SAM & LIBBY, INC.

                      1991 STOCK OPTION PLAN


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

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

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

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

Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at
the time of grant. Stock Purchase Rights may also be granted under
the Plan. The Plan also provides for automatic grants of
Nonstatutory Stock Options to Outside Directors.

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

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

        (b)  "Applicable Laws" means the legal requirements
relating to the administration of stock option plans under state
corporate and securities laws and the Code.

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

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

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

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

        (g)  "Company" means Sam & Libby, Inc., a California
corporation.

        (h)  "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services
and who is compensated for such services, provided that the term
"Consultant" shall not include Directors who are paid only a
director's fee by the Company or who are not compensated by the
Company for their services as Directors.


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        (i)  "Continuous Status as an Employee Consultant of
Director" means that the employment, consulting or Outside Director
relationship is not interrupted or terminated by the Company, any
Parent or Subsidiary. Continuous Status as an Employee, Consultant
or Director shall not be considered interrupted in the case of: (i)
any leave of absence approved by the Board, including sick leave,
military leave, or any other personal leave: provided, however,
that for purposes of Incentive Stock options, any such leave may
not exceed ninety (90) days, unless reemployment upon the
expiration of such leave is guaranteed by contract (including
certain Company policies) or statute; or (ii) transfers between
locations of the Company or between the Company, its Parent, its
Subsidiaries or its successor.

        (j)  "Director" means a member of the Board.

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

        (l)  "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of
the Company. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute
"employment" by the Company.

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

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

           (i)    If the Common Stock is listed on any
established stock exchange or a national market system, including
without limitation the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation
("NASDAQ") System, the Fair Market Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or
exchange (or the exchange with the greatest volume of trading in
Common Stock) on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other
source as the Administrator deems reliable;

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


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

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

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

        (q)  "Notice of Grant" means a written notice evidencing
certain terms and conditions of an individual Option or Stock
Purchase Right grant. The Notice of Grant is part of the Option
Agreement.

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

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

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

        (u)  "Optioned Stock" means the Common Stock subject to
an option or Stock Purchase Right.

        (v)  "Optionee" means an Employee or Consultant who holds
an outstanding Option or Stock Purchase Right.

        (w)  "Outside Director" shall mean a member of the Board
of Directors of the Company who is not an Employee or a Consultant.

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

        (y)  "Plan" means this Sam & Libby 1991 Stock Option
Plan.
        (z)  "Restricted Stock" means shares of Common Stock
acquired pursuant to a grant of Stock Purchase Rights under Section
11 below.

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


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        (bb)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or
any successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.

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

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

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

    3.  Stock Subject to the Plan. Subject to the provisions of
Section 13 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 500,000 Shares of
Common Stock. The Shares may be authorized, but unissued, or
reacquired Common Stock. However, should the Company reacquire
Shares which were issued pursuant to the exercise of an Option or
Stock Purchase Right, such Shares shall not become available for
future grant under the Plan.

     If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become
available for future grant under the Plan (unless the Plan has
terminated).

    4.  Administration of the Plan.

        (a)  Procedure.

             (i)  Multiple Administrative Bodies. If permitted
by Rule 16b-3, the Plan may be administered by different bodies
with respect to Directors, Officers who are not Directors, and
Employees who are neither Directors nor Officers.

             (ii)  Administration With Respect to Directors and
Officers Subject to Section 16(b). With respect to Option or Stock
Purchase Right grants made to Employees who are also Officers or
Directors subject to Section 16(b) of the Exchange Act, the Plan
shall be administered by (A) the Board, if the Board may administer
the Plan in compliance with the rules governing a plan intended to
qualify as a discretionary plan under Rule 16b-3, or (8) a
Committee designated by the Board to administer the Plan, which
Committee shall be constituted to comply with the rules governing
a plan intended to qualify as a discretionary plan under Rule
16b-3. Once appointed, such Committee shall continue to serve in
its designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of the Committee and


<PAGE>    4


appoint additional members, remove members (with or without cause)
and substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by the rules
governing a plan intended to qualify as a discretionary plan under
Rule 16b-3.

             (iii)  Administration With Respect to Other
Persons. With respect to Option or Stock Purchase Right grants made
to Employees or Consultants who are neither Directors nor Officers
of the Company, the Plan shall be administered by (A) the Board or
(B) a Committee designated by the Board, which Committee shall be
constituted to satisfy Applicable Laws. Once appointed, such
Committee shall serve in its designated capacity until otherwise
directed by the Board. The Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by
Applicable Laws.

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

          (i)  to determine the Fair Market Value of the
Common Stock, in accordance with Section 2(n) of the Plan;

          (ii)  to select the Consultants and Employees to
whom Options and Stock Purchase Rights may be granted hereunder;

          (iii) to determine whether and to what extent
options and Stock Purchase Rights or any combination thereof, are
granted hereunder;

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

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

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


<PAGE>    5


          (vii)  to determine whether, to what extent and
under what circumstances Common 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
providing for and determining the amount (if any) of any deemed
earnings on any deferred amount during any deferral period);

          (viii) to reduce the exercise price of any Option
or Stock Purchase Right to the then current Fair Market Value if
the Fair Market Value of the Common Stock covered by such Option or
Stock Purchase Right shall have declined since the date the Option
was granted;

          (ix)   to construe and interpret the terms of the
Plan;

          (x)    to prescribe, amend and rescind rules and
regulations relating to the Plan;

          (xi)   to modify or amend each option or Stock
Purchase Right (subject to Section 15(c) of the Plan);

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

          (xiii) to determine the terms and restrictions
applicable to Options and Stock Purchase Rights and any Restricted
Stock; and

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

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

    5.  Eligibility.

        (a)  Options may be granted to Employees, Consultants and
outside Directors provided that (i) Incentive Stock Options may
only be granted to Employees and (ii) options may only be granted
to Outside Directors in accordance with the provisions of Section
5(b) hereof. Each Option shall be designated in the written option
agreement as either an Incentive Stock option or a Nonstatutory
Stock Option. Subject to Section 5(b) with respect to Outside
Directors, an Employee, Consultant or outside Director who has been


<PAGE>    6


granted an option may, if such Employee, Consultant or Outside
Director is otherwise eligible, be granted additional Option(s).

        (b)  The provisions set forth in this Section 5(b) shall
not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder. All
grants of Options to Outside Directors under this Plan shall be
automatic and non-discretionary and shall be made strictly in
accordance with the following provisions:

             (i)  No person shall have any discretion to
select which Outside Directors shall be granted Options or to
determine the number of shares to be covered by options granted to
Outside Directors; provided, however, that nothing in this Plan
shall be construed to prevent an Outside Director from declining to
receive an Option under this Plan.

             (ii)  On the date first elected to the Board of
Director and on such date each year thereafter during the term of
this Plan, each Outside Director shall automatically receive an
option to purchase 5,000 Shares.

             (iii) The terms of an option granted pursuant to
this Section 5(b) shall be as follows:

                   (A)  the term of the Option shall be five
(5) years;

                   (B)  except as provided in Section 10 of
this Plan, the Option shall be exercisable only while the Outside
Director remains a director;

                   (C)  the exercise price per share of
Common Stock shall be 100% of the Fair Market Value on the date of
grant of the option;

                   (D)  the Option shall become exercisable
in installments cumulatively with respect to twenty-five percent
(25%) of the optioned Stock one year after the date of grant and as
to an additional twenty-five percent (25%) of the Optioned Stock
each year thereafter, so that one hundred percent (100%) of the
Optioned Stock shall be exercisable four years after the date of
grant; provided, however, that in no event shall any Option be
exercisable prior to obtaining shareholder approval of the Plan.

    6.  Limitations.

        (a)  Each Option shall be designated in the Notice of
Grant as either an Incentive Stock option or a Nonstatutory Stock
Option. However, notwithstanding such designations, to the extent
that the aggregate Fair Market Value:


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             (i)  of Shares subject to an Optionee's incentive
     stock options granted by the Company, any Parent or
     Subsidiary, which (ii) become exercisable for the first time
     during any calendar year (under all plans of the Company or
     any Parent or Subsidiary)

exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a),
incentive stock options shall be taken into account in the order in
which they were granted, and the Fair Market Value of the Shares
shall be determined as of the time of grant.

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

    7.  Term of Plan. Subject to Section 19 of the Plan, the Plan
shall become effective upon the earlier to occur of its adoption by
the Board or its approval by the shareholders of the Company as
described in Section 19 of the Plan. It shall continue in effect
for a term of ten (10) years unless terminated earlier under
Section 15 of the Plan.

    8.  Term of Option. The term of each Option shall be stated
in the Notice of Grant; provided, however, that in the case of an
Incentive Stock Option, the term shall be ten (10) years from the
date of grant or such shorter term as may be provided in the Notice
of Grant. However, in the case of an Incentive Stock option granted
to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent
or Subsidiary, the term of the Incentive Stock Option shall be five
(5) years from the date of grant or such shorter term as may be
provided in the Notice of Grant.

    9.  Option Exercise Price and ConsideratiOn.

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

             (i)  In the case of an Incentive Stock Option

                  (A)  granted to an Employee who, at the
time the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share


<PAGE>    8


exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of grant.

                  (B)  granted to any Employee, the per
Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.

             (ii)  In the case of a NonstatUtOry Stock Option,
the per Share exercise price shall be no less than 50% of the Fair
Market Value per Share on the date of grant.

        (b)  Waiting Period and Exercise Dates. At the time an
Option is granted, the Administrator shall fix the period within
which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be
exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service
period.

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

            (i)   cash:

            (ii)  check;

            (iii) promissory note;

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

            (v)  delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds
required to pay the exercise price;

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

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


<PAGE>    9


    10.  Exercise of Option.

          (a)  Procedure for Exercise; Rights as a Shareholder. Any
option granted hereunder shall be exercisable according to the
terms of the Plan and at such times and under such conditions as
determined by the Administrator and set forth in the Option
Agreement.

              An Option may not be exercised for a fraction of a
Share.

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

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

         (b)  Termination of Employment or Consulting
Relationship.  In the event that an optionee's Continuous Status as
an Employee, Consultant or Outside Director terminates (other than
upon the Optionee's death or Disability), the optionee may exercise
his or her Option, but only within such period of time as is
determined by the Administrator, and only to the extent that the
Optionee was entitled to exercise it at the date of termination
(but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). In the case of an
Incentive Stock Option, the Administrator shall determine such
period of time (in no event to exceed ninety (90) days from the
date of termination) when the Option is granted. If, at the date of
termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of
the option shall revert to the Plan. If, after termination, the


<PAGE>    10


Optionee does not exercise his or her option within the time
specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

         (c)  Disability of Optionee. In the event that an
Optionee's Continuous Status as an Employee, Consultant or Outside
Director terminates as a result of the optionee's Disability, the
Optionee may exercise his or her Option at any time within twelve
(12) months from the date of such termination, but only to the
extent that the Optionee was entitled to exercise it at the date of
such termination (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant). If, at
the date of termination, the Optionee is not entitled to exercise
his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option
within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.

         (d)  Death of Optionee. In the event of the death of an
Optionee, the Option may be exercised at any time within twelve
(12) months following the date of death (but in no event later than
the expiration of the term of such option as set forth in the
Notice of Grant), by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the optionee was entitled
to exercise the Option at the date of death. If, at the time of
death, the Optionee was not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the
Option shall revert to the Plan. If, after death, the Optionee's
estate or a person who acquired the right to exercise the Option by
bequest or inheritance does not exercise the option within the time
specified herein, the Option shall terminate, and the Shares
covered by such Option shall immediately revert to the Plan.

    11.  Stock Purchase Rights.

         (a)  Rights to Purchase.  Stock Purchase Rights may be
issued either alone, in addition to, or in tandem with other awards
granted under the Plan and/or cash awards made outside of the Plan.
After the Administrator determines that it will offer Stock
Purchase Rights under the Plan, it shall advise the offeree in
writing, by means of a Notice of Grant, of the terms, conditions
and restrictions related to the offer, including the number of
Shares that the offeree shall be entitled to purchase, the price to
be paid (which price shall not be less than 50% of the Fair Market
Value of the Shares as of the date of the offer), and the time
within which the offeree must accept such offer, which shall in no
event exceed six (6) months from the date upon which the
Administrator made the determination to grant the Stock Purchase
Right. The offer shall be accepted by execution of a Restricted


<PAGE>    11


Stock Purchase Agreement in the form determined by the
Administrator.

         (b)  Repurchase Option. Unless the Administrator
determines otherwise, the Restricted Stock Purchase Agreement shall
grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchaser's employment
with the Company for any reason including death or Disability). The
purchase price for Shares repurchased pursuant to the Restricted
Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of
the purchaser to the Company. The repurchase option shall lapse at
a rate determined by the Administrator.

         (c)  Other Provisions. The Restricted Stock Purchase
Agreement shall contain such other terms, provisions and conditions
not inconsistent with the Plan as may be determined by the Admin-

istrator in its sole discretion. In addition, the provisions of
Restricted Stock Purchase Agreements need not be the same with
respect to each purchaser.

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

    12.  Non-Transferability of Options and Stock Purchase Rights.
An Option or Stock Purchase Right may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and
may be exercised, during the lifetime of the optionee, only by the
Optionee.

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

         (a)  Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option and Stock Purchase
Right, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options
or Stock Purchase Rights have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option
or Stock Purchase Right, as well as the price per share of Common
Stock covered by each such outstanding option or Stock Purchase
Right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend,


<PAGE>   12


combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt
of consideration."  Such adjustment shall be made by the board,
whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an Option or Stock
Purchase Right.

         (b)  Dissolution or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, to the extent
that an Option or Stock Purchase Right has not been previously
exercised, it will terminate immediately prior to the consummation
of such proposed action. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option or Stock
Purchase Right shall terminate as of a date fixed by the Board and
give each Optionee the right to exercise his or her Option or Stock
Purchase Right as to all or any part of the optioned Stock,
including Shares as to which the Option or Stock Purchase Right
would not otherwise be exercisable.

         (c)  Merger or Asset Sale.  Subject to the provisions of
paragraph (d) hereof, in the event of a merger of the Company with
or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding option and Stock
Purchase Right shall be assumed or an equivalent option or right
shall be substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the
successor corporation does not agree to assume the Option or Stock
Purchase Right or to substitute an equivalent option or right, the
Administrator shall, in lieu of such assumption or substitution,
provide for the Optionee to have the right to exercise the Option
or Stock Purchase Right as to all of the optioned Stock, including
Shares as to which it would not otherwise be exercisable. If the
Administrator makes an Option or Stock Purchase Right fully
exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Administrator shall notify the
Optionee that the Option or Stock Purchase Right shall be fully
exercisable for a period of fifteen (15) days from the date of such
notice, and the Option or Stock Purchase Right will terminate upon
the expiration of such period. For the purposes of this paragraph,
the option or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers
the right to purchase, for each Share of Optioned Stock subject to
the option or Stock Purchase Right immediately prior to the merger
or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by


<PAGE>    13


holders of Common Stock for each Share held on the effective date
of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of
a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or sale of assets was not
solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation
and the participant, provide for the consideration to be received
upon the exercise of the Option or Stock Purchase Right, for each
Share of Optioned Stock subject to the Option or Stock Purchase
Right, to be solely common stock of the successor corporation or
its Parent equal in Fair Market Value to the per share
consideration received by holders of Common Stock in the merger or
sale of assets.

         (d)  Chance of Control. In the event of a "Change in
Control" of the Company, as defined in paragraph (e) below, any or
all or none of the following acceleration and valuation provisions
shall apply, as the Board, in its discretion, shall determine prior
to such Change of Control:

              (i)  Any Options and Stock Purchase Rights
outstanding as of the date such Change in Control is determined to
have occurred that are not yet exercisable and vested on such date
shall become fully exercisable and vested;

              (ii)  To the extent that they are exercisable and
vested, all outstanding Options and Stock Purchase Rights, unless
otherwise determined by the Board at or after grant, shall be
terminated in exchange for a cash payment at the Change in Control
Price, reduced by the exercise price applicable to such Options or
Stock Purchase Rights. These cash proceeds shall be paid to the
optionee or, in the event of death of an Optionee prior to payment,
to the estate of the Optionee or to a person who acquired the right
to exercise the Option or Stock Purchase Right by bequest or
inheritance.

         (e)  Definition of "Change in Control". For purposes of
this Section 13, a "Change in Control" means the happening of any
of the following:

              (i)  When any "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than the
Company, a Subsidiary or a Company employee benefit plan, including
any trustee of such plan acting as trustee) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting
power of the Company's then outstanding securities; or

              (ii)  The occurrence of a transaction requiring
shareholder approval, and involving the sale of all or


<PAGE>    14


substantially all of the assets of the Company or the merger of the
Company with or into another corporation.

         (f)  Change in Control Price.  For purposes of this
Section 13, "Change in Control Price" shall be, as determined by
the Board, (i) the highest closing sale price of a Share of Common
Stock as reported by the NASDAQ National Market System and as
appearing in the Wall Street Journal (or, in the event the Common
Stock is listed on a stock exchange, the highest closing price as
reported in the Wall Street Journal or such other source of
composite quotations as the Board deems reliable), at any time
within the 60 day period immediately preceding the date of
determination of the Change in Control Price by the Board (the
"60-Day Period"), or (ii) the highest price paid or offered, as
determined by the Board, in any bona fide transaction or bona fide
offer related to the Change in Control of the Company, at any time
within the 60-Day Period, or (iii) some lower price as the Board,
in its discretion, determines to be a reasonable estimate of the
fair market value of a share of Common Stock.

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

    15.  Amendment and Termination of the Plan.

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

         (b)  Shareholder Approval. The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary
and desirable to comply with Rule 16b-3 or with Section 422 of the
Code (or any successor rule or statute or other applicable law,
rule or regulation, including the requirements of any exchange or
quotation system on which the Common Stock is listed or quoted).
Such shareholder approval, if required, shall be obtained in such
a manner and to such a degree as is required by the applicable law,
rule or regulation.

         (c)  Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between
the Optionee and the Administrator, which agreement must be in
writing and signed by the Optionee and the Company.


<PAGE>    15


    16.  Conditions Upon Issuance of Shares.

         (a)  Legal Compliance.  Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right
unless the exercise of such Option or Stock Purchase Right and the
issuance and delivery of such Shares shall comply with all relevant
provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, Applicable Laws, and the
requirements of any stock exchange or quotation system upon which
the Shares may then be listed or quoted, and shall be further
subject to the approval of counsel for the Company with respect to
such compliance.

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

    17.  Liability of Company.

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

         (b)  Grants Exceeding Allotted Shares. If the Optioned
Stock covered by an Option or Stock Purchase Right exceeds, as of
the date of grant, the number of Shares which may be issued under
the Plan without additional shareholder approval, such Option or
Stock Purchase shall be void with respect to such excess Optioned
Stock, unless shareholder approval of an amendment sufficiently
increasing the number of Shares subject to the Plan is timely
obtained in accordance with Section 15(b) of the Plan.

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

    19.  Shareholder Approval. Continuance of the Plan shall be
subject to approval by the shareholders of the Company within
twelve (12) months before or after the date the Plan is adopted.
Such shareholder approval shall be obtained in the manner and to
the degree required under applicable federal and state law.


<PAGE>    16


    20.  Information to Optionees. The Company shall provide each
Optionee, while such Optionee has one or more Options or Stock
Purchase Rights outstanding, with copies of all annual reports and
other information which are provided to all shareholders of the
Company. The Company shall not be required to provide such
information if the issuance of Options or Stock Purchase Rights
under the Plan is limited to key employees whose duties in
connection with the Company assure their access to equivalent
information.