SECOND AMENDED AND RESTATED
        CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                    1992 STOCK INCENTIVE PLAN


     Section  1.  Purpose. The purpose of the Campo Electronics, Appliances
and Computers,  Inc.  1992 Stock Incentive Plan (the "Plan") is to increase
shareholder  value and to  advance  the  interests  of  Campo  Electronics,
Appliances   and   Computers,   Inc.   ("Campo")   and   its   subsidiaries
(collectively,  the  "Company")  by  granting  stock options and restricted
stock  (the  "Incentives")  to key employees of the  Company  in  order  to
attract, retain and motivate  these  employees.   The Board of Directors of
Campo  hereby  approves and adopts the Plan, subject  to  approval  of  the
shareholders of Campo.

     Section 2.  Administration.

          Section  2.1   Composition. The Plan shall be administered by the
     Compensation Committee  (the "Committee") of the Board of Directors of
     Campo.  The Committee shall  consist  of not fewer than two members of
     the Board of Directors, all of whom shall,  to  the  extent  required,
     qualify  to  administer the Plan under Rule 16b-3 under the Securities
     Exchange Act of  1934  (the  "Exchange Act") as currently in effect or
     any successor rule.

          Section  2.2   Authority.   The   Committee  shall  have  plenary
     authority to award Incentives under the Plan, to set the terms of such
     Incentives,  to  interpret  the  Plan,  to  establish   any  rules  or
     regulations relating to the Plan that it determines to be appropriate,
     and  to  make  any  other determination that it believes necessary  or
     advisable for the proper administration of the Plan.  Its decisions in
     matters relating to the  Plan  shall  be  final  and conclusive on the
     Company and participants.

     Section  3.   Eligible  Participants.  Key employees  of  the  Company
(including officers and directors, but excluding directors who are not also
full-time employees of the Company)  who,  in  the opinion of the Committee
have significant responsibility for the continued  growth,  development and
financial   success  of  the  Company  shall  become  eligible  to  receive
Incentives under  the  Plan when designated by the Committee.  Participants
may be designated individually  or by groups or categories as the Committee
deems appropriate.

     Section 4.   Types of Incentives.   Incentives  under  the Plan may be
granted in any one or a combination of the following forms:   (a) incentive
stock  options or non-qualified stock options and (b) shares of  restricted
stock.

     Section 5.   Shares Subject to the Plan.

          Section   5.1   Number  of  Shares.   Subject  to  adjustment  as
     provided in Section  8.5,  a  total  of 550,000 shares of Campo common
     stock, $.10 par value per share (the "Common  Stock"),  may  be issued
     under  the  Plan.   Incentives  with  respect  to no more than 200,000
     shares  of  Common Stock may be granted under the  Plan  to  a  single
     participant in any calendar year.

          Section  5.2   Calculation  of  Shares Available for Issuance and
     Cancellation of Options.  If a stock option  granted hereunder expires
     or is terminated or cancelled as to any shares  of  Common Stock, such
     shares  may  again be issued under the Plan either pursuant  to  stock
     options or as  restricted stock.  If shares of Common Stock are issued
     as restricted stock  and thereafter are forfeited or reacquired by the
     Company  pursuant  to rights  reserved  upon  issuance  thereof,  such
     forfeited and reacquired  shares  may  again be issued under the Plan,
     either as restricted stock or pursuant to  a  stock  option,  if  such
     issuance  does  not  result  in  a  violation  of Rule 16b-3 under the
     Exchange Act or any successor rule.  Shares of Common  Stock otherwise
     issuable under the Plan and used for the payment of withholding  taxes
     shall  again  be  available  for  issuance  under the Plan.  Shares of
     Common  Stock  delivered to pay the exercise price  of  stock  options
     shall be added to  the number of shares available for issuance through
     the Plan.  The Committee  may  also  determine to cancel, and agree to
     the cancellation of, stock options in order to grant new stock options
     to  the  same participant at a lower price  than  the  options  to  be
     cancelled.

          Section  5.3   Type  of  Common Stock.  Common Stock issued under
     the Plan in connection with Incentives  may be authorized and unissued
     shares or issued shares held as treasury shares.

          Section 5.4   Reinvestment of Dividends.   Shares of Common Stock
     that are delivered to a participant in the Plan as  a  result  of  the
     reinvestment  of  dividends in conjunction with restricted stock shall
     be applied against  the  maximum  number of shares provided in Section
     5.1.

     Section 6.   Stock Options.  A stock  option  is  a  right to purchase
shares of Common Stock from the Company.  Stock options granted  under this
Plan  may  be incentive stock options or non-qualified stock options.   Any
option that  is  designated  as  a  non-qualified stock option shall not be
treated as an incentive stock option.   Each  stock  option  granted by the
Committee  under  the  Plan  shall  be  subject to the following terms  and
conditions:

          Section  6.1   Price.   The  option  price  per  share  shall  be
     determined by the Committee, subject  to adjustment under Section 8.5;
     provided that in no event shall the option price be less than the Fair
     Market Value (as defined in Section 8.11)  of  a share of Common Stock
     on the date of grant.

          Section  6.2   Number.   The  number of shares  of  Common  Stock
     subject to the option shall be determined by the Committee, subject to
     adjustment as provided in Section 8.5.

          Section 6.3   Duration and Time  for  Exercise.  The term of each
     option shall be determined by the Committee.  Each option shall become
     exercisable  at  such  time  or  times during its  term  as  shall  be
     determined by the Committee and as provided in Section 8.10; provided,
     however, that, except as provided  in  Section  8.10,  no stock option
     granted to an officer or director of Campo who is subject  to  Section
     16 of the Exchange Act (an "Insider") shall be exercisable within  the
     six  month  period immediately following the date of grant and, unless
     otherwise provided  in  the  stock  option  agreement  and  unless the
     options  are  incentive  stock  options,  with  respect to which other
     restrictions apply, all stock options shall expire  (a) 12 months from
     the  date  of  termination  of  employment as the result of  death  or
     disability, (b) six months and one day after termination of employment
     as a result of retirement and (c) immediately if employment terminates
     for any other reason, including resignation  and  termination  by  the
     Company.   The  Committee  may  in  its  discretion extend the term of
     options which would otherwise expire as a  result  of  resignation  or
     termination  by the Company.  The Committee may also impose such terms
     and conditions  to  the  exercise of each option as it deems advisable
     and may accelerate the exercisability of any outstanding option at any
     time in its sole discretion.

          Section 6.4   Repurchase.   Upon  approval  of the Committee, the
     Company  may  repurchase  a  previously granted stock  option  from  a
     participant by mutual agreement  before such option has been exercised
     by payment to the participant of the  amount  per share by which:  (a)
     the Fair Market Value of the Common Stock subject to the option on the
     date of purchase exceeds (b) the option price.

          Section  6.5   Manner  of  Exercise.   A  stock   option  may  be
     exercised,  in  whole  or  in  part, by giving written notice  to  the
     Company,  specifying  the number of  shares  of  Common  Stock  to  be
     purchased.  The exercise  notice  shall  be  accompanied  by  the full
     purchase price for such shares.  The option price shall be payable  in
     United  States  dollars  and  may  be paid (a) by cash, uncertified or
     certified  check  or  bank draft, (b) if  the  Committee  permits,  by
     delivery of shares of Common  Stock  held by the optionee for at least
     six months in payment of all or any part  of  the  option price, which
     shares shall be valued for this purpose at the Fair  Market  Value  on
     the  date  such  option  is  exercised,  (c)  by delivering a properly
     executed exercise notice together with irrevocable  instructions  to a
     broker  approved  by  the  Company  (with  a  copy  to the Company) to
     promptly deliver to the Company the amount of sale or loan proceeds to
     pay  the  exercise  price  or  (d)  in  such  other manner as  may  be
     authorized from time to time by the Committee.  Shares of Common Stock
     delivered in payment of the exercise price that were acquired upon the
     exercise of a stock option are deemed to have been  held from the date
     of  grant  of  the  stock  option.   In  the  case of delivery  of  an
     uncertified check or bank draft upon exercise of  a  stock  option, no
     shares shall be issued until the check or draft has been paid in full.
     Prior to the issuance of shares of Common Stock upon the exercise of a
     stock option, a participant shall have no rights as a stockholder.

          Section 6.6   Incentive Stock Options.  Notwithstanding  anything
     in the Plan to the contrary, the following additional provisions shall
     apply  to  the grant of stock options that are intended to qualify  as
     incentive stock options (as such term is defined in Section 422 of the
     Internal Revenue Code of 1986, as amended (the "Code"):

               (a)   Any  incentive  stock option authorized under the Plan
          shall contain such other provisions  as  the Committee shall deem
          advisable, but shall in all events be consistent with and contain
          or  be  deemed  to contain all provisions required  in  order  to
          qualify the options as incentive stock options;

               (b)  All incentive  stock options must be granted within ten
          years from the date on which  this  Plan was adopted by the Board
          of Directors;

               (c)  Unless sooner exercised, all  incentive  stock  options
          shall expire no later than ten years after the date of grant;

               (d)  No  incentive  stock  option  shall  be  granted to any
          participant  who, at the time such option is granted,  would  own
          (within the meaning  of Section 422 of the Code) stock possessing
          more than 10% of the total  combined  voting power of all classes
          of  stock  of  the  employer  corporation or  of  its  parent  or
          subsidiary corporation; and

               (e) The aggregate Fair Market Value (determined with respect
          to each incentive stock option  as  of  the  time  such incentive
          stock  option  is  granted)  of the Common Stock with respect  to
          which incentive stock options  are exercisable for the first time
          by a participant during any calendar  year (under the Plan or any
          other  plan of the Company) shall not exceed  $100,000.   To  the
          extent that  such  limitation is exceeded, such options shall not
          be treated, for federal  income  tax purposes, as incentive stock
          options.

          Section 6.7   Non-Transferability  of  Options.   Options granted
     under  the Plan shall not be transferred, pledged or assigned  by  the
     holder thereof (except, in the event of the holder's death, by will or
     by the laws of descent and distribution), and options may be exercised
     during the lifetime of a participant only by the participant or by the
     participant's   guardian   or  legal  representative.   Any  attempted
     assignment, transfer, pledge, hypothecation or other disposition of an
     option, or levy of attachment  or  similar process upon the option not
     specifically permitted herein shall  be  null  and  void  and  without
     effect.

     Section 7.   Restricted Stock

          Section 7.1  Grant of Restricted Stock.  The Committee may  award
     shares  of  restricted  stock  to  such key employees as the Committee
     determines to be eligible pursuant to  the  terms  of  Section  3.  An
     award  of  restricted  stock  may  be  subject  to  the  attainment of
     specified  performance  goals  or  targets,  restrictions on transfer,
     forfeitability provisions and on such other terms  and  conditions  as
     the Committee may determine, subject to the provisions of the Plan.

          Section 7.2  Award and Delivery of Restricted Stock.  At the time
     an  award of restricted stock is made, the Committee shall establish a
     period  of time (the "Restricted Period") applicable to such an award.
     Each award of restricted stock may have a different Restricted Period.
     The Committee  may,  in  its sole discretion, prescribe conditions for
     the lapse of restrictions  upon death, disability, retirement or other
     termination  of  employment  or   for  the  lapse  or  termination  of
     restrictions upon the satisfaction  of other conditions in addition to
     or other than the expiration of the Restricted  Period with respect to
     all  or any portion of the shares of restricted stock.   In  addition,
     any Insider  shall  be  prohibited  from  selling shares of restricted
     stock  for  a  period  of  six  months  from the grant  thereof.   The
     Committee shall have the power to accelerate  the  expiration  of  the
     Restricted  Period  with  respect  to  all  or  any part of the shares
     awarded to a participant and the expiration of the  Restricted  Period
     shall  automatically  occur  under the conditions described in Section
     8.10 hereof.

          Section  7.3  Escrow.   In  order  to  enforce  the  restrictions
     imposed by the Committee pursuant  to  this Section 7, the participant
     receiving  restricted stock shall enter into  an  agreement  with  the
     Company setting  forth  the  conditions  of  the  grant.  Certificates
     representing  shares  of restricted stock shall be registered  in  the
     name of the participant  and deposited with the Company, together with
     a  stock  power endorsed in  blank  by  the  participant.   Each  such
     certificate shall bear a legend in substantially the following form:

          The transferability  of  this  certificate and the shares of
          Common Stock represented by it are  subject to the terms and
          conditions (including conditions of forfeiture) contained in
          the  Campo  Electronics,  Appliances  and   Computers,  Inc.
          Amended and Restated 1992 Stock Incentive Plan (the "Plan"),
          and  an agreement entered into between the registered  owner
          and  Campo   Electronics,  Appliances  and  Computers,  Inc.
          Copies of the  Plan  and  the  agreement  are on file at the
          principal office of the Company.

          Section 7.4  Dividends on Restricted Stock.  Any and all cash and
     stock dividends paid with respect to the shares  of  restricted  stock
     shall  be  subject  to  any  restrictions  on transfer, forfeitability
     provisions or reinvestment requirements as the  Committee  may, in its
     discretion, determine.

          Section  7.5  Forfeiture.   Upon the forfeiture of any restricted
     stock (including any additional shares  of  restricted  stock that may
     result from the reinvestment of cash and stock dividends in accordance
     with  such  rules  as the Committee may establish pursuant to  Section
     7.4), such forfeited  shares  shall  be surrendered.  The participants
     shall have the same rights and privileges,  and be subject to the same
     forfeiture provisions with respect to any additional  shares  received
     pursuant  to  Section  8.5  due to a recapitalization, merger or other
     change in capitalization.

          Section  7.6  Expiration   of   Restricted   Period.    Upon  the
     expiration   or   termination   of   the  Restricted  Period  and  the
     satisfaction of any other conditions prescribed by the Committee or at
     such earlier time as provided for in Section 7.2 and in the restricted
     stock agreement, the restrictions applicable  to  the restricted stock
     shall  lapse  and  a  stock certificate for the number  of  shares  of
     restricted stock with respect  to  which  the restrictions have lapsed
     shall be delivered, free of all such restrictions, except any that may
     be imposed by law, to the participant or the  participant's estate, as
     the case may be.

          Section 7.7  Rights as a Stockholder.  Subject  to  the terms and
     conditions of the Plan and subject to any restrictions on  the receipt
     of  dividends  that  may be imposed by the Committee, each participant
     receiving restricted stock  shall have all the rights of a stockholder
     with respect to shares of stock during any period in which such shares
     are  subject to forfeiture and  restrictions  on  transfer,  including
     without  limitation,  the right to vote such shares.  Unless otherwise
     restricted by the Committee, dividends paid in cash or property, other
     than Common Stock with respect to shares of restricted stock, shall be
     paid to the participant currently.

     Section 8.   General.

          Section 8.1   Duration.   The  Plan  shall remain in effect until
     all stock options granted under the Plan have either been satisfied by
     the issuance of shares of Common Stock or been  terminated  under  the
     terms of the Plan and all restrictions imposed on shares of restricted
     stock in connection with their issuance under the Plan have lapsed.

          Section 8.2   Effect of Termination of Employment or Death.  If a
     participant  ceases  to  be an employee of the Company for any reason,
     including death, any stock options may be exercised or shall expire as
     provided in Section 6.3 hereof and shares of restricted stock shall be
     forfeited or restrictions  thereon shall lapse at such times as may be
     determined by the Committee.

          Section 8.3   Legal and  Other  Requirements.   The obligation of
     the Company to sell and deliver Common Stock under the  Plan  shall be
     subject  to  all  applicable  laws,  regulations, rules and approvals,
     including,  but  not  by way of limitation,  the  effectiveness  of  a
     registration statement  under  the  Securities  Act  of 1933 if deemed
     necessary or appropriate by the Company.

          Section 8.4   Effective  Date.   The Plan shall become  effective
     upon the later of (a) the date of approval  of  the  Plan  by  Campo's
     shareholders  or  (b)  the  closing of the sale of Common Stock to the
     underwriters of a public offering of the Common Stock registered under
     the Securities Act of 1933.

          Section 8.5   Adjustment.   In  the  event of any reorganization,
     recapitalization, stock dividend, stock split,  reverse  stock  split,
     combination  of shares or other change in the Common Stock, the number
     of  shares  of Common  Stock  then  subject  to  the  Plan,  including
     outstanding shares  of  restricted stock and options shall be adjusted
     in proportion to the change in outstanding shares of Common Stock.  In
     the event of any such adjustments,  the  exercise price of any option,
     the performance objectives of any Incentive,  and the number of shares
     of  Common  Stock  issuable  pursuant  to any stock  option  shall  be
     adjusted  as  and  to  the  extent  appropriate,   in  the  reasonable
     discretion  of the Committee, to provide participants  with  the  same
     relative rights before and after such adjustment.

          Section  8.6   Incentive Agreements.  The terms of each Incentive
     shall be stated  in  an  agreement  approved  by  the  Committee.  The
     Committee may also determine to enter into agreements with  holders of
     options  to reclassify or convert certain outstanding options,  within
     the terms  of the Plan, as incentive stock options or as non-qualified
     stock options  with  respect  to  all  or part of such options and any
     other  previously  issued options.  Notwithstanding  anything  to  the
     contrary contained in  the Plan, the Company is under no obligation to
     grant an Incentive to a  participant or continue an Incentive in force
     unless  the  participant  executes  all  appropriate  agreements  with
     respect to such Incentives in such form as the Committee may determine
     from time to time.

          Section 8.7   Withholding.   The  Company shall have the right to
     withhold from any payments made under the  Plan  or  to  collect  as a
     condition  of  payment,  any taxes required by law to be withheld.  At
     any time that a participant  is  required  to  pay  to  the Company an
     amount required to be withheld under the applicable income tax laws in
     connection  with the issuance of shares of Common Stock upon  exercise
     of an option or upon the lapse of restrictions on shares of restricted
     stock, the participant  may,  subject  to  the  Committee's  right  of
     disapproval,  satisfy  this obligation in whole or in part by electing
     (the "Election") to have  the  Company  withhold from the distribution
     shares of Common Stock having a value equal  to the amount required to
     be withheld.  The value of the shares to be withheld shall be based on
     the Fair Market Value of the Common Stock on the  date that the amount
     of tax to be withheld shall be determined (the "Tax Date").

          Each Election must be made prior to the Tax Date.   The Committee
     may disapprove of any Election or may suspend or terminate  the  right
     to  make  Elections.  If a participant makes an election under Section
     83(b)  of  the  Internal  Revenue  Code  with  respect  to  shares  of
     restricted stock, an Election is not permitted to be made.

          If a participant  is  an  Insider, then an Election is subject to
     the following additional restrictions:

               (a) No Election shall  be  effective  for  a  Tax  Date that
          occurs within six months of the grant of the option or restricted
          stock.

               (b) The Election must be made either (i) six months prior to
          the  Tax  Date  or  (ii)  during  a period beginning on the third
          business day following the date of release for publication of the
          Company's quarterly or annual summary  statements of earnings and
          ending on the twelfth business day following such date (a "window
          period").   If  the  Election is made under  (b)(ii)  hereof  and
          relates to the exercise  of  an  option,  the  exercise must also
          occur during a window period.

               (c)  The  Election  is irrevocable except upon  six  months'
          advance written notice to the Company.

          Section 8.8   No Continued  Employment.   No  participant  in the
     Plan  shall  have  any  right, because of his or her participation, to
     continue in the employ of the Company for any period of time or to any
     right  to  continue  his  or   her   present  or  any  other  rate  of
     compensation.

          Section 8.9   Amendment of the Plan.   The  Board  may  amend  or
     discontinue  the  Plan  at  any  time; provided, however, that no such
     amendment  or  discontinuance shall  change  or  impair,  without  the
     consent of the recipient, an Incentive previously granted and; further
     provided that if  any  such amendment requires shareholder approval to
     meet the requirements of  Rule  16b-3  under  the  Exchange Act or any
     successor rule such amendment shall be subject to the  approval of the
     shareholders of Campo.

          Section    8.10      Immediate    Acceleration   of   Incentives.
     Notwithstanding  any  provision  in  this Plan  or  in  any  Incentive
     Agreement to the contrary, the Committee, in its sole discretion shall
     have the power to cause at any time (a) the restrictions on all shares
     of  restricted  stock  awarded  to  lapse  immediately   and  (b)  all
     outstanding options to become exercisable immediately.

          Section  8.11   Definition  of  Fair Market Value.  "Fair  Market
     Value" of the Common Stock on any date shall be deemed to be the final
     closing  sale  price per share of Common  Stock  on  the  trading  day
     immediately prior to such date.  If the Common Stock is listed upon an
     established stock  exchange  or  exchanges  or any automated quotation
     system that provides sale quotations, such Fair  Market Value shall be
     deemed to be the closing price of the Common Stock on such exchange or
     quotation system, or if no sale of the Common Stock  shall  have  been
     made  on that day, on the next preceding day on which there was a sale
     of such  stock.   If the Common Stock is not listed on any exchange or
     quotation system, but  bid  and asked prices are quoted and published,
     such Fair Market Value shall  be  the  mean between the quoted bid and
     asked price on the day the option is granted,  and  if  bid  and asked
     quotations are not available on such day, on the latest preceding  day
     on  which  such  prices  were  available.   If the Common Stock is not
     actively  traded,  or  quoted,  such  Fair  Market   Value   shall  be
     established  by the Committee based upon a good faith effort to  value
     the Common Stock.

          Section 8.12   Compliance  with  Section  16.   With  respect  to
     persons  subject to Section 16 of the Exchange Act, transactions under
     the Plan are intended to comply with all applicable conditions of Rule
     16b-3 or its  successors  under  the  Exchange Act.  To the extent any
     provision of the Plan or action by the  Committee  is  deemed  not  to
     comply with any applicable condition of Rule 16b-3, it shall be deemed
     null  and  void to the extent permitted by law and deemed advisable by
     the Committee.

          Section  8.13   Tax  Benefits  Rights.  The Committee may grant a
     tax benefit right ("TBR") to a participant  in  the Plan on such terms
     as  the Committee in its discretion shall determine.   A  TBR  may  be
     granted  only  with respect to an Incentive granted under the Plan and
     may be granted concurrently  with or after the grant of the Incentive.
     A TBR shall entitle a participant  to  receive  from  the  Company  an
     amount  in  cash  not to exceed the product of the ordinary income, if
     any, which the participant  may  realize as the result of the exercise
     of an option or the grant or vesting  of  restricted  stock (including
     any income realized as a result of the related TBR) multiplied  by the
     then  applicable highest stated federal and state income tax rate  for
     individuals.   The  Committee shall determine all terms and provisions
     of the TBR granted hereunder.

          Section 8.14  Change of Control.  (a) Notwithstanding anything to
     the contrary in the Plan or any related Incentive Agreement, if
               (1) Campo shall  not  be the surviving entity in any merger,
          consolidation or other reorganization  (or  survives  only  as  a
          subsidiary  of  an  entity  other  than a previously wholly-owned
          subsidiary of Campo),

               (2) Campo sells, leases or exchanges  all  or  substantially
          all  of  its assets to any other person or entity (other  than  a
          wholly-owned subsidiary of Campo),

               (3) Campo is to be dissolved or liquidated,

               (4)  any   person   or   entity,   including  a  "group"  as
          contemplated by Section 13(d)(3) of the Exchange  Act, other than
          an  employee  benefit  plan  of  the Company or a related  trust,
          acquires  or  gains  ownership  or  control  (including,  without
          limitation, power to vote) of more than  30%  of  the outstanding
          shares of the Common Stock, or

               (5)  as  a  result  of  or  in  connection  with a contested
          election  of directors, the persons who were directors  of  Campo
          before such  election shall cease to constitute a majority of the
          Board of Directors  of  Campo  (each  such  event  is referred to
          herein as a "Corporate Change"),

     then  upon  the  approval  by the Board of Directors of Campo  of  any
     Corporate Change of the type  described  in clause (1), (2) or (3), or
     upon  a  Corporate  Change  described  in  clause   (4)  or  (5),  all
     outstanding options shall automatically become fully  exercisable, all
     restrictions  or  limitations  on any Incentives shall lapse  and  all
     performance criteria and other conditions  relating  to the payment of
     Incentives  shall be deemed to be achieved or waived by  the  Company,
     without the necessity of any action by any person.

          (b) In addition, no later than

               (i)  30 days after the approval by the Board of Directors of
          Campo of any  Corporate  Change  of the type described in clauses
          (1), (2) or (3) of Section 8.14(a) or

               (ii) 30 days after a Corporate  Change of the type described
          in clause (4) or (5) of Section 8.14(a),

     the Committee, acting in its sole discretion  without  the  consent or
     approval  of  any  participant  (and  notwithstanding  any removal  or
     attempted removal of some or all of the members thereof  as  directors
     or  committee members), may act to effect one or more of the following
     alternatives,  which  may vary among individual participants and which
     may vary among Incentives held by any individual participant:

               (1) require that  all outstanding options be exercised on or
          before a specified date  (before  or after such Corporate Change)
          fixed  by  the  Committee,  after  which   specified   date   all
          unexercised  options  and  all  rights of participants thereunder
          shall terminate,
               (2) provide for mandatory conversion  of  some or all of the
          outstanding  options  held by some or all participants  as  of  a
          date, before or after such  Corporate  Change,  specified  by the
          Committee,   in   which   event  such  options  shall  be  deemed
          automatically cancelled and the Company shall pay, or cause to be
          paid, to each such participant  an amount of cash per share equal
          to the excess, if any, of the Change  of  Control  Value  of  the
          shares  subject  to such option, as defined and calculated below,
          over the exercise  price(s)  of such options, or, in lieu of such
          cash payment, the issuance of  Common  Stock having a Fair Market
          Value equal to such excess,

               (3)  make  such  equitable adjustments  to  Incentives  then
          outstanding as the Committee  deems  appropriate  to reflect such
          Corporate  Change  (provided,  however,  that  the Committee  may
          determine in its sole discretion that no adjustment  is necessary
          to Incentives then outstanding), or

               (4) provide that thereafter upon any exercise of  an  option
          theretofore granted the participant shall be entitled to purchase
          under  such  option,  in  lieu  of the number of shares of Common
          Stock then covered by such option, the number and class of shares
          of  stock  or  other securities or property  (including,  without
          limitation, cash)  to  which  the  participant  would  have  been
          entitled pursuant to the terms of the agreement providing for the
          merger, consolidation, asset sale, dissolution or other Corporate
          Change of the type described in clause (1), (2) or (3) above, if,
          immediately  prior  to such Corporate Change, the participant had
          been the holder of record of the number of shares of Common Stock
          then covered by such options.

          (c) For the purposes of clause (2) of Section 8.14(b) the "Change
     of Control Value" shall equal  the  amount  determined by whichever of
     the following items is applicable:

               (1)  the  per  share price offered to  shareholders  of  the
          Company   in   any   such   merger,    consolidation   or   other
          reorganization,  determined  as  of the date  of  the  definitive
          agreement providing for such transaction,

               (2)  the  price per share offered  to  shareholders  of  the
          Company in any tender offer or exchange offer whereby a Corporate
          Change takes place, or

               (3) in all  other events, the Fair Market Value per share of
          Common  Stock  into   which  such  options  being  converted  are
          exercisable, as determined  by  the  Committee  as  of  the  date
          determined  by the Committee to be the date of conversion of such
          options.

          (d) In the event  that  the consideration offered to shareholders
     of  the  Company  in  any transaction  described  herein  consists  of
     anything other than cash,  the Committee shall determine the fair cash
     equivalent of the portion of  the  consideration offered that is other
     than cash.

                                      Adopted  by  the Board of Directors
                                      on  October 30, 1995 and approved by 
                                      the shareholders on January 12, 1996.