral  Period (or the  Elective  Deferral
Period referred to in Paragraph  8(b)(v) of the Plan, where  applicable),  share
certificates  representing  the shares covered by the Deferred Stock award shall
be delivered to the participant or his legal representative.

                                      A-9

<PAGE>

               ii.  Unless  otherwise  determined  by the  Committee  at  grant,
amounts equal to any dividends  declared during the Deferral Period with respect
to the number of shares  covered by a Deferred  Stock  award will be paid to the
participant  currently,  or deferred and deemed to be  reinvested  in additional
Deferred Stock, or otherwise reinvested,  all as determined at or after the time
of the award by the Committee, in its sole discretion.

               iii.  Subject to the  provisions of the award  agreement and this
Section 8, upon  termination of a participant's  employment with the Company and
any  Subsidiary  or Affiliate  for any reason  during the Deferral  Period for a
given award,  the Deferred  Stock in question  will vest,  or be  forfeited,  in
accordance  with the terms and  conditions  established  by the  Committee at or
after grant.

               iv. Based on service,  performance  and/or such other  factors or
criteria as the Committee may  determine,  the Committee may, at or after grant,
accelerate  the vesting of all or any part of any  Deferred  Stock award  and/or
waive the deferral limitations for all or any part of such award.

               v. A  participant  may elect to further defer receipt of an award
(or an  installment  of an award) for a  specified  period or until a  specified
event (the "Elective Deferral Period"),  subject in each case to the Committee's
approval and to such terms as are determined by the  Committee,  all in its sole
discretion.  Subject to any exceptions  adopted by the Committee,  such election
must  generally  be made at  least  twelve  months  prior to  completion  of the
Deferral Period for such Deferred Stock award (or such installment).

               vi.  Each award shall be confirmed by, and subject to the terms
of, a Deferred Stock agreement executed by the Company and the participant.

        c.  Minimum  Value  Provisions - In order to better  ensure  that  award
payments  actually  reflect  the  performance  of the Company and service of the
participant,  the Committee may provide,  in its sole  discretion,  for a tandem
Stock Option or performance-based or other award designed to guarantee a minimum
value,  payable in cash or Stock to the  recipient  of a deferred  stock  award,
subject  to such  performance,  future  service,  deferral  and other  terms and
conditions as may be specified by the Committee.

9.      Stock Purchase Rights.

        a.  Awards and Administration - The Committee may grant eligible
participants Stock Purchase Rights which shall enable such participants to
purchase Stock (including Deferred Stock and Restricted Stock):

               i.  at its Fair Market Value on the date of grant;

               ii.  at  a percentage of such Fair Market Value on such date,
such percentage to be determined by the Committee in its sole discretion;

               iii.  at an amount equal to Book Value on such date; or

               iv.  at an amount equal to the par value of such Stock on such
date.

        The Committee shall also impose such deferral,  forfeiture  and/or other
terms and  conditions as it shall  determine,  in its sole  discretion,  on such
Stock  Purchase  Rights or the  exercise  thereof.  The terms of Stock  Purchase
Rights awards need not be the same with respect to each participant.  Each Stock
Purchase  Right award shall be  confirmed  by, and be subject to the terms of, a
Stock Purchase Rights Agreement.

        b. Exercisability - Stock Purchase Rights shall generally be exercisable
for such period  after grant as is  determined  by the  Committee  not to exceed
sixty (60) days.  However,  the Committee may provide,  in its sole  discretion,
that the Stock Purchase Rights of persons  potentially  subject to Section 16(b)
of the  Exchange Act shall not become  exercisable  until six months and one day
after the grant date, and shall then be exercisable  for ten trading days at the
purchase price  specified by the Committee in accordance  with Paragraph 9(a) of
the Plan.


                                      A-10

<PAGE>

10.     Other Stock-Based Awards.

        a.  Administration.
            --------------

               i.  Other  awards of Stock and other  awards  that are  valued in
whole or in part by  reference  to, or are  otherwise  based on,  Stock  ("Other
Stock-Based  Awards"),   including,  without  limitation,   performance  shares,
convertible  preferred stock (to the extent a series of preferred stock has been
or may be  created  by, or in  accordance  with a  procedure  set forth in,  the
Company's  certificate  of  incorporation),  convertible  debentures,  warrants,
exchangeable  securities and Stock awards or options valued by reference to Fair
Market  Value,  Book Value or  performance  of the  Company  or any  Subsidiary,
Affiliate  or  division,  may be granted  either  alone or in  addition to or in
tandem with Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred
Stock or Stock  Purchase  Rights  granted under the Plan and/or cash awards made
outside of the Plan.

               ii. Subject to the  provisions of the Plan,  the Committee  shall
have  authority to determine  the persons to whom and the time or times at which
such award shall be made,  the number of shares of Stock to be awarded  pursuant
to such awards,  and all other conditions of the awards.  The Committee may also
provide for the grant of Stock upon the  completion  of a specified  performance
period.  The  provisions of Other  Stock-Based  Awards need not be the same with
respect to each recipient.

        b.  Terms and Conditions - Other Stock-Based Awards made pursuant to
this Section 10 shall be subject to the following terms and conditions:

               i. Subject to the provisions of the Plan and the award  agreement
referred to in Paragraph 10(b)(v) of the Plan, shares of Stock subject to awards
made under this Section 10 may not be sold,  assigned,  transferred,  pledged or
otherwise  encumbered  prior to the date on which the shares are issued,  or, if
later,  the date on which any  applicable  restriction,  performance or deferral
period lapses.

               ii. Subject to the provisions of the Plan and the award agreement
and unless  otherwise  determined by the Committee at grant, the recipient of an
award under this  Section 10 shall be entitled  to  receive,  currently  or on a
deferred basis,  interest or dividends or interest or dividend  equivalents with
respect to the number of shares covered by the award,  as determined at the time
of the award by the  Committee,  in its sole  discretion,  and the Committee may
provide  that such amounts (if any) shall be deemed to have been  reinvested  in
additional Stock or otherwise reinvested.

               iii. Any award under Section 10 and any Stock covered by any such
award  shall  vest or be  forfeited  to the  extent  so  provided  in the  award
agreement, as determined by the Committee, in its sole discretion.

               iv. In the event of the participant's  Retirement,  Disability or
death,  or in cases of special  circumstances,  the  Committee  may, in its sole
discretion,  waive in whole or in part any or all of the  remaining  limitations
(if any) imposed with respect to any or all of an award pursuant to this Section
10.

               v. Each award under this  Section 10 shall be  confirmed  by, and
subject to the terms of, an agreement or other  instrument by the Company and by
the participant.

               vi. Stock (including securities convertible into Stock) issued on
a bonus basis under this Section 10 may be issued for no cash consideration.

11.     Change in Control Provisions.

        a. Impact of Event - In the event of a "Change in Control," as defined
in Paragraph 11(b) of the Plan, or a "Potential Change in Control," as defined
in Paragraph 11(c) of the Plan, except to the extent otherwise  determined by
the Committee  or the Board at or after  grant  (subject  to any  right of
approval expressly  reserved  by  the  Committee  or  the  Board  at  the  time
of  such determination), the following acceleration and valuation provisions
shall apply:

               i. Any Stock  Appreciation  Rights  outstanding  for at least six
months and any Stock Options  awarded under the Plan not previously  exercisable
and vested shall become fully exercisable and vested,  regardless of whether the
amendment to the Plan pursuant to which such Stock Options shall have been

                                      A-11

<PAGE>

granted shall have been approved by  stockholders;  provided,  however,  that if
such  stockholder  approval  shall not have been  obtained  prior to a Change of
Control or a Potential Change of Control,  any Incentive Stock Options may, with
the consent of the holders thereof, be treated as Non-Qualified Stock Options.

               ii. The restrictions and deferral  limitations  applicable to any
Restricted  Stock,  Deferred Stock,  Stock Purchase rights and Other Stock-Based
Awards,  in each case to the extent not  already  vested  under the Plan,  shall
lapse and such shares and awards shall be deemed  fully  vested,  regardless  of
whether the  amendment to the Plan  pursuant to which such Stock  Options  shall
have been granted shall have been approved by stockholders.

               iii.  The  value  of  all   outstanding   Stock  Options,   Stock
Appreciation Rights, Restricted Stock, Deferred Stock, Stock Purchase Rights and
Other  Stock-Based  Awards,  in each case to the extent vested  (including  such
rights which shall have become vested  pursuant to Paragraphs  11(a)(i) and (ii)
of the  Plan),  shall  be  purchased  by the  Company  ("cashout")  in a  manner
determined by the Committee, in its sole discretion, on the basis of the "Change
in Control Price" as defined in Paragraph  11(d) of the Plan as of the date such
Change in Control or such  Potential  Change in  Control is  determined  to have
occurred or such other date as the Committee  may determine  prior to the Change
in Control,  unless the Committee shall,  contemporaneously with or prior to any
particular Change of Control or Potential Change of Control, determine that this
Paragraph  11(a)(iii)  shall not be  applicable  to such  Change in  Control  or
Potential Change in Control.

        b.  Definition of "Change in Control" - For purposes of Paragraph 11(a)
of the Plan, a "Change in Control" means the happening of any of the following:

               i. When any  "person"  (as  defined  in  Section  3(a)(9)  of the
Exchange  Act and as used in  Sections  13(d)  and  14(d) of the  Exchange  Act,
including  a "group"  as  defined  in Section  13(d) of the  Exchange  Act,  but
excluding the Company and any Subsidiary and any employee benefit plan sponsored
or  maintained  by the  Company or any  Subsidiary  and any trustee of such plan
acting as trustee)  directly or indirectly  becomes the  "beneficial  owner" (as
defined in Rule 13d-3 under the Exchange Act, as amended from time to time),  of
securities  of the  Company  representing  twenty-five  percent  or  more of the
combined voting power of the Company's then  outstanding  securities;  provided,
however,  that a Change  of  Control  shall  not  arise if such  acquisition  is
approved by the board of directors or if the board of directors or the Committee
determines  that such  acquisition is not a Change of Control or if the board of
directors  authorizes  the issuance of the shares of Common Stock (or securities
convertible  into Common  Stock or upon the  exercise of which  shares of Common
Stock may be issued) to such persons; or

               ii. When,  during any period of  twenty-four  consecutive  months
during the existence of the Plan, the individuals  who, at the beginning of such
period,  constitute the Board (the "Incumbent  Directors")  cease for any reason
other than death,  Disability  or  Retirement  to constitute at least a majority
thereof,  provided,  however,  that a  director  who was not a  director  at the
beginning  of such  24-month  period  shall be  deemed  to have  satisfied  such
24-month requirement (and be an Incumbent Director) if such director was elected
by, or on the recommendation of, or with the approval of, at least two-thirds of
the directors who then qualified as Incumbent Directors either actually (because
they were  directors  at the  beginning  of such  24-month  period)  or by prior
operation of this Paragraph 11(b)(ii); or

               iii.  The  occurrence  of  a  transaction  requiring  stockholder
approval for the  acquisition of the Company by an entity other than the Company
or a Subsidiary through purchase of assets, or by merger, or otherwise.

        c.  Definition of Potential Change in Control - For purposes of
Paragraph 11(a) of the Plan, a "Potential Change in Control" means the happening
of any one of the following:

               i.  The approval by stockholders of an agreement by the Company,
the consummation of which would result in a Change in Control of the Company as
defined in Section 11(b) of the Plan; or

               ii.  The  acquisition  of  beneficial   ownership,   directly  or
indirectly,  by any  entity,  person  or  group  (other  than the  Company  or a
Subsidiary  or any  Company  employee  benefit  plan or any trustee of such plan
acting as such trustee) of securities of the Company  representing  five percent
or more of the combined voting power of the Company's outstanding securities and
the adoption by the Board of Directors

                                      A-12

<PAGE>



of a resolution to the effect that a Potential  Change in Control of the Company
has occurred for purposes of the Plan.

        d. Change in Control Price - For purposes of this Section 11, "Change in
Control  Price"  means  the  highest  price per  share  paid in any  transaction
reported  on the  principal  stock  exchange on which the Stock is traded or the
average of the  highest bid and asked  prices as reported by NASDAQ,  or paid or
offered in any bona fide transaction  related to a potential or actual Change in
Control of the  Company  at any time  during the  sixty-day  period  immediately
preceding the  occurrence of the Change in Control (or,  where  applicable,  the
occurrence of the Potential Change in Control event), in each case as determined
by the Committee  except that, in the case of Incentive  Stock Options and Stock
Appreciation  Rights  relating to Incentive  Stock Options,  such price shall be
based only on transactions reported for the date on which the optionee exercises
such Stock Appreciation Rights or, where applicable, the date on which a cashout
occurs under Paragraph 11(a)(iii).

12.     Amendments and Termination.

        a.  The  Board  may  amend,  alter,  or  discontinue  the  Plan,  but no
amendment,  alteration,  or discontinuation shall be made which would impair the
rights of an optionee or participant  under a Stock Option,  Stock  Appreciation
Right (or Limited Stock Appreciation Right), Restricted or Deferred Stock award,
Stock Purchase Right or Other Stock-Based Award theretofore granted, without the
optionee's  or  participant's  consent,  and no  amendment  will be made without
approval of the  stockholders if such amendment  requires  stockholder  approval
under state law or if  stockholder  approval is necessary in order that the Plan
comply  with  Rule  16b-3  of  the  Commission  under  the  Exchange  Act or any
substitute or successor rule or if stockholder approval is necessary in order to
enable the grant  pursuant  to the Plan of options or other  awards  intended to
confer tax benefits upon the recipients thereof.

        b. The  Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights or any holder without the holder's consent.  The Committee may
also substitute new Stock Options for previously granted Stock Options (on a one
for one or other basis),  including  previously  granted  Stock  Options  having
higher option exercise prices.

        c. Subject to the  provisions of  Paragraphs  12(a) and (b) of the Plan,
the Board  shall have  broad  authority  to amend the Plan to take into  account
changes in applicable  securities and tax laws and accounting  rules, as well as
other  developments,  and,  in  particular,  without  limiting  in any  way  the
generality of the foregoing,  to eliminate any provisions which are not required
to  included  as a result  of any  amendment  to Rule  16b-3  of the  Commission
pursuant to the Exchange Act.

13.     Unfunded Status of Plan.

        The Plan is intended to constitute an "unfunded"  plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
participant  or optionee by the  Company,  nothing  contained in this Plan shall
give any such  participant or optionee any rights that are greater than those of
a general  creditor of the Company.  In its sole  discretion,  the Committee may
authorize the creation of trusts or other  arrangements  to meet the obligations
created  under the Plan to deliver  Stock or payments in lieu of or with respect
to awards  under this  Plan;  provided,  however,  that,  unless  the  Committee
otherwise determines with the consent of the affected participant, the existence
of such trusts or other  arrangements  shall be consistent  with the  "unfunded"
status of the Plan.

14.     General Provisions.

        a. The Committee may require each person purchasing shares pursuant to a
Stock  Option or other award under the Plan to  represent  to and agree with the
Company in writing that the  optionee or  participant  is  acquiring  the shares
without a view to distribution  thereof.  The  certificates  for such shares may
include  any  legend  which the  Committee  deems  appropriate  to  reflect  any
restrictions  on  transfer.  All  certificates  or  shares  of  Stock  or  other
securities  delivered  under the Plan shall be  subject  to such  stock-transfer
orders and other  restrictions  as the  Committee may deem  advisable  under the
rules, regulations, and other requirements of the Commission, any stock exchange
upon  which  the  Stock is then  listed,  and any  applicable  Federal  or state
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

                                      A-13

<PAGE>

        b. Nothing  contained in this Plan shall prevent the Board from adopting
other or additional compensation  arrangements,  subject to stockholder approval
if such  approval is required;  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.

        c. Neither the adoption of the Plan nor the grant of any award  pursuant
to the Plan shall confer upon any employee of the Company or any  Subsidiary  or
Affiliate any right to continued  employment with the Company or a Subsidiary or
Affiliate,  as the case may be, nor shall it interfere in any way with the right
of the Company or a Subsidiary or Affiliate to terminate  the  employment of any
of its employees at any time.

        d. No later than the date as of which an amount first becomes includible
in the gross income of the  participant  for Federal  income tax  purposes  with
respect to any award under the Plan, the  participant  shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal,  state,  or local taxes of any kind required by law to be withheld with
respect  to  such  amount.   Unless  otherwise   determined  by  the  Committee,
withholding  obligations may be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement.  The obligations of
the Company under the Plan shall be conditional on such payment or  arrangements
and  the  Company  and its  Subsidiaries  or  Affiliates  shall,  to the  extent
permitted  by law,  have the right to deduct any such taxes from any  payment of
any kind otherwise due to the participant.

        e.  The  actual  or  deemed   reinvestment   of  dividends  or  dividend
equivalents in additional  Restricted Stock (or in Deferred Stock or other types
of Plan awards) at the time of any dividend payment shall only be permissible if
sufficient  shares of Stock are  available  under Section 3 of the Plan for such
reinvestment (taking into account then outstanding Stock Options, Stock Purchase
Rights and other Plan awards).

15.     Effective Date of Plan.

        The Plan shall be  effective  as of the date the Plan is approved by the
Board,  subject to the  approval  of the Plan by a majority of the votes cast by
the holders of the Company's  Common Stock at the next annual or special meeting
of stockholders.  Any grants made under the Plan prior to such approval shall be
effective when made (unless otherwise  specified by the Committee at the time of
grant),  but shall be conditioned  on, and subject to, such approval of the Plan
by such stockholders.

16.     Term of Plan.

        Stock Option, Stock Appreciation Right, Restricted Stock award, Deferred
Stock award,  Stock  Purchase  Right or Other  Stock-Based  Award may be granted
pursuant to the Plan,  until ten (10) years from the date the Plan was  approved
by the  Board,  unless  the  Plan  shall  be  terminated  by the  Board,  in its
discretion, prior to such date, but awards granted prior to such termination may
extend beyond that date.


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