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                                                                   EXHIBIT 10.15


                             MULTIMEDIA GAMES, INC.

                           1996 STOCK INCENTIVE PLAN

SECTION 1.  GENERAL PURPOSE OF PLAN; DEFINITIONS.

       The name of this plan is the Multimedia Games, Inc. 1996 Stock Incentive
Plan (the "Plan").  The Plan was adopted by the Board on August ___, 1996.  The
purpose of the Plan is to enable the Company to attract and retain highly
qualified personnel who will contribute to the Company's success by their
ability, ingenuity and industry and to provide incentives to the participating
officers, employees, directors, consultants and advisors that are linked
directly to increases in stockholder value and will therefore inure to the
benefit of all stockholders of the Company.

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

       (1)    "Administrator" means the Board, or if the Board does not
administer the Plan, the Committee in accordance with Section 2.

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

       (3)    "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.

       (4)    "Committee" means the Committee of the Board designated from time
to time by the Board to be the Administrator and that is comprised entirely of
persons qualifying as "nonemployee directors" in accordance with Rule
16b-3(b)(3) as promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934 (the "Act") to be
effective as of August 15, 1996, and as such Rule may be amended from time to
time, or any successor definition adopted by the Commission.  If at any time
the





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Board shall not administer the Plan, then the functions of the Board specified
in the Plan shall be exercised by the Committee.

       (5)    "Company" means Multimedia Games, Inc., a Delaware corporation
(or any successor corporation).

       (6)    "Deferred Stock" means an award made pursuant to Section 7 below
of the right to receive Stock at the end of a specified deferral period.

       (7)    "Disability" means the inability of a Participant to perform
substantially his duties and responsibilities to the Company by reason of a
physical or mental disability or infirmity (i) for a continuous period of six
months, or (ii) at such earlier time as the Participant submits medical
evidence satisfactory to the Company that he has a physical or mental
disability or infirmity which will likely prevent him from returning to the
performance of his work duties for six months or longer.  The date of such
Disability shall be on the last day of such six-month period or the day on
which the Participant submits such satisfactory medical evidence, as the case
may be.

       (8)    "Effective Date" shall mean the date provided pursuant to Section
11.

       (9)    "Eligible Employee" means an employee of the Company eligible to
participate in the Plan pursuant to Section 4.

       (10)   "Fair Market Value" means, as of any given date, with respect to
any awards granted hereunder, at the discretion of the Administrator and
subject to such limitations as the Administrator may impose, (A) if the Stock
is publicly traded, the closing sale price of the Stock on such date as
reported in the Wall Street Journal, or the average of the closing price of the
Stock on each day on which the Stock was traded over a period-of up to twenty
trading days immediately prior to such date, (B) the fair market value of the
Stock as determined in accordance with a method prescribed in the





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agreement evidencing any award hereunder, or (C) the fair market value of the
Stock as otherwise determined by the Administrator in the good faith exercise
of its discretion.

       (11)   "Incentive Stock Option" means any Stock Option intended to be
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

       (12)   "Limited Stock Appreciation Right" means a Stock Appreciation
Right that can be exercised only in the event of a "Change of Control" (as
defined in the award evidencing such Limited Stock Appreciation Right).

       (13)   "Non-Qualified Stock Option" means any Stock Option that is not
an Incentive Stock Option, including any Stock Option that provides (as of the
time such option is granted) that it will not be treated as an Incentive Stock
Option.

       (14)   "Parent Corporation" means any corporation (other the Company) in
an unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing 50% or
more of the combined voting power of all classes of stock in one of the other
corporations in the chain.

       (15)   "Participant" means any Eligible Employee, consultant or advisor
to the Company selected by the Administrator, pursuant to the Administrator's
authority in Section 2 below, to receive grants of Stock Options, Stock
Appreciation Right, Limited Stock Appreciation Rights, Restricted Stock awards,
Deferred Stock awards, Performance Shares or any combination of the foregoing.

       (16)   "Performance Share" means an award of shares of Stock pursuant to
Section 7 that is subject to restrictions based upon the attainment of
specified performance objectives.





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       (17)   "Restricted Stock" means an award granted pursuant to Section 7
of shares of Stock subject to certain restrictions.

       (18)   "Stock" means the Common Stock, $0.01 par value, of the Company.

       (19)   "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 to receive an amount equal to the difference between
(A) the Fair Market Value, as of the date such Stock Appreciation Right or
portion thereof is surrendered, of the shares of Stock covered by such right or
such portion thereof, and (B) the aggregate exercise price of such right or
such portion thereof.

       (20)   "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

       (21)   "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation) in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2.  ADMINISTRATION.

       The Plan shall be administered in accordance with the requirements of
Rule 16b-3 of the Act (but only to the extent necessary to maintain
qualification of the Plan under Rule 16b-3 of the Act) by the Board or by the
Committee which shall be appointed by the Board and which shall serve at the
pleasure of the Board.

       The Administrator shall have the power and authority to grant to
Eligible Employees, consultants and advisors to the Company, pursuant to the
terms of the Plan:  (a) Stock Options, (b) Stock-Appreciation Rights or Limited
Stock Appreciation Rights, (c) Restricted Stock,





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(d) Performance Shares, (e) Deferred Stock or (f) any combination of the
foregoing.

       In particular, the Administrator shall have the authority:

              (a)    to select those employees of the Company who shall be
Eligible Employees;

              (b)    to determine whether and to what extent Stock Options,
Stock Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Performance Shares or a combination of the foregoing, are to be
granted hereunder to Eligible Employees, consultants and advisors to the
Company;

              (c)    to determine the number of shares to be covered by each
such award granted hereunder;

              (d)    to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder (including, but not
limited to, (x) the restrictions applicable to Restricted or Deferred Stock
awards and the conditions under which restrictions applicable to such
Restricted or Deferred Stock shall lapse, and (y) the performance goals and
periods applicable to the award of Performance Shares); and

              (e)    to determine the terms and conditions, not inconsistent
with the terms of the Plan, which shall govern all written instruments
evidencing the Stock Options, Stock Appreciation Rights, Limited Stock
Appreciation Rights, Restricted Stock, Deferred Stock, Performance Shares or
any combination of the foregoing.

       The Administrator shall have the authority, in its discretion, to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable; to interpret the terms
and provisions of the Plan and any





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award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

       All decisions made by the Administrator pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company and
the Participants.

SECTION 3.  STOCK SUBJECT TO PLAN.

       The total number of shares of Stock reserved and available for issuance
under the Plan shall be the sum of (i) 275,000, plus (ii) ten percent (10%) of
the number of shares of Stock issued after  September 1, 1996, and on or prior
to December 31, 2000.  Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares.

       To the extent that (i) a Stock Option expires or is otherwise terminated
without being exercised, or (ii) any shares of Stock subject to any Restricted
Stock, Deferred Stock or Performance Share award granted hereunder are
forfeited, such shares shall again be available for issuance in connection with
future awards under the Plan.  If any shares of Stock have been pledged as
collateral for indebtedness incurred by a Participant in connection with the
exercise of a Stock Option and such shares are returned to the Company in
satisfaction of such indebtedness, such shares shall again be available for
issuance in connection with future awards under the Plan.

       In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in (i) the
aggregate number of shares reserved for issuance under the Plan, (ii) the kind,
number and option price of shares subject to outstanding Stock Options granted
under the Plan, and (iii) the kind, number and purchase price of shares
issuable pursuant to awards of Restricted Stock, Deferred Stock and Performance
Shares,





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as may be determined by the Administrator, in its sole discretion.  Such other
substitutions or adjustments shall be made as may be determined by the
Administrator, in its sole discretion.  An adjusted option price shall also be
used to determine the amount payable by the Company upon the exercise of any
Stock Appreciation Right or Limited Stock Appreciation Right associated with
any Stock Option.  In connection with any event described in this paragraph,
the Administrator may provide, in its discretion, for the cancellation of any
outstanding awards and payment in cash or other property therefor.

SECTION 4.  ELIGIBILITY.

       Officers (including officers who are directors of the Company),
employees of the Company, and consultants and advisors to the Company who are
responsible for or contribute to the management, growth and/or profitability of
the business of the Company shall be eligible to be granted Stock Options,
Stock Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock
awards, Deferred Stock awards or Performance Shares hereunder.  The
Participants under the Plan shall be selected from time to time by the
Administrator, in its sole discretion, from among the Eligible Employees,
consultants and advisors to the Company recommended by the senior management of
the Company, and the Administrator shall determine, in its sole discretion, the
number of shares covered by each award.

SECTION 5.  STOCK OPTIONS.

       Stock Options may be granted alone or in addition to other awards
granted under the Plan.  Any Stock Option granted under the Plan shall be in
such form as the Administrator may from time to time approve, and the
provisions of Stock Option awards need not be the same with respect to each
optionee.  Recipients of Stock Options shall enter into a subscription and/or
award agreement with the Company, in such form as the Administrator shall
determine which agreement shall set forth, among other things, the exercise
price of





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the option, the term of the option and provisions regarding exercisability of
the option granted thereunder.

       The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.

       The Administrator shall have the authority to grant any Eligible
Employee Incentive Stock Options, Non-Qualified Stock Options, or both types of
Stock Options (in each case with or without Stock Appreciation Rights or
Limited Stock Appreciation Rights).  Consultants and advisors may only be
granted Non-Qualified Stock Options (with or without Stock Appreciation Rights
or Limited Stock Appreciation Rights).  To the extent that any Stock Option
does not qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option.  More than one option may be granted to the same
optionee and be outstanding concurrently hereunder.

       Stock 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 Administrator shall deem
desirable:

       (1)    Option Price.  The option price per share of Stock purchasable
under a Stock Option shall be determined by the Administrator in its sole
discretion at the time of grant but shall not, (i) in the case of Incentive
Stock Options, be less than 100% of the Fair Market Value of the Stock on such
date, (ii) in the case of Non-Qualified Stock Options, be less than 85% of the
Fair Market Value of the Stock on such date, and (iii) in any event, be less
than the par value of the Stock.  If an employee owns or is deemed to own (by
reason of the attribution rules applicable under Section 425(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the
Company or any Parent Corporation and an Incentive Stock Option is granted to
such employee, the option price of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no less than 110% of the
Fair Market





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Value of the Stock on the date such Incentive Stock Option is granted.

       (2)    Option Term.  The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted; provided, however, that if an
employee owns or is deemed to own (by reason of the attribution rules of
Section 425(d) of the Code) more than 10% of the combined voting power of all
classes of stock of the Company or any Parent Corporation and an Incentive
Stock Option is granted to such employee, the term of such Incentive Stock
Option (to the extent required by the Code at the time of grant) shall be no
more than five years from the date of grant.

       (3)    Exercisability.  Stock Options shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by the
Administrator at or after grant.  The Administrator may provide, in its
discretion, that any Stock Option shall be exercisable only in installments,
and the Administrator may waive such installment exercise provisions at any
time in whole or in part based on such factors as the Administrator may
determine, in its sole discretion.

       (4)    Method of Exercise.  Subject to Section 5(3) above, 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 satisfying the number of
shares to be purchased, accompanied by payment in full of the purchase price in
cash or its equivalent as determined by the Administrator.  As determined by
the Administrator, in its sole discretion, payment in whole or in part may also
be made in the form of unrestricted Stock already owned by the optionee, or, in
the case of the exercise of a Non-Qualified Stock Option, in the form of
Restricted Stock or Performance Shares subject to an award hereunder (based, in
each case, on the Fair Market Value of the Stock on the date the option is
exercised); provided, however, that in the case of an Incentive Stock Option,
the right to make payment in the





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form of already owned shares may be authorized only at the time of grant.  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 Performance Shares, the
shares received upon the exercise of such Stock Option (to the extent of the
number of shares of Restricted Stock or Performance Shares surrendered upon
exercise of such Stock Option) shall be restricted in accordance with the
original terms of the Restricted Stock or Performance Share award in question,
except that the Administrator may direct that such restrictions shall apply
only to that number of shares equal to the number of shares surrendered upon
the exercise of such option.  An optionee shall generally have the rights to
dividends and any other rights of a stockholder with respect to the Stock
subject to the option only after 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 (1) of Section 10.

       The Administrator may require the voluntary surrender of all or a
portion of any Stock Option granted under the Plan as a condition precedent to
the grant of a new Stock Option.  Subject to the provisions of the Plan, such
new Stock Option shall be exercisable at the price, during such period and on
such other terms and conditions as are specified by the Administrator at the
time the new Stock Option is granted. Upon their surrender, Stock Options shall
be canceled and the shares previously subject to such canceled Stock Options
shall again be available for grants of Stock Options and other awards
hereunder.

       (5)    Loans.  The Company may make loans available to Stock Option
holders in connection with the exercise of outstanding options granted under
the Plan, as the Administrator, in its discretion, may determine.  Such loans
shall (i) be evidenced by promissory notes entered into by the Stock Option
holders in favor of the Company, (ii) be subject to the terms and conditions
set forth in this Section 5(5) and such other terms and conditions, not
inconsistent with the Plan, as the Administrator shall determine, (iii) bear
interest, if





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any, at such rate as the Administrator shall determine, and (iv) be subject to
Board approval (or to approval by the Administrator to the extent the Board may
delegate such authority).  In no event may the principal amount of any such
loan exceed the sum of (x) the exercise price less the-par value of the shares
of Stock covered by the option, or portion thereof, exercised by the holder,
and (y) any federal, state, and local income tax attributable to such exercise.
The initial term of the loan, the schedule of payments of principal and
interest (if any) under the loan, the extent to which the loan is to be with or
without recourse against the holder with respect to principal or interest and
the conditions upon which the loan will become payable in the event of the
holder's termination of employment shall be determined by the Administrator.
Unless the Administrator determines otherwise, when a loan is made, shares of
Stock having a Fair Market Value at least equal to the principal amount of the
loan shall be pledged by the holder to the Company as security for payment of
the unpaid balance of the loan, and such pledge shall be evidenced by a pledge
agreement, the terms of which shall be determined by the Administrator, in its
discretion; provided, however, that each loan shall comply with all applicable
laws, regulations and rules of the Board of Governors of the Federal Reserve
System and any other governmental agency having jurisdiction.

       (6)    Non-transferability of Options.  Unless otherwise determined by
the Administrator, and subject to such limitations on transferability as may be
required in Rule 16b-3, no Stock Option shall be transferable by the optionee,
and all Stock Options shall be exercisable, during the optionee's lifetime,
only by the optionee.

       (7)    Termination of Employment or Service.  If an optionee's
employment with or service as a director of or consultant or advisor to the
Company terminates by reason of death, Disability or for any other reason, the
Stock Option may thereafter be exercised to the extent provided in the
applicable subscription or award agreement, or as otherwise determined by the
Administrator.





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       (8)    Annual Limit on Incentive Stock Options.  To the extent that the
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of shares of Stock with respect to which Incentive Stock
Options granted to an Optionee under this Plan and all other option plans of
the Company or its Parent Corporation become exercisable for the first time by
the Optionee during any calendar year exceeds $100,000, such Stock Options
shall be treated as Non-Qualified Stock Options.

SECTION 6.  STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS.

       (1)    Grant and Exercise.  Stock Appreciation Rights and Limited Stock
Appreciation Rights may be granted either alone ("Free Standing Rights") or in
conjunction with all or part of any Stock Option granted under the Plan
("Related Rights").  In the case of a Non-Qualified Stock Option, Related
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, Related Rights may be
granted only at the time of the grant of the Incentive Stock Option.

       A Related Right or applicable portion thereof granted in conjunction
with a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, unless
otherwise provided by the Administrator at the time of grant, a Related Right
granted with respect to less than the full number of shares covered by a
related Stock Option shall only be reduced if and to the extent that the number
of shares covered by the exercise or termination of the related Stock Option
exceeds the number of shares not covered by the Related Right.

       A Related Right may be exercised by an optionee, in accordance with
paragraph (2) of this Section 6, by surrendering the applicable portion of the
related Stock Option.  Upon such exercise and surrender, the optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(2) of this Section





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6.  Stock Options which have been so surrendered, in whole or in part, shall no
longer be exercisable to the extent the Related Rights have been so exercised.

       (2)    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 Administrator, including the
following:

              (a)    Stock Appreciation Rights that are Related Rights
("Related 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 Section 5 and this Section 6
of the Plan; provided, however, that no Related Stock Appreciation Right shall
be exercisable during the first six months of its term, except that this
additional limitation shall not apply in the event of death or Disability of
the optionee prior to the expiration of such six-month period.

              (b)    Upon the exercise of a Related Stock Appreciation Right,
an optionee shall be entitled to receive up to, but not more than, an amount in
cash or that number of shares of Stock (or in some combination of cash and
shares of Stock) equal in value to the excess of the Fair Market Value of one
share of Stock as of the date of exercise over the option price per share
specified in the related Stock Option multiplied by the number of shares of
Stock in respect of which the Related Stock Appreciation Right is being
exercised, with the Administrator having the right to determine the form of
payment.

              (c)    Related Stock Appreciation Rights shall be transferable or
exercisable only when and to the extent that the underlying Stock Option would
be transferable or exercisable under paragraph (6) of Section 5 of the Plan.





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              (d)    Upon the exercise of a Related Stock Appreciation Right,
the Stock Option or part thereof to which such Related Stock Appreciation Right
is related shall be deemed to have been exercised for the purpose of the
limitation set forth in Section 3 of the Plan on the number of shares of Stock
to be issued under the Plan, but only to the extent of the number of shares
issued under the Related Stock Appreciation Right.

              (e)    A Related Stock Appreciation Right granted in connection
with an Incentive Stock Option may be exercised only if and when the Fair
Market Value of the Stock subject to the Incentive Stock Option exceeds the
exercise price of such Stock Option.

              (f)    Stock Appreciation Rights that are Free Standing Rights
("Free Standing Stock Appreciation Rights") shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by the
Administrator at or after grant; provided, however, that no Free Standing Stock
Appreciation Right shall be exercisable during the first six months of its
term, except that this limitation shall not apply in the event of death or
disability of the recipient of the Free Standing Stock Appreciation Right prior
to the expiration of such six-month period.

              (g)    The term of each Free Standing Stock Appreciation Right
shall be fixed by the Administrator, but no Free Standing Stock Appreciation
Right shall be exercisable more than ten years after the date such right is
granted.

              (h)    Upon the exercise of a Free Standing Stock Appreciation
Right, a recipient shall be entitled to receive up to, but not more than, an
amount in cash or that number of shares of Stock (or any combination of cash or
shares of Stock) equal in value to the excess of the Fair Market Value of one
share of Stock as of the date of exercise over the price per share specified in
the Free Standing Stock Appreciation Right (which price shall be no less than
100% of the Fair Market Value of the Stock on the date of grant)





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multiplied by the number of shares of Stock in respect to which the right is
being exercised, with the Administrator having the right to determine the form
of payment.

              (i)    Free Standing Stock Appreciation Rights shall be
transferable or exercisable only when and to the extent that a Stock Option
would be transferable or exercisable under paragraph (6) of Section 5 of the
Plan.

              (j)    In the event of the termination of employment or service
of a Participant who has been granted one or more Free Standing Stock
Appreciation Rights, such rights shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the
Administrator at or after grant.

              (k)    Limited Stock Appreciation Rights may only be exercised
within the 30-day period following a "Change of Control" (as defined by the
Administrator in the agreement evidencing such Limited Stock Appreciation
Right) and, with respect to Limited Stock Appreciation Rights that are Related
Rights ("Related Limited Stock Appreciation Rights"), only to the extent that
the Stock Options to which they relate shall be exercisable in accordance with
the provisions of Section 5 and this Section 6 of the Plan; provided, however,
that no Related Limited Stock Appreciation Right shall be exercisable during
the first six months of its term, except that this additional limitation shall
not apply in the event of death or Disability of the optionee prior to the
expiration of such six-month period.

              (l)    Upon the exercise of a Limited Stock Appreciation Right,
the recipient shall be entitled to receive an amount in cash equal in value to
the excess of the "Change of Control Price" (as defined in the agreement
evidencing such Limited Stock Appreciation Right) of one share of Stock as of
the date of exercise over (A) the option price per share specified in the
related Stock Option, or (B) in the case of a Limited Stock Appreciation Right
which is a Free





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Standing Stock Appreciation Right, the price per share specified in the Free
Standing Stock Appreciation Right, such excess to be multiplied by the number
of shares in respect of which the Limited Stock Appreciation Right shall have
been exercised.

SECTION 7.  RESTRICTED STOCK, DEFERRED STOCK AND PERFORMANCE SHARES.

       (1)    General.  Restricted Stock, Deferred Stock or Performance Share
awards may be issued either alone or in addition to other awards granted under
the Plan.  The Administrator shall determine the Eligible Employees,
consultants and advisors to whom, and the time or times at which, grants of
Restricted Stock, Deferred Stock or Performance Share awards shall be made; the
number of shares to be awarded; the price, if any, to be paid by the recipient
of Restricted Stock, Deferred Stock or Performance Share awards; the Restricted
Period (as defined in paragraph (3) hereof) applicable to Restricted Stock or
Deferred Stock awards; the performance objectives applicable to Performance
Share or Deferred Stock awards; the date or dates on which restrictions
applicable to such Restricted Stock or Deferred Stock awards shall lapse during
such Restricted Period, and all other conditions of the Restricted Stock,
Deferred Stock and Performance Share awards.  The Administrator may also
condition the grant Restricted Stock, Deferred Stock awards or Performance
Shares upon the exercise of Stock Options, or upon such other criteria as the
Administrator may determine in its sole discretion.  The provisions of
Restricted Stock, Deferred Stock or Performance Share awards need not be the
same with respect to each recipient.  In the discretion of the Administrator,
loans may be made to Participants in connection with the purchase of Restricted
Stock under substantially the same terms and conditions as provided in Section
5(5) with respect to the exercise of stock options.

       (2)    Awards and Certificates.  The prospective recipient of a
Restricted Stock, Deferred Stock or Performance Share award shall not have any
rights with respect to such award, unless and until such





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recipient has executed an agreement evidencing the award (a "Restricted Stock
Award Agreement," "Deferred Stock Award Agreement" or "Performance Share Award
Agreement," as appropriate) and delivered a fully executed copy thereof to the
Company, within a period of sixty days (or such other period as the
Administrator may specify) after the award date.  Except as otherwise provided
below in this Section 7(2), (i) each Participant who is awarded Restricted
Stock or Performance Shares shall be issued a stock certificate in respect of
such shares of Restricted Stock or Performance Shares; and (ii) such
certificate shall be registered in the name of the Participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such award.

       The Company may require that the stock certificates evidencing
Restricted Stock or Performance Share awards hereunder be held in the custody
of the Company until the restrictions thereon shall have lapsed, and that, as a
condition of any Restricted Stock award or Performance Share award, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Stock covered by such award.

       With respect to Deferred Stock awards, at the expiration of the
Restricted Period, stock certificates in respect of such shares of Deferred
Stock shall be delivered to the participant, or his legal representative, in a
number equal to the number of shares of Stock covered by the Deferred Stock
award.

       (3)    Restrictions and Conditions.  The Restricted Stock, Deferred
Stock and Performance Share awards granted pursuant to this Section 7 shall be
subject to the following restrictions and conditions.

              (a)    Subject to the provisions of the Plan and the Restricted
Stock Award Agreement, Deferred Stock Award Agreement or Performance Share
Award Agreement, as appropriate, governing such award, during such period as
may be set by the Administrator





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<PAGE>   18
commencing on the grant date (the "Restricted Period"), the Participant shall
not be permitted to sell, transfer, pledge or assign shares of Restricted
Stock, Performance Shares or Deferred Stock awarded under the Plan; provided,
however, that the Administrator may, in its sole discretion, provide for the
lapse of such restrictions in installments and may accelerate or waive such
restrictions in whole or in part based on such factors and such circumstances
as the Administrator may determine, in its sole discretion, including, but not
limited to, the attainment of certain performance related goals, the
Participant's termination of employment or service, death or Disability or the
occurrence of a "Change of Control" as defined in the agreement evidencing such
award.

              (b)    Except as provided in paragraph (3)(a) of this Section 7,
the Participant shall generally have, with respect to the shares of Restricted
Stock or Performance Shares, all of the rights of a stockholder with respect to
such stock during the Restricted Period.  The Participant shall generally not
have the rights of a stockholder with respect to stock subject to Deferred
Stock awards during the Restricted Period; provided, however, that dividends
declared during the Restricted Period with respect to the number of shares
covered by a Deferred Stock award shall be paid to the Participant.
Certificates for shares of unrestricted Stock shall be delivered to the
Participant promptly after, and only after, the Restricted Period shall expire
without forfeiture in respect of such shares of Restricted Stock, Performance
Shares or Deferred Stock, except as the Administrator, in its sole discretion,
shall otherwise determine.

              (c)    The rights of holders of Restricted Stock, Deferred Stock
and Performance Share awards upon termination of employment or service for any
reason during the Restricted Period shall be set forth in the Restricted Stock
Award Agreement, Deferred Stock Award Agreement or Performance Share Award
Agreement, as appropriate, governing such awards.





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<PAGE>   19
SECTION 8.  AMENDMENT AND TERMINATION.

       The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made that would impair the rights of a
Participant under any award theretofore granted without such Participant's
consent.

       The Administrator may amend the terms of any award theretofore granted,
prospectively or retroactively, but, subject to Section 3 above, no such
amendment shall impair the rights of any holder without his or her consent.

SECTION 9.  UNFUNDED STATUS OF PLAN.

       The Plan is intended to constitute an "unfunded" plan for incentive
compensation.  With respect to any payments not yet made to a Participant by
the Company, nothing contained herein shall give any such Participant any
rights that are greater than those of a general creditor of the Company.

SECTION 10.  GENERAL PROVISIONS.

       (1)    The Administrator may require each person purchasing shares
pursuant to a Stock Option to represent to and agree with the Company in
writing that such person is acquiring the shares without a view to distribution
thereof.  The certificates for such shares may include any legend which the
Administrator deems appropriate to reflect any restrictions on transfer.

       All certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the
Administrator 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
Administrator may cause a legend or legends





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<PAGE>   20
to be placed on any such certificates to make appropriate reference to such
restrictions.

       (2)    Nothing contained in the 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.  The adoption of the
Plan shall not confer upon any employee, director, consultant or advisor of the
Company any right to continued employment or service with the Company, as the
case may be, nor shall it interfere in any way with the right of the Company to
terminate the employment or service of any of its employees, directors,
consultants or advisors at any time.

       (3)    Each Participant shall, no later than the date as of which the
value of an award first becomes includible in the gross income of the
Participant for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Administrator regarding payment of, any
federal, state, or local taxes of any kind required by law to be withheld with
respect to the award.  The obligations of the Company under the Plan shall be
conditional on the making of such payments or arrangements, and the Company
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.

       (4)    No member of the Board or the Administrator, nor any officer or
employee of the Company acting on behalf of the Board or the Administrator,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.





                                      -20-
<PAGE>   21
SECTION 11.  EFFECTIVE DATE OF PLAN.

       The Plan became effective (the "Effective Date") on August __, 1996;
provided that, the Plan shall become effective with respect to Incentive Stock
Options on the date the Company's stockholders formally approve the Plan.

SECTION 12.  TERM OF PLAN.

       No Stock Option, Stock Appreciation Right, Limited Stock Appreciation
Right, Restricted Stock, Deferred Stock or Performance Share award shall be
granted pursuant to the Plan on or after the tenth anniversary of the Effective
Date, but awards theretofore granted may extend beyond that date.





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