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                                                                    EXHIBIT 10.7


                         ADVANCED RADIO TELECOM CORP.
                        RESTATED EQUITY INCENTIVE PLAN



1.   PURPOSE

     The purpose of this Restated Equity Incentive Plan (the "Plan") is to
advance the interests of Advanced Radio Telecom Corp. (the "Company") by
enhancing its ability to attract and retain employees and other persons or
entities who are in a position to make significant contributions to the success
of the Company and its subsidiaries through ownership of shares of the Company's
common stock ("Stock").

     The Plan is intended to accomplish these goals by enabling the Company to
grant Awards in the form of Options, Stock Appreciation Rights, Restricted Stock
or Unrestricted Stock Awards, Deferred Stock Awards, Performance Awards, Loans
or Supplement Grants, or combinations thereof, all as more fully described
below.

2.   ADMINISTRATION

     Unless otherwise determined by the Board of Directors of the Company (the
"Board"), the Plan will be administered by one or more Committees of the Board
designated for such purpose consisting of one or more members (each, a
"Committee").  If a Committee shall have more than two members, a majority of
the members of any such Committee shall constitute a quorum, and all
determinations of any such Committee shall be made by a majority of its members.
Any determination of a Committee under the Plan may be made without notice or
meeting of such Committee by a writing signed by all members if the Committee
shall have one or two members or by a majority of such Committee members if the
Committee shall have more than two members.

     The Committee will have authority, not inconsistent with the express
provisions of the Plan and in addition to other authority granted under the
Plan, to (a) grant Awards at such time or times as it may choose; (b) determine
the size of each Award, including the number of shares of Stock subject to the
Award; (c) determine the type or types of each Award; (d) determine the terms
and conditions of each Award; (e) waive compliance by a holder of an Award with
any obligations to be performed by such holder under an Award and waive any
terms or conditions of an Award; (f) amend or cancel an existing Award in whole
or in part (and if an award is canceled, grant another Award in its place on
such terms and conditions as the Committee shall specify), except that the
Committee may not, without the consent of the holder of an Award, take any
action under this clause with respect to such Award if such action would
adversely affect the rights of such holder; (g) prescribe the form or forms of
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instruments that are required or deemed appropriate under the Plan, including
any written notices and elections required of Participants (as defined below),
and change such forms from time to time; (h) adopt, amend and rescind rules and
regulations for the administration of the Plan; and (i) interpret the Plan and
decide any questions and settle all controversies and disputes that may arise in
connection with the Plan.  Such determinations and actions of the Committee, and
all other determinations and actions of the Committee made or taken under
authority granted by any provision of the Plan, will be conclusive and will bind
all parties. Nothing in this paragraph shall be construed as limiting the power
of the Committee to make adjustments under Section 7.3 or Section 8.6.

3.   EFFECTIVE DATE AND TERM OF PLAN

     The Plan will become effective on the date on which it is approved by the
stockholders of the Company.  No Award may be granted under the Plan ten years
following the date of stockholder approval, but Awards previously granted may
extend beyond that date.


4.   SHARES SUBJECT TO THE PLAN

     Subject to the adjustment as provided in Section 8.6 below, the aggregate
number of shares of Stock that may be delivered under the Plan will be
4,000,000.  If any Award requiring exercise by the Participant for delivery of
Stock terminates without having been exercised in full, or if any Award payable
in Stock or cash is satisfied in cash rather than Stock, the number of shares of
Stock as to which such Award was not exercised or for which cash was substituted
will be available for future grants.

     Subject to Section 8.6(a), the maximum number of shares of Stock as to
which Options and Stock Appreciation Rights may be granted to any Participant in
any one calendar year is 800,000, which limitation shall be construed and
applied consistently with the rules under Section 162(m) of the Internal Revenue
Code.

     Stock delivered under the Plan may be either authorized but unissued Stock
or previously issued Stock acquired by the Company and held in treasury.  No
fractional shares of Stock will be delivered under the Plan.

5.   ELIGIBILITY AND PARTICIPATION

     Each person in the employ of the Company or any of its subsidiaries (an
"Employee") and each other person or entity (including without limitation non-
Employee directors of the Company or a subsidiary of the Company) who, in the
opinion of the Committee, is in a position to make a significant contribution to
the success of the Company or its subsidiaries will be eligible to receive
Awards under the Plan (each such Employee, person or entity receiving an Award,
"a Participant"). A "subsidiary" for purposes of the Plan will be a

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corporation in which the Company owns, directly or indirectly, stock possessing
50% or more of the total combined voting power of all classes of stock.

6.   TYPES OF AWARDS

     6.1  OPTIONS

     (a) Nature of Options.  An Option is an Award giving the recipient the
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right on exercise thereof to purchase Stock.

     Both "incentive stock options," as defined in Section 422 of the Internal
Revenue of 1986, as amended (the "Code") (any Option intended to qualify as an
incentive stock option being hereinafter referred to as an "ISO"), and Options
that are not incentive stock options, may be granted under the Plan.  ISOs shall
be awarded only to Employees.  Any Option not identified at the time of grant as
being either an ISO or a non-incentive stock option shall be a non-incentive
stock option.

     (b) Exercise Price.  The exercise price of an Option will be determined by
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the Committee subject to the following:

          (1)    The exercise price of an ISO shall not be less than 100% (110%
     in the case of an ISO granted to a ten-percent stockholder) of the fair
     market value of the Stock subject to the Option, determined as of the time
     the Option is granted. A "ten-percent stockholder" is any person who at the
     time of grant owns, directly or indirectly, or is deemed to own by reason
     of the attribution rules of section 424(d) of the Code, stock possessing
     more than 10% of the total combined voting power of all classes of stock of
     the Company or of any of its subsidiaries.

          (2)    In no case may the exercise price paid for Stock which is part
     of an original issue of authorized Stock be less than the par value per
     share of the Stock.

          (3)    The Committee may reduce the exercise price of an Option at any
     time after the time of grant, but in the case of an Option originally
     awarded as an ISO, only with the consent of the Participant.

     (c)  Duration of Options.  The latest date on which an Option may be
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exercised will be the tenth anniversary (fifth anniversary, in the case of an
ISO granted to a ten-percent shareholder) of the day immediately preceding the
date the Option was granted, or such earlier date as may have been specified by
the Committee at the time the Option was granted.

     (d)  Exercise of Options.  An Option will become exercisable at such time
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or times, and on such conditions, as the Committee may specify. The Committee
may at any time and from time to time accelerate the time at which all or any
part of the Option may be exercised.

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     Any exercise of an Option must be in writing, signed by the proper person
and delivered or mailed to the Company, accompanied by (1) any documents
required by the Committee and (2) payment in full in accordance with paragraph
(e) below for the number of shares for which the Option is exercised.

     (e)  Payment for Stock.  Stock purchased on exercise of an Option must be
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paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company or (2) if so permitted by the
Committee at or after the grant of the Option (with the consent of the optionee
of an ISO if permitted after the grant) or by the instrument evidencing the
Option, (i) through the delivery of shares of Stock which have been outstanding
for at least six months (unless the Committee approves a shorter period) and
which have a fair market value equal to the exercise price, (ii) by delivery of
a promissory note of the person exercising the Option to the Company, payable on
such terms as are specified by the Committee, (iii) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or (iv) by any combination
of the foregoing permissible forms of payment.

     (f)  Discretionary Payments.  If (i) the market price of shares of Stock
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subject to an Option (other than an Option which is in tandem with a Stock
Appreciation Right as described in Section 6.2 below) exceeds the exercise price
of the Option at the time of its exercise, and (ii) the person exercising the
Option so requests the Committee in writing, the Committee may in its sole
discretion cancel the Option and cause the Company to pay in cash or in shares
of Common Stock (at a price per share equal to the fair market value per share)
to the person exercising the Option an amount equal to the difference between
the fair market value of the Stock which would have been purchased pursuant to
the exercise (determined on the date the Option is canceled) and the aggregate
exercise price which would have been paid.

     6.2  STOCK APPRECIATION RIGHTS.

     (a)  Nature of Stock Appreciation Rights.  A Stock Appreciation Right is an
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Award entitling the holder on exercise to receive an amount in cash or Stock or
a combination thereof (such form to be determined by the Committee) determined
in whole or in part by reference to appreciation in the fair market value of a
share of Stock on the date of grant as compared to its fair market value on the
date of exercise or any performance standard selected or established by the
Committee.

     (b)  Grant of Stock Appreciation Rights.  Stock Appreciation Rights may be
          ----------------------------------
granted in tandem with, or independently of, Options granted under the Plan.  A
Stock Appreciation Right granted in tandem with an Option which is not an ISO
may be granted either at or after the time the Option is granted.  A Stock
Appreciation Right granted in tandem with an ISO may be granted only at the time
the Option is granted.  The Committee may also grant Stock

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Appreciation Rights which provide that following a change in control of the
Company, as determined by the Committee, the holder of such Right will be
entitled to receive, with respect to each share of Stock subject to the Right,
an amount equal to the excess of a specified value (which may include an average
of values) for a share of Stock during a period preceding such change in control
over the fair market value of a share of Stock on the date the Right was
granted.

     (c)  Rules Applicable to Tandem Awards.  When Stock Appreciation Rights are
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granted in tandem with Options, the following will apply:

          (1)    The Stock Appreciation Right will be exercisable only at such
     time or times, and to the extent, that the related Option is exercisable
     and will be exercisable in accordance with the procedure required for
     exercise of the related Option.

          (2)    The Stock Appreciation Right will terminate and no longer be
     exercisable upon the termination or exercise of the related Option, except
     that a Stock Appreciation Right granted with respect to less than the full
     number of shares covered by an Option will not be reduced until the number
     of shares as to which the related Option has been exercised or has
     terminated exceeds the number of shares not covered by the Stock
     Appreciation Right.

          (3)    The Option will terminate and no longer be exercisable upon the
     exercise of the related Stock Appreciation Right.

          (4)    The Stock Appreciation Right will be transferable only with the
     related Option.

          (5)    A Stock Appreciation Right granted in tandem with an ISO may be
     exercised only when the market price of the Stock subject to the Option
     exceeds the exercise price of such option.

     (d)  Exercise of Independent Stock Appreciation Rights.  A Stock
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Appreciation Right not granted in tandem with an Option will become exercisable
at such time or times, and on such conditions, as the Committee may specify.
The Committee may at any time accelerate the time at which all or any part of
the Right may be exercised.

     Any exercise of an independent Stock Appreciation Right must be in writing,
signed by the proper person and delivered or mailed to the Company, accompanied
by any other documents required by the Committee.

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     6.3  RESTRICTED AND UNRESTRICTED STOCK.

     (a)  Grant of Restricted Stock.  Subject to the terms and provisions of the
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Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock in such amounts and upon such terms and conditions as the
Committee shall determine subject to the restrictions described below.

     (b)  Restricted Stock Agreement.  The Committee may require, as a condition
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to an Award, that a recipient of a Restricted Stock Award enter into a
Restricted Stock Award Agreement, setting forth the terms and conditions of the
Award.  In lieu of a Restricted Stock Award Agreement, the Committee may provide
the terms and conditions of an Award in a notice to the Participant of the
Award, on the Stock certificate representing the Restricted Stock, in the
resolution approving the Award, or in such other manner as it deems appropriate.

     (c)  Transferability and Other Restrictions.  Except as otherwise provided
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in this Section 6.3, the shares of Restricted Stock granted herein may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
until the end of the applicable period or periods established by the Committee
and the satisfaction of any other conditions or restrictions established by the
Committee (such period during which a share of Restricted Stock is subject to
such restrictions and conditions is referred to as the "Restricted Period").
Except as the Committee may otherwise determine, if a Participant ceases to be
an Employee or otherwise suffers a Status Change (as defined at Section 7.2(a)
below) for any reason during the Restricted Period, the Company may purchase the
shares of Restricted Stock subject to such restrictions and conditions for the
amount of cash paid by the Participant for such shares, or such shares of
Restricted Stock shall be forfeited to the Company if no cash was paid by the
Participant.

     The Company shall also have the right to retain the certificates
representing shares of Restricted Stock in the Company's possession during the
Restricted Period.

     (d)  Removal of Restrictions.  Except as otherwise provided in this Section
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6.3, a share of Restricted Stock covered by a Restricted Stock grant shall
become freely transferable by the Participant upon completion of the Restricted
Period including the passage of any applicable period of time and satisfaction
of any conditions to vesting.  However, unless otherwise provided by the
Committee, the Committee, in its sole discretion, shall have the right to
immediately waive all or part of the restrictions and conditions with regard to
all or part of the shares held by any Participant at any time.

     (e)  Voting Rights, Dividends and Other Distributions.  During the
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Restricted Period, Participants holding shares of Restricted Stock granted
hereunder may exercise full voting rights and shall receive all regular cash
dividends paid with respect to such shares. Except as the Committee shall
otherwise determine, any other cash dividends and other distributions paid to
Participants with respect to shares of Restricted Stock including any

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dividends and distributions paid in shares shall be subject to the same
restrictions and conditions as the shares of Restricted Stock with respect to
which they were paid.

     (f)  Other Awards Settled with Restricted Stock.  The Committee may, at the
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time any Award described in this Section 6 is granted, provide that any or all
the Stock delivered pursuant to the Award will be Restricted Stock.

     (g)  Unrestricted Stock.  The Committee may, in its sole discretion, sell
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to any Participant shares of Stock free of restrictions under the Plan for a
price which is not less than the par value of the Stock.

     (h)  Notice of Section 83(b) Election.  Any Participant making an election
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under Section 83(b) of the Code with respect to Restricted Stock must provide a
copy thereof to the Company within 10 days of filing such election with the
Internal Revenue Service.

     6.4  DEFERRED STOCK.

     A Deferred Stock Award entitles the recipient to receive shares of Stock to
be delivered in the future.  Delivery of the Stock will take place at such time
or times, and on such conditions, as the Committee may specify.  The Committee
may at any time accelerate the time at which delivery of all or any part of the
Stock will take place.  At the time any Award described in this Section 6 is
granted, the Committee may provide that, at the time Stock would otherwise be
delivered pursuant to the Award, the Participant will instead receive an
instrument evidencing the Participant's right to future delivery of Deferred
Stock.

     6.5  PERFORMANCE AWARDS; PERFORMANCE GOALS.

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

     (b)  Other Awards Subject to Performance Condition.  The Committee may, at
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the time any Award described in this Section 6 is granted, impose the condition
(in addition to any conditions specified or authorized in this Section 6 or any
other provision of the Plan) that Performance Goals be met prior to the
Participant's realization of any payment or benefit under the Award.

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     6.6  LOANS AND SUPPLEMENTAL GRANTS.

     (a)  Loans.  The Company may make a loan to a Participant ("Loan"), either
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on the date of or after the grant of any Award to the Participant.  A Loan may
be made either in connection with the purchase of Stock under the Award or with
the payment of any Federal, state and local income tax with respect to income
recognized as a result of the Award.  The Committee will have full authority to
decide whether to make a Loan and to determine the amount, terms and conditions
of the Loan, including the interest rate (which may be zero), whether the Loan
is to be secured or unsecured or with or without recourse against the borrower,
the terms on which the Loan is to be repaid and the conditions, if any, under
which it may be forgiven.  However, no Loan may have a term (including
extensions) exceeding ten years in duration.

     (b)  Supplemental Grants.  In connection with any Award, the Committee may
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at the time such Award is made or at a later date, provide for and grant a cash
award to the Participant ("Supplemental Grant") not to exceed an amount equal to
(1) the amount of any Federal, state and local income tax on ordinary income for
which the Participant may be liable with respect to the Award, determined by
assuming taxation at the highest marginal rate, plus (2) an additional amount on
a grossed-up basis intended to make the Participant whole on an after-tax basis
after discharging all the Participant's income tax liabilities arising from all
payments under this Section 6.  Any payments under this subsection (b) will be
made at the time the Participant incurs Federal income tax liability with
respect to the Award.

7.   EVENTS AFFECTING OUTSTANDING AWARDS

     7.1  DEATH.

     If a Participant dies, the following will apply:

     (a)  All Options and Stock Appreciation Rights held by the Participant
immediately prior to death, to the extent then exercisable, may be exercised by
the Participant's executor or administrator or the person or persons to whom the
Option or Right is transferred by will or the applicable laws of descent and
distribution, at any time within the one year period ending with the first
anniversary of the Participant's death (or such shorter or longer period as the
Committee may determine), and shall thereupon terminate.  In no event, however,
shall an Option or Stock Appreciation Right remain exercisable beyond the latest
date on which it could have been exercised without regard to this Section 7.
Except as otherwise determined by the Committee, all Options and Stock
Appreciation Rights held by a Participant immediately prior to death that are
not then exercisable shall terminate at death.

     (b)  Except as otherwise determined by the Committee, all Restricted Stock
held by the Participant must be transferred to the Company (and, in the event
the certificates representing such Restricted Stock are held by the Company,
such Restricted Stock will be so transferred without any further action by the
Participant) in accordance with Section 6.3(c) above.

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     (c)  Any payment or benefit under a Deferred Stock Award, Performance
Award, or Supplemental Grant to which the Participant was not irrevocably
entitled prior to death will be forfeited and the Award canceled as of the time
of death, unless otherwise determined the Committee.

     7.2  TERMINATION OF SERVICE (OTHER THAN BY DEATH).

     If a Participant who is an Employee ceases to be an Employee for any reason
other than death, or if there is a termination (other than by reason of death)
of the consulting, service or similar relationship in respect of which a non-
Employee Participant was granted an Award hereunder (such termination of the
employment or other relationship being hereinafter referred to as a "Status
Change"), the following will apply:

     (a)  Except as otherwise determined by the Committee, all Options and Stock
Appreciation Rights held by the Participant that were not exercisable
immediately prior to the Status Change shall terminate at the time of the Status
Change.  Any Options or Rights that were exercisable immediately prior to the
Status Change will continue to be exercisable for a period of three months (or
such longer period as the Committee may determine), and shall thereupon
terminate, unless the Award provides by its terms for immediate termination in
the event of a Status Change (unless otherwise determined by the Committee) or
unless the Status Change results from a discharge for cause which in the opinion
of the Committee casts such discredit on the Participant as to justify immediate
termination of the Award (unless otherwise determined by the Committee).  In no
event, however, shall an Option or Stock Appreciation Right remain exercisable
beyond the latest date on which it could have been exercised without regard to
this Section 7.  For purposes of this paragraph, in the case of a Participant
who is an Employee, a Status Change shall not be deemed to have resulted by
reason of (i) a sick leave or other bona fide leave of absence approved for
purposes of the Plan by the Committee, so long as the Employee's right to
reemployment is guaranteed either by statute or by contract, or (ii) a transfer
of employment between the Company and a subsidiary or between subsidiaries, or
to the employment of a corporation (or a parent or subsidiary corporation of
such corporation) issuing or assuming an option in a transaction to which
section 424(a) of the Code applies.

     (b)  Except as otherwise determined by the Committee, all Restricted Stock
held by the Participant at the time of the Status Change must be transferred to
the Company (and, in the event the certificates representing such Restricted
Stock are held by the Company, such Restricted Stock will be so transferred
without any further action by the Participant) in accordance with Section 6.3
(c) above.

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     (c)  Any payment or benefit under a Deferred Stock Award, Performance
Award, or Supplemental Grant to which the Participant was not irrevocably
entitled prior to the Status Change will be forfeited and the Award canceled as
of the date of such Status Change unless otherwise determined by the Committee.

     7.3  CERTAIN CORPORATE TRANSACTIONS.

     Except as otherwise provided by the Committee at the time of grant, in the
event of a consolidation or merger in which the Company is not the surviving
corporation or which results in the acquisition of substantially all the
Company's outstanding Stock by a single person or entity or by a group of
persons and/or entities acting in concert, or in the event of the sale or
transfer of substantially all the Company's assets or a dissolution or
liquidation of the Company (a 'covered transaction'), the following rules shall
apply:

     (a)  Subject to paragraph (b) below, immediately prior to the effective
date of the covered transaction or such earlier time as the Committee may in its
sole discretion determine, (1) any outstanding Option and Stock Appreciation
Right shall be exercisable in full, (2) all restrictions on any Restricted Stock
shall be deemed to be satisfied and no longer applicable, (3) the Company shall
make any payments of and provide any benefits under any Deferred Stock Award,
Performance Award or Supplemental Grant, (4) any performance or other conditions
or restrictions on any Award shall be deemed to be satisfied and no longer
applicable, and (5) unless otherwise provided by the Committee at the terms of
the Loan, all principal of and interest on a Loan shall be forgiven; and upon
the effectiveness of such covered transaction, all outstanding Option and Stock
Appreciation Rights shall cease to be exercisable and all Deferred Stock and
Performance Awards and Supplemental Grants shall terminate.

     (b)  Notwithstanding the foregoing, with respect to an outstanding Award
held by a participant who, following the covered transaction, will be employed
by, or otherwise providing services of a similar nature to those provided to the
Company, to a corporation which is a surviving or acquiring corporation in the
covered transaction or an affiliate of such corporation, the Committee may at or
prior to the effective time of the covered transaction, in its sole discretion
and in lieu of the action described in paragraph (a) above, arrange to have such
surviving or acquiring corporation or affiliate assume any Award held by such
participant outstanding hereunder or grant a replacement award which, in the
judgment of the Committee, is substantially equivalent to any Award being
replaced which awards must in the case of incentive stock options satisfy the
requirements of the Code.

     7.4  TERMINATION FOLLOWING CHANGE OF CONTROL.

     Notwithstanding any other provision of this Plan, if the Participant's
employment terminates because of a "Qualified Termination" as defined in Exhibit
A, all unvested Options and Stock Appreciation Rights then held by such person
shall immediately become fully vested,

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all Options and Stock Appreciation Rights then held by such person shall remain
exercisable until the earlier of (i) the fourth anniversary of such Qualified
Termination and (ii) the latest date on which such Option or Right could have
been exercised without regard to Section 7.1 and Section 7.2, and all other
Awards shall immediately become fully vested and all restrictions, conditions
and performance goals with respect to such Awards shall be deemed satisfied and
shall no longer be applicable.

8.   GENERAL PROVISIONS

     8.1  DOCUMENTATION OF AWARDS.

     Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Committee from time to time.  Such instruments may be in the
form of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.

     8.2  RIGHTS AS A STOCKHOLDER, DIVIDEND EQUIVALENTS.

     Except as specifically provided by the Plan, the receipt of an Award will
not give a Participant rights as a stockholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Stock.  However, the Committee may,
on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Stock subject to the Participant's Award had such Stock been outstanding.
Without limitation, the Committee may provide for payment to the Participant of
amounts representing such dividends, either currently or in the future, or for
the investment of such amounts on behalf of the Participant.

     8.3  CONDITIONS ON DELIVERY OF STOCK.

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

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violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.

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

     8.4  TAX WITHHOLDING.

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

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

     If at the time an ISO is exercised the Committee determines that the
Company could be liable for withholding requirements with respect to a
disposition of the Stock received upon exercise, the Committee may require as a
condition of exercise that the person exercising the ISO agree (a) to inform the
Company promptly of any disposition (within the meaning of section 424(c) of the
Code) of Stock received upon exercise, and (b) to give such security as the
Committee deems adequate to meet the potential liability of the Company for the
withholding requirements and to augment such security from time to time in any
amount reasonably deemed necessary by the Committee to preserve the adequacy of
such security.

     8.5  NONTRANSFERABILITY OF AWARDS.

     Unless otherwise permitted by the Committee, no Award (other than an Award
in the form of an outright transfer of cash or Unrestricted Stock) may be
transferred other than by will or by the laws of descent and distribution, and
during a Participant's lifetime an Award requiring exercise may be exercised
only by the Participant (or in the event of the Participant's incapacity, the
person or persons legally appointed to act on the Participant's behalf).

                                      -12-
<PAGE>

     8.6  ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS.

     (a)  In the event of a stock dividend, stock split or combination of
shares, recapitalization or other change in the Company's capitalization, or
other distribution to common stockholders other than normal cash dividends,
after the effective date of the Plan, the Committee will make any appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 4 above.

     (b)  In any event referred to in paragraph (a), the Committee will also
make any appropriate adjustments to the number and kind of shares of stock or
securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by
such change. The Committee may also make such adjustments to take into account
material changes in law or in accounting practices or principles, mergers,
consolidations, acquisitions, dispositions or similar corporate transactions, or
any other event, if it is determined by the Committee that adjustments are
appropriate to avoid distortion in the operation of the Plan.

     (c)  In the case of ISOs or for purposes of the limits set forth in the
second paragraph of Section 4, the adjustments described in (a) and (b) will be
made only to the extent consistent with continued qualification of the option
under Section 422 of the Code (in the case of an ISO) or Section 162(m) of the
Code (in the case of the limits in Section 4).

     8.7  EMPLOYMENT RIGHTS, ETC.

     Neither the adoption of the Plan nor the grant of Awards will confer upon
any person any right to continued retention by the Company or any subsidiary as
an Employee or otherwise, or affect in any way the right of the Company or
subsidiary to terminate an employment, service or similar relationship at any
time.  Except as specifically provided by the Committee in any particular case,
the loss of existing or potential profit in Awards granted under the Plan will
not constitute an element of damages in the event of termination of an
employment, service or similar relationship even if the termination is in
violation of an obligation of the Company to the Participant.

     8.8  DEFERRAL OF PAYMENTS.

     The Committee may agree at any time, upon request of the Participant, to
defer the date on which any payment under an Award will be made.

     8.9  PAST SERVICES AS CONSIDERATION.

     Where a Participant purchases Stock under an Award for a price equal to the
par value of the Stock the Committee may determine that such price has been
satisfied by past services rendered by the Participant.

                                      -13-
<PAGE>

9.   EFFECT, AMENDMENT AND TERMINATION

     Neither adoption of the Plan nor the grant of Awards to a Participant will
affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
Employees.

     The Committee may at any time or times amend the Plan or any outstanding
Award for any purpose which may at the time be permitted by law, or may at any
time terminate the Plan as to any further grants of Awards, provided that
(except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify for the award of ISOs under section 422 of the Code
or for the award of performance-based compensation under Section 162(m) of the
Code.

                                      -14-
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------


     For purposes of Section 7.4 of the Plan, the following terms have the
following meanings:

     "Base Salary" means Participant's annual base salary, exclusive of any
bonus or other benefits the Participant may receive.

     "Cause" means the following, determined by the Committee in its reasonable
judgment:

          (i)    willful failure to perform, or gross negligence in the
                 performance of, Participant's duties and responsibilities to
                 the Company and its subsidiaries; or

          (ii)   fraud, embezzlement or other material dishonesty with respect
                 to the Company or any of its subsidiaries; or

          (iii)  conviction of, or plea of nolo contendere to, a felony or other
                 crime involving moral turpitude; or

          (iv)   other conduct by Participant that is materially harmful to the
                 business, interests or reputation of the Company or any of its
                 subsidiaries.

     "Change of Control" means such time as:

          (i)    a "person" or "group" (within the meaning of Sections 13(d) and
                 14(d)(2) of the Exchange Act) becomes the ultimate "beneficial
                 owner" (as defined in Rule 13d-3 under the Exchange Act) of
                 Voting Stock representing more than 50% of the total voting
                 power of the Voting Stock of the Company on a fully diluted
                 basis,

          (ii)   individuals who on May 30, 1996 constitute the Board (together
                 with any new directors whose election by the Board or whose
                 nomination for election by the Company's stockholders was
                 approved by a vote of at least two-thirds of the members of the
                 Board then in office who either were members of the Board on
                 the May 30, 1996 or whose election or nomination for election
                 was previously so approved) cease for any reason to constitute
                 a majority of the members of the Board then in office and

          (iii)  the merger or consolidation of the Company with or into another
                 corporation, or the merger or consolidation of another
                 corporation with

                                      -15-
<PAGE>

                 and into the Company, with the effect that, immediately after
                 such transaction, the Voting Stock of the entity surviving such
                 merger or consolidation received in such transaction by the
                 stockholders of the Company immediately prior to such
                 transaction represents the ultimate beneficial ownership of
                 less than 50% of Voting Stock of the entity surviving such
                 merger or consolidation.

     "Disability" has the meaning given it in any long-term disability plan of
the Company in which Participant participates.  Participant's employment shall
be deemed terminated for Disability when Participant is entitled to receive
long-term disability compensation pursuant to such long-term disability plan.
If the Company does not maintain such a plan, Participant shall be deemed
terminated for Disability if the Company terminates his employment due to
illness, injury, accident or condition of either a physical or psychological
nature as a result of which Participant is unable to perform substantially the
duties and responsibilities of his position for 180 days during a period of 365
consecutive calendar days.

     "Good Reason" means the voluntary termination by Participant of his or her
employment after the occurrence, without Participant's express written consent,
of any of the following events:

          (i)    assignment to Participant of duties materially inconsistent
                 with his or her positions, duties, responsibilities, or
                 reporting requirements with the Company (or a subsidiary)
                 immediately prior to a Change of Control or a material adverse
                 alteration in Participant's status or the nature of his or her
                 responsibilities with the Company immediately prior to a Change
                 in Control; or

          (ii)   reduction in Participant's rate of Base Salary to less than 100
                 percent of the rate of Base Salary paid to the Participant
                 immediately preceding the Change of Control, or reduction in
                 Participant's total cash compensation opportunities, including
                 salary, incentives and other benefits, for any fiscal year to
                 less than 100 percent of the total cash compensation
                 opportunities made available to the Participant immediately
                 preceding the Change of Control (for this purpose, such
                 opportunities shall be deemed reduced if the objective
                 standards by which Participant's incentive compensation is
                 measured become materially more stringent or if the amount of
                 such compensation is materially reduced on a discretionary
                 basis from the amount that would be payable solely by reference
                 to the objective standards).

     "Qualified Termination" means the termination of Participant's employment
during a Standstill Period (1) by the Company other than for Cause, death or
Disability, and (2) in the case of a Participant who at the time of the Change
of Control holds an office specifically

                                      -16-
<PAGE>

designated by the Committee in its sole discretion to have such right, by
Participant for Good Reason.

     "Standstill Period" is the period commencing on the date of a Change of
Control and continuing until the close of business on the last business day of
the 24th calendar month following such Change of Control.

     "Voting Stock" means the capital stock of any class or kind ordinarily
having the power to vote for the election of directors, managers or other voting
members of the governing body of such Person.

                                      -17-