Exhibit 10.1

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             BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                        1993 STOCK INCENTIVE PLAN




     1.   Purpose.

          The purpose of this Plan is to assist Burlington Coat
Factory Warehouse Corporation, a Delaware corporation (the
"Company"), in achieving and maintaining its corporate objectives
of growth and successful operations by providing incentive to its
key officers and other selected employees, and thereby
encouraging them to devote their abilities and industry to the
success of the Company's business enterprise.  It is intended
that this purpose be achieved by extending to key officers and
other selected employees of the Company and its Subsidiaries a
proprietary interest in the growth and performance of the Company
and its Subsidiaries and added long-term incentive for high
levels of performance through the grant of awards under the Plan.

     2.   Definitions.

          For purposes of the Plan:

          2.1  "Adjusted Fair Market Value" means, in the event
of a Change in Control, the greater of (i) the highest price per
Share paid to holders of the Shares in any transaction (or series
of transactions) constituting or resulting in a Change in Control
or (ii) the highest Fair Market Value of a Share during the
ninety (90) day period ending on the date of a Change in Control.

          2.2  "Agreement" means the written agreement between
the Company and an Optionee or Grantee evidencing the grant of an
Option or Award and setting forth the terms and conditions
thereof.

          2.3  "Award" means a grant of any form of Option,
Restricted Stock, Stock Appreciation Right, Performance Award or
any or all of them, whether granted singly, in combination or in
tandem pursuant to any applicable terms, conditions and
limitations as the Committee may establish in order to fulfill
the objectives of the Plan.

          2.4  "Board" means the Board of Directors of the
Company.
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          2.5  "Cause" means the commission of an act of fraud or
intentional misrepresentation or an act of embezzlement,
misappropriation or conversion of assets or opportunities of the
Company or any Subsidiary.

          2.6  "Change in Capitalization" means any increase or
reduction in the number of Shares, or any change (including, but
not limited to, a change in value) in the Shares or exchange of
Shares for a different number or kind of shares or other
securities of the Company, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, spin-
off, split-up, issuance of warrants or rights or debentures,
stock dividend, stock split or reverse stock split, cash
dividend, property dividend, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise.

          2.7  A "Change in Control" shall mean the occurrence
during the term of the Plan of:

          (a)  An acquisition (other than directly from the
     Company) of any voting securities of the Company (the
     "Voting Securities") by any 'Person' (as the term person is
     used for purposes of Section 13(d) or 14(d) of the Exchange
     Act), other than the Founders or any of their affiliates
     (individually or in the aggregate), immediately after which
     such Person has 'Beneficial Ownership' (within the meaning
     of Rule 13d-3 promulgated under the Exchange Act) of fifty-
     one percent (51%) or more of the combined voting power of
     the Company's then outstanding Voting Securities; provided,
     however, in determining whether a Change in Control has
     occurred, Voting Securities which are acquired in a 'Non-
     Control Acquisition' (as hereinafter defined) shall not
     constitute an acquisition which would cause a Change in
     Control.  A 'Non-Control Acquisition' shall mean an
     acquisition by (i) an employee benefit plan (or a trust
     forming a part thereof) maintained by (A) the Company or (B)
     any corporation or other Person of which a majority of its
     voting power or its voting equity securities or equity
     interest is owned, directly or indirectly, by the Company
     (for purposes of this definition, a 'Subsidiary'), (ii) the
     Company or its Subsidiaries, or (iii) any Person in
     connection with a 'Non-Control Transaction' (as hereinafter
     defined);


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          (b)  The individuals who, as of August 1, 1993, are
     members of the Board (the "Incumbent Board"), cease for any
     reason to constitute at least two-thirds of the members of
     the Board; provided, however, that if the election, or
     nomination for election by the Company's common
     stockholders, of any new director was approved by a vote of
     at least two-thirds of the Incumbent Board, such new
     director shall, for purposes of this Plan, be considered as
     a member of the Incumbent Board; provided further, however,
     that no individual shall be considered a member of the
     Incumbent Board if such individual initially assumed office
     as a result of either an actual or threatened 'Election
     Contest' (as described in Rule 14a-11 promulgated under the
     Exchange Act) or other actual or threatened solicitation of
     proxies or consents by or on behalf of a Person other than
     the Board (a "Proxy Contest") including by reason of any
     agreement intended to avoid or settle any Election Contest
     or Proxy Contest; or

          (c)  Approval by stockholders of the Company of:

               (i)  A merger, consolidation or reorganization
          involving the Company, unless

                    (A)  the stockholders of the Company,
               immediately before such merger, consolidation or
               reorganization, own, directly or indirectly
               immediately following such merger, consolidation
               or reorganization, at least sixty percent (60%) of
               the combined voting power of the outstanding
               voting securities of the corporation resulting
               from such merger or consolidation or
               reorganization (the "Surviving Corporation") in
               substantially the same proportion as their
               ownership of the Voting Securities immediately
               before such merger, consolidation or
               reorganization,

                    (B)  the individuals who were members of the
               Incumbent Board immediately prior to the execution
               of the agreement providing for such merger,
               consolidation or reorganization constitute at
               least two-thirds of the members of the board of
               directors of the Surviving Corporation,

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                     (C)  no Person other than the Company, any
               Subsidiary, any employee benefit plan (or any
               trust forming a part thereof) maintained by the
               Company, the Surviving Corporation, or any
               Subsidiary, or any Person who, immediately prior
               to such merger, consolidation or reorganization
               had Beneficial Ownership of fifty-one percent
               (51%) or more of the then outstanding Voting
               Securities has Beneficial Ownership of fifty-one
               percent (51%) or more of the combined voting power
               of the Surviving Corporation's then outstanding
               voting securities, and

                    (D)  a transaction described in clauses (A)
               through (C) shall herein be referred to as a 'Non-
               Control Transaction';

              (ii)  A complete liquidation or dissolution of the
          Company; or 

             (iii)  An agreement for the sale or other
          disposition of all or substantially all of the assets
          of the Company to any Person (other than a transfer to
          a Subsidiary).

          Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any Person (the
"Subject Person") acquired Beneficial Ownership of more than the
permitted amount of the outstanding Voting Securities as a result
of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases
the proportional number of shares Beneficially Owned by the
Subject Persons, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Company, and after such
share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities which
increases the percentage of the then outstanding Voting
Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.

          2.8  "Code" means the Internal Revenue Code of 1986, as
amended.

          2.9  "Committee" means a committee consisting of at
least two (2) Disinterested Directors appointed by the Board to
administer the Plan and to perform the functions set forth
herein.

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          2.10  "Company" means Burlington Coat Factory Warehouse
Corporation, a Delaware corporation.

          2.11  "Disability" means a physical or mental infirmity
which impairs the Optionee's ability to perform substantially his
or her duties for a period of one hundred eighty (180)
consecutive days.

          2.12  "Disinterested Director" means a director of the
Company who is "disinterested" within the meaning of Rule 16b-3
under the Exchange Act.

          2.13  "Division" means any of the operating units or
divisions of the Company designated as a Division by the
Committee.

          2.14  "Eligible Individual" means any officer or
employee of the Company or a Subsidiary designated by the
Committee as eligible to receive Options or Awards subject to the
conditions set forth herein.

          2.15  "Employee Option" means an Option granted
pursuant to Section 5.

          2.16  "Exchange Act" means the Securities Exchange Act
of 1934, as amended.

          2.17  "Fair Market Value" on any date means the average
of the high and low sales prices of the Shares on such date on
the principal national securities exchange on which such Shares
are listed or admitted to trading, or if such Shares are not so
listed or admitted to trading, the arithmetic mean of the per
Share closing bid price and per Share closing asked price on such
date as quoted on the National Association of Securities Dealers
Automated Quotation System or such other market in which such
prices are regularly quoted, or, if there have been no published
bid or asked quotations with respect to Shares on such date, the
Fair Market Value shall be the value established by the Board in
good faith and, in the case of an Incentive Stock Option, in
accordance with Section 422 of the Code.

          2.18  "Founders" means Monroe G. Milstein, Henrietta M.
Milstein, Lazer Milstein, Andrew R. Milstein and Stephen E.
Milstein.

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          2.19  "Grantee" means a person to whom an Award has
been granted under the Plan.

          2.20  "Incentive Stock Option" means an Option
satisfying the requirements of Section 422 of the Code and
designated by the Committee as an Incentive Stock Option.

          2.21  "Nonqualified Stock Option" means an Option which
is not an Incentive Stock Option.

          2.22  "Option" means an Employee Option.

          2.23  "Optionee" means a person to whom an Option has
been granted under the Plan.

          2.24  "Parent" means any corporation which is a parent
corporation (within the meaning of Section 424(e) of the Code)
with respect to the Company.

          2.25  "Performance Awards" means Performance Units,
Performance Shares or either or both of them.

          2.26  "Performance Cycle" means the time period
specified by the Committee at the time a Performance Award is
granted during which the performance of the Company, a Subsidiary
or a Division will be measured.

          2.27  "Performance Shares" means Shares issued or
transferred to an Eligible Individual under Section 9.3.

          2.28  "Performance Unit" means Performance Units
granted to an Eligible Individual under Section 9.2.

          2.29  "Restricted Stock" means Shares issued or
transferred to an Eligible Individual pursuant to Section 8.

          2.30  "Plan" means the Burlington Coat Factory
Warehouse Corporation 1993 Stock Incentive Plan.

          2.31  "Shares" means the common stock, par value $1.00
per share, of the Company.

          2.32  "Stock Appreciation Right" means a right to
receive all or some portion of the increase in the value of the
Shares as provided in Section 7 hereof.

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          2.33  "Subsidiary" means any corporation which is a
subsidiary corporation (within the meaning of Section 424(f) of
the Code) with respect to the Company.

          2.34  "Successor Corporation" means a corporation, or a
parent or subsidiary thereof within the meaning of Section 424(a)
of the Code, which issues or assumes a stock option in a
transaction to which Section 424(a) of the Code applies.

          2.35  "Ten-Percent Stockholder" means an Eligible
Individual, who, at the time an Incentive Stock Option is to be
granted to him or her, owns (within the meaning of Section
422(b)(6) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock
of the Company, or of a Parent or a Subsidiary.

     3.   Administration.

          3.1  The Plan shall be administered by the Committee
which shall hold meetings at such times as may be necessary for
the proper administration of the Plan.  The Committee shall keep
minutes of its meetings.  A quorum shall consist of not less than
two members of the Committee and a majority of a quorum may
authorize any action.  Any decision or determination reduced to
writing and signed by a majority of all of the members shall be
as fully effective as if made by a majority vote at a meeting
duly called and held.  Each member of the Committee shall be a
Disinterested Director.  No member of the Committee shall be
liable for any action, failure to act, determination or
interpretation made in good faith with respect to this Plan or
any transaction hereunder, except for liability arising from his
or her own willful misfeasance, gross negligence or reckless
disregard of his or her duties.  The Company hereby agrees to
indemnify each member of the Committee for all costs and expenses
and, to the extent permitted by applicable law, any liability
incurred in connection with defending against, responding to,
negotiation for the settlement of or otherwise dealing with any
claim, cause of action or dispute of any kind arising in
connection with any actions in administering this Plan or in
authorizing or denying authorization to any transaction
hereunder.

          3.2  Subject to the express terms and conditions set
forth herein, the Committee shall have the power from time to
time to:


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          (a)  determine those individuals to whom Employee
     Options shall be granted under the Plan and the number of
     Incentive Stock Options and/or Nonqualified Stock Options to
     be granted to each Eligible Individual and to prescribe the
     terms and conditions (which need not be identical) of each
     Employee Option, including the purchase price per Share
     subject to each Option, and make any amendment or
     modification to any Agreement consistent with the terms of
     the Plan; and

          (b)  select those Eligible Individuals to whom Awards
     shall be granted under the Plan and to determine the number
     of Stock Appreciation Rights, Performance Units, Performance
     Shares, and/or Shares of Restricted Stock to be granted
     pursuant to each Award, the terms and conditions of each
     Award, including the restrictions or performance criteria
     relating to such Units or Shares, the maximum value of each
     Performance Unit and Performance Share and make any
     amendment or modification to any Agreement consistent with
     the terms of the Plan.

          3.3  Subject to the express terms and conditions set
forth herein, the Committee shall have the power from time to
time:
          (a)  to construe and interpret the Plan and the Options
     and Awards granted hereunder and to establish, amend and
     revoke rules and regulations for the administration of the
     Plan, including, but not limited to, correcting any defect
     or supplying any omission, or reconciling any inconsistency
     in the Plan or in any Agreement, in the manner and to the
     extent it shall deem necessary or advisable so that the Plan
     complies with applicable law including Rule 16b-3 under the
     Exchange Act and the Code to the extent applicable, and
     otherwise to make the Plan fully effective.  All decisions
     and determinations by the Committee in the exercise of this
     power shall be final, binding and conclusive upon the
     Company, its Subsidiaries, the Optionees and Grantees and
     all other persons having any interest therein;

          (b)  to determine the duration and purposes for leaves
     of absence which may be granted to an Optionee or Grantee on an 
     individual basis without constituting a termination of
     employment or service for purposes of the Plan;

          (c)  to exercise its discretion with respect to the
     powers and rights granted to it as set forth in the Plan;
     and 


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          (d)  generally, to exercise such powers and to perform
     such acts as are deemed necessary or advisable to promote
     the best interests of the Company with respect to the Plan.

          3.4  Board Reservation and Delegation.  The Board may,
in its discretion, reserve to itself or delegate to another
committee of the Board any or all of the authority and
responsibility of the Committee with respect to Options and
Awards granted hereunder to Eligible Individuals who are not
subject to Section 16 of the Exchange Act at the time any such
delegated authority or responsibility is exercised.  Such other
committee may consist of one or more directors who may, but need
not be, officers or employees of the Company or of any of its
Subsidiaries.  To the extent that the Board has reserved to
itself or delegated the authority and responsibility of the
Committee to such other committee, all references to the
Committee in the Plan shall be to the Board or to such other
committee.

     4.   Stock Subject to the Plan.

          4.1  The maximum number of Shares that may be issued
pursuant to Options and Awards granted under the Plan is 450,000.
Upon a Change in Capitalization the maximum number of Shares
shall be adjusted in number and kind pursuant to Section 11.  The
Company shall reserve for the purposes of the Plan, out of its
authorized but unissued Shares or out of Shares held in the
Company's treasury, or partly out of each, such number of Shares
as shall be determined by the Board.

          4.2  Upon the granting of an Option or an Award, the
number of Shares available under Section 4.1 for the granting of
further Options and Awards shall be reduced as follows:

          (a)  In connection with the granting of an Option or an
     Award (other than the granting of a Performance Unit
     denominated in dollars), the number of Shares shall be
     reduced by the number of Shares in respect of which the
     Option or Award is granted or denominated.

          (b)  In connection with the granting of a Performance
     Unit denominated in dollars, the number of Shares shall be
     reduced by an amount equal to the quotient of (i) the dollar
     amount in which the Performance Unit is denominated, divided

                        
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     by (ii) the Fair Market Value of a Share on the date the
     Performance Unit is granted; provided, however, that no
     reduction of the number of Shares shall be made if the terms
     and conditions of the Performance Unit determined by the
     Committee are such that no reduction of Shares shall be
     required pursuant to Rule 16b-3 under the Exchange Act.

          4.3  Whenever any outstanding Option or Award or
portion thereof expires, is canceled or is otherwise terminated
for any reason without having been exercised or payment having
been made in respect of the entire Option or Award, the Shares
allocable to the expired, canceled or otherwise terminated
portion of the Option or Award may again be the subject of
Options or Awards granted hereunder.  In addition, Shares
delivered to the Company or withheld by the Company upon the
exercise of an Option or Award may again be subject to Options
and Awards granted hereunder but only for Options or Awards
granted to Eligible Individuals who are not subject to the
provisions of Section 16 of the Exchange Act; provided, that the
actual number of Shares issued pursuant to Options and Awards
granted under this Plan shall not exceed the maximum number of
Shares provided in Section 4.1 above.

          4.4  Notwithstanding anything contained in this Section
4, the number of Shares available for Options and Awards at any
time under the Plan shall be reduced to such lesser amount as may
be required pursuant to the methods of calculation necessary so
that the exemptions provided pursuant to Rule 16b-3 under the
Exchange Act will continue to be available for transactions
involving all current and future Options and Awards.  In
addition, during the period that any Options and Awards remain
outstanding under the Plan, the Committee may make good faith
adjustments with respect to the number of Shares attributable to
such Options and Awards for purposes of calculating the maximum
number of Shares available for the granting of future Options and
Awards under the Plan, provided that following such adjustments
the exemptions provided pursuant to Rule 16b-3 under the Exchange
Act will continue to be available for transactions involving all
current and future Options and Awards.

     5.   Option Grants for Eligible Individuals.

          5.1  Authority of Committee.  Subject to the provisions
of the Plan and to Section 4.1 above, the Committee shall have
full and final authority to select those Eligible Individuals who
will receive Employee Options, the terms and conditions of which


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shall be set forth in an Agreement; provided, however, that no
person shall receive any Incentive Stock Options unless he or she
is an employee of the Company, a Parent or a Subsidiary at the
time the Incentive Stock Option is granted.

          5.2  Purchase Price.  The purchase price or the manner
in which the purchase price is to be determined for Shares under
each Employee Option shall be determined by the Committee and set
forth in the Agreement; provided, however, that the purchase
price per Share under each Employee Option shall not be less than
100% of the Fair Market value of a Share on the date the Employee
Option is granted (110% in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder).

          5.3  Maximum Duration.  Employee Options granted
hereunder shall be for such term as the Committee shall
determine, provided that an Incentive Stock Option shall not be
exercisable after the expiration of ten (10) years from the date
it is granted (five (5) years in the case of an Incentive Stock
Option granted to a Ten-Percent Stockholder) and a Nonqualified
Stock Option shall not be exercisable after the expiration of ten
(10) years from the date it is granted.  The Committee may,
subsequent to the granting of any Employee Option, extend the
term thereof but in no event shall the term as so extended exceed
the maximum term provided for in the preceding sentence.

          5.4  Vesting.  Subject to Section 6.4 hereof, each
Employee Option shall become exercisable in such installments
(which need not be equal) and at such times as may be designated
by the Committee and set forth in the Agreement; provided,
however, that an Option granted to a person subject to Section 16
of the Exchange Act shall not be exercisable at any time less
than six (6) months after the date of granting and an Incentive
Stock Option shall not be exercisable at any time less than one
(1) year after the date of granting.  To the extent not
exercised, installments shall accumulate and be exercisable, in
whole or in part, at any time after becoming exercisable, but not
later than the date the Employee Option expires.  The Committee
may accelerate the exercisability of any Option or portion
thereof at any time.

          5.5  Modification or Substitution.  The Committee may,
in its discretion, modify outstanding Employee Options or accept
the surrender of outstanding Employee Options (to the extent not
exercised) and grant new Employee Options in substitution for
them; provided, however, that, no modification or substitution


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may reduce or have the effect of reducing the per share purchase
price of any outstanding Employee Option.  Notwithstanding the
foregoing, no modification of an Employee Option shall adversely
alter or impair any rights or obligations under the Employee
Option without the Optionee's consent.

     6.   Terms and Conditions Applicable to All Options.

          6.1  Non-transferability.  No Option granted hereunder
shall be transferable by the Optionee to whom granted otherwise
than by will or the laws of descent and distribution, and an
Option may be exercised during the lifetime of such Optionee only
by the Optionee or his or her guardian or legal representative. 
The terms of such Option shall be final, binding and conclusive
upon the beneficiaries, executors, administrators, heirs and
successors of the Optionee.

          6.2  Method of Exercise.  The exercise of an Option
shall be made only by a written notice delivered in person or by
mail to the Committee or such person designated by the Committee
from time to time at the Company's principal executive office,
specifying the number of Shares to be purchased and accompanied
by payment therefor and otherwise in accordance with the
Agreement pursuant to which the Option was granted.  The purchase
price for any Shares purchased pursuant to the exercise of an
Option shall be paid in full upon such exercise by any one or a
combination of the following:  (i) cash, (ii) tendering Shares to
the Company upon such terms and conditions as determined by the
Committee, (iii) if permitted by the Committee, tendering or
surrendering another Option or Award, including Restricted Stock,
valued at Fair Market Value on the date of exercise less any
payment due to the Company upon exercise thereof, or (iv) if
permitted by the Committee, any combination of the foregoing. 
Notwithstanding the foregoing, the Committee shall have
discretion to determine at the time of grant of each Employee
Option or at any later date (up to and including the date of
exercise) the form of payment acceptable in respect of the
exercise of such Employee Option.  The Committee may provide
loans from the Company to permit the exercise or purchase of an
Option and may provide for procedures to permit the exercise of
an Option by use of proceeds to be received from the sale of
shares issuable pursuant to an Option.  Unless otherwise provided
in the applicable Agreement, in the event shares of Restricted
Stock are tendered as consideration for the exercise of an
Option, a number of shares issued upon exercise of the Option,
equal to the number of shares of Restricted Stock used as



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consideration therefor, shall be subject to the same restrictions
as the Restricted Stock so submitted as well as any other
additional restrictions that may be imposed by the Committee. 
The written notice pursuant to this Section 6.2 may also provide
instructions from the Optionee to the Company that upon receipt
of the purchase price in cash from the Optionee's broker or
dealer, designated as such on the written notice, in payment for
any Shares purchased pursuant to the exercise of an Option, the
Company shall issue such Shares directly to the designated broker
or dealer.  Any Shares transferred to the Company as payment of
the purchase price under an Option shall be valued at their Fair
Market Value on the day preceding the date of exercise of such
Option.  If requested by the Committee, the Optionee shall
deliver the Agreement evidencing the Option to the Secretary of
the Company who shall endorse thereon a notation of such exercise
and return such Agreement to the Optionee.  No fractional Shares
(or cash in lieu thereof) shall be issued upon exercise of an
Option and the number of Shares that may be purchased upon
exercise shall be rounded to the nearest number of whole Shares.

          6.3  Rights of Optionees.  No Optionee shall be deemed
for any purpose to be the owner of any Shares subject to any
Option unless and until (i) the Option shall have been exercised
pursuant to the terms thereof, (ii) the Company shall have issued
and delivered the Shares to the Optionee and (iii) the Optionee's
name shall have been entered as a stockholder of record on the
books of the Company.  Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such
Shares.

          6.4  Effect of Change in Control.  Notwithstanding
anything contained in the Plan or an Agreement to the contrary,
in the event of a Change in Control, all Options outstanding on
the date of such Change in Control, shall become immediately and
fully exercisable.  In addition, to the extent set forth in an
Agreement evidencing the grant of an Option, an Optionee will be
permitted to surrender for cancellation within sixty (60) days
after such Change in Control, any Option or portion of an Option
to the extent not yet exercised and the Optionee will be entitled
to receive a cash payment in an amount equal to the excess, if
any, of (x) (A) in the case of a Nonqualified Stock Option, the
greater of (1) the Fair Market Value, on the date preceding the
date of surrender, of the Shares subject to the Option or portion
thereof surrendered or (2) the Adjusted Fair Market Value of the


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Shares subject to the Option or portion thereof surrendered or
(B) in the case of an Incentive Stock Option, the Fair Market
Value, on the date preceding the date of surrender, of the Shares
subject to the Option or portion thereof surrendered, over (y)
the aggregate purchase price for such Shares under the Option or
portion thereof surrendered; provided, however, that in the case
of an Option granted within six (6) months prior to the Change in
Control to any Optionee who may be subject to liability under
Section 16(b) of the Exchange Act, such Optionee shall be
entitled to surrender for cancellation his or her Option during
the sixty (60) day period commencing upon the expiration of six
(6) months from the date of grant of any such Option.

     7.   Stock Appreciation Rights.  The Committee may, in its
discretion, either alone or in connection with the grant of an
Employee Option, grant Stock Appreciation Rights in accordance
with the Plan and the terms and conditions of which shall be set
forth in an Agreement.  If granted in connection with an Employee
Option, a Stock Appreciation Right shall cover the Shares covered
by the Employee Option (or such lesser number of Shares as the
Committee may determine) and shall, except as provided in this
Section 7, be subject to the same terms and conditions as the
related Employee Option.

          7.1  Time of Grant.  A Stock Appreciation Right may be
granted (i) at any time if unrelated to an Option, or (ii) if
related to an Employee Option, either at the time of grant, or at
any time thereafter during the term of the Option.

          7.2  Stock Appreciation Right Related to an Employee
               Option.

          (a)  Exercise.  Subject to Section 7.6, a Stock
     Appreciation Right granted in connection with an Employee
     Option shall be exercisable at such time or times and only
     to the extent that the related Employee Option is
     exercisable, and will not be transferable except to the
     extent the related Employee Option may be transferable.  A
     Stock Appreciation Right granted in connection with an
     Incentive Stock Option shall be exercisable only if the Fair
     Market Value of a Share on the date of exercise exceeds the
     purchase price specified in the related Incentive Stock
     Option Agreement.

          (b)  Amount Payable.  Upon the exercise of a Stock
     Appreciation Right related to an Employee Option, the
     Grantee shall be entitled to receive an amount determined by
     multiplying (A) the excess of the Fair Market Value of a


                                 14

                                                        Page 127 of 181 <PAGE>

     Share on the date preceding the date of exercise of such
     Stock Appreciation Right over the per Share purchase price
     under the related Employee Option, by (B) the number of
     Shares as to which such Stock Appreciation Right is being
     exercised.  Notwithstanding the foregoing, the Committee may
     limit in any manner the amount payable with respect to any
     Stock Appreciation Right by including such a limit in the
     Agreement evidencing the Stock Appreciation Right at the
     time it is granted.

          (c)  Treatment of Related Options and Stock
     Appreciation Rights Upon Exercise.  Upon the exercise of a
     Stock Appreciation Right granted in connection with an
     Employee Option, the Employee Option shall be canceled to
     the extent of the number of Shares as to which the Stock
     Appreciation Right is exercised, and upon the exercise of an
     Employee Option granted in connection with a Stock
     Appreciation Right or the surrender of such Employee Option
     pursuant to Section 6.4, the Stock Appreciation Right shall
     be canceled to the extent of the number of Shares as to
     which the Employee Option is exercised or surrendered.

          7.3  Stock Appreciation Right Unrelated to an Option. 
The Committee may grant to Eligible Individuals Stock
Appreciation Rights unrelated to Options.  Stock Appreciation
Rights unrelated to Options shall contain such terms and
conditions as to exercisability (subject to Section 7.6), vesting
and duration as the Committee shall determine, but in no event
shall they have a term of greater than ten (10) years.  Upon
exercise of a Stock Appreciation Right unrelated to an Option,
the Grantee shall be entitled to receive an amount determined by
multiplying (A) the excess of the Fair Market Value of a Share on
the date preceding the date of exercise of such Stock
Appreciation Right over the Fair Market Value of a Share on the
date the Stock Appreciation Right was granted, by (B) the number
of Shares as to which the Stock Appreciation Right is being
exercised.  Notwithstanding the foregoing, the Committee may
limit in any manner the amount payable with respect to any Stock
Appreciation Right by including such a limit in the Agreement
evidencing the Stock Appreciation Right at the time it is
granted.

          7.4  Method of Exercise.  Stock Appreciation Rights
shall be exercised by a Grantee only by a written notice
delivered in person or by mail to the Committee or such person


                                 15

                                                         Page 128 of 181  <PAGE>

designated by the Committee from time to time at the Company's
principal executive office, specifying the number of Shares with
respect to which the Stock Appreciation Right is being exercised. 
If requested by the Committee, the Grantee shall deliver the
Agreement evidencing the Stock Appreciation Right being exercised
and the Agreement evidencing any related Employee Option to the
Secretary of the Company who shall endorse thereon a notation of
such exercise and return such Agreement to the Grantee.

          7.5  Form of Payment.  Payment of the amount determined
under Sections 7.2(b) or 7.3 may be made in the discretion of the
Committee, solely in whole Shares in a number determined at their
Fair Market Value on the date preceding the date of exercise of
the Stock Appreciation Right, or solely in cash, or in a
combination of cash and Shares.  If the Committee decides to make
full payment in Shares and the amount payable results in a
fractional Share, payment for the fractional Share will be made
in cash.  Notwithstanding the foregoing, no payment in the form
of cash may be made upon the exercise of a Stock Appreciation
Right pursuant to Sections 7.2(b) or 7.3 to an officer of the
Company or a Subsidiary who is subject to liability under Section
16(b) of the Exchange Act, unless the exercise of such Stock
Appreciation Right is made either (i) during the period beginning
on the third business day and ending on the twelfth business day
following the date of release for publication of the Company's
quarterly or annual statements of earnings or (ii) pursuant to an
irrevocable election to receive cash made at least six months
prior to the exercise of such Stock Appreciation Right.

          7.6  Restrictions.  No Stock Appreciation Right may be
exercised before the date six (6) months after the date it is
granted.

          7.7  Modification or Substitution.  Subject to the
terms of the Plan, the Committee may modify outstanding Awards of
Stock Appreciation Rights or accept the surrender of outstanding
Awards of Stock Appreciation Rights (to the extent not exercised)
and grant new Awards in substitution for them.  Notwithstanding
the foregoing, no modification of an Award shall adversely alter
or impair any rights or obligations under the Agreement without
the Grantee's consent.

          7.8  Effect of Change in Control.  Notwithstanding
anything contained in this Plan to the contrary, in the event of
a Change in Control, all Stock Appreciation Rights shall, subject
to Section 7.6, become immediately and fully exercisable. 


                              16
                                                        Page 129 of 181  <PAGE>

 
Notwithstanding Sections 7.3 and 7.5, to the extent set forth in
an Agreement evidencing the grant of a Stock Appreciation Right
unrelated to an Option, upon the exercise of such a Stock
Appreciation Right or any portion thereof during the sixty (60)
day period following a Change in Control, the amount payable
shall be in cash and shall be an amount equal to the excess, if
any, of (A) the greater of (x) the Fair Market Value, on the date
preceding the date of exercise, of the Shares subject to Stock
Appreciation Right or portion thereof exercised and (y) the
Adjusted Fair Market Value, on the date preceding the date of
exercise, of the Shares over (B) the aggregate Fair Market Value,
on the date the Stock Appreciation Right was granted, of the
Shares subject to the Stock Appreciation Right or portion thereof
exercised; provided, however, that in the case of a Stock
Appreciation Right granted within six (6) months prior to the
Change in Control to any Grantee who may be subject to liability
under Section 16(b) of the Exchange Act, such Grantee shall be
entitled to exercise his Stock Appreciation Right during the
sixty (60) day period commencing upon the expiration of six (6)
months after the date of grant of any such Stock Appreciation
Right.

     8.   Restricted Stock.

          8.1  Grant.  The Committee may grant to Eligible
Individuals Awards of Restricted Stock, and may issue Shares or
Restricted Stock in payment in respect of vested Performance
Units (as hereinafter provided in Section 9.2), which shall be
evidenced by an Agreement between the Company and the Grantee. 
Each Agreement shall contain such restrictions, terms and
conditions as the Committee may, in its discretion, determine and
(without limiting the generality of the foregoing) such
Agreements may require that an appropriate legend be placed on
Share certificates.  Awards of Restricted Stock shall be subject
to the terms and provisions set forth below in this Section 8.

          8.2  Rights of Grantee.  Shares of Restricted Stock
granted pursuant to an Award hereunder shall be issued in the
name of the Grantee as soon as reasonably practicable after the
Award is granted provided that the Grantee has executed an
Agreement evidencing the Award, the appropriate blank stock
powers and, in the discretion of the Committee, an escrow
agreement and any other documents which the Committee may require
as a condition to the issuance of such Shares.  If a Grantee
shall fail to execute the Agreement evidencing a Restricted Stock
Award, the appropriate blank stock powers and, in the discretion

  
                             17

                                                         Page 130 of 181  <PAGE>

of the Committee, an escrow agreement and any other documents
which the Committee may require within the time period prescribed
by the Committee at the time the Award is granted, the Award
shall be null and void.  At the discretion of the Committee,
Shares issued in connection with a Restricted Stock Award shall
be deposited together with the stock powers with an escrow agent
(which may be the Company) designated by the Committee.  Unless
the Committee determines otherwise and as set forth in the
Agreement, upon delivery of the Shares to the escrow agent, the
Grantee shall have all of the rights of a stockholder with
respect to such Shares, including the right to vote the Shares
and to receive all dividends or other distributions paid or made
with respect to the Shares.

          8.3  Non-transferability.  Until any restrictions upon
the Shares of Restricted Stock awarded to a Grantee shall have
lapsed in the manner set forth in Section 8.4, such Shares shall
not be sold, transferred or otherwise disposed of and shall not
be pledged or otherwise hypothecated, nor shall they be delivered
to the Grantee.

          8.4  Lapse of Restrictions.

          (a)  Generally.  Restrictions upon Shares of Restricted
     Stock awarded hereunder shall lapse at such time or times
     and on such terms and conditions as the Committee may
     determine, which restrictions shall be set forth in the
     Agreement evidencing the Award.

          (b)  Effect of Change in Control.  The Committee shall
     determine at the time of the grant of an Award of Restricted
     Stock the extent to which, if any, the restrictions upon
     Shares of Restricted Stock shall lapse upon a Change in
     Control.  The Agreement evidencing the Award shall set forth
     such provisions.

          8.5  Modification or Substitution.  Subject to the
terms of the Plan, the Committee may modify outstanding Awards of
Restricted Stock or accept the surrender of outstanding Shares of
Restricted Stock (to the extent the restrictions on such Shares
have not yet lapsed) and grant new Awards in substitution for
them.  Notwithstanding the foregoing, no modification of an Award
shall adversely alter or impair any rights or obligations under
the Agreement without the Grantee's consent.

          8.6  Treatment of Dividends.  At the time the Award of

                                18
                                                         Page 131 of 181  <PAGE>

Shares of Restricted Stock is granted, the Committee may, in its
discretion, determine that the payment to the Grantee of
dividends, or a specified portion thereof, declared or paid on
such Shares by the Company shall be (i) deferred until the
lapsing of the restrictions imposed upon such Shares and (ii)
held by the Company for the account of the Grantee until such
time.  In the event that dividends are to be deferred, the
Committee shall determine whether such dividends are to be
reinvested in shares of Stock (which shall be held as additional
Shares of Restricted Stock) or held in cash.  If deferred
dividends are to be held in cash, there may be credited at the
end of each year (or portion thereof) interest on the amount of
the account at the beginning of the year at a rate per annum as
the Committee, in its discretion, may determine.  Payment of
deferred dividends in respect of Shares of Restricted Stock
(whether held in cash or as additional Shares of Restricted
Stock), together with interest accrued thereon, if any, shall be
made upon the lapsing of restrictions imposed on the Shares in
respect of which the deferred dividends were paid, and any
dividends deferred (together with any interest accrued thereon)
in respect of any Shares of Restricted Stock shall be forfeited
upon the forfeiture of such Shares.

          8.7  Delivery of Shares.  Upon the lapse of the
restrictions on Shares of Restricted Stock, the Committee shall
cause a stock certificate to be delivered to the Grantee with
respect to such Shares, free of all restrictions hereunder.

     9.  Performance Award.

          9.1  Performance Objectives.  Performance objectives
for Performance Awards may be expressed in terms of (i) earnings
per Share, (ii) pre-tax profits, (iii) net earnings or net worth,
(iv) return on equity or assets, (v) any combination of the
foregoing, or (vi) any other standard or standards deemed
appropriate by the Committee at the time the Award is granted. 
Performance objectives may be in respect of the performance of
the Company and its Subsidiaries (which may be on a consolidated
basis), a Subsidiary or a Division.  Performance objectives may
be absolute or relative and may be expressed in terms of a
progression within a specified range.  Prior to the end of a
Performance Cycle, the Committee, in its discretion, may adjust
the performance objectives to reflect a Change in the
Capitalization, a change in the tax rate or book tax rate of the
Company or any Subsidiary, or any other event which may
materially affect the performance of the Company, a Subsidiary or


                                19

                                                         Page 132 of 181 <PAGE>

a Division, including, but not limited to, market conditions or a
significant acquisition or disposition of assets or other
property by the Company, a Subsidiary or a Division.

          9.2  Performance Units.  The Committee, in its
discretion, may grant Awards of Performance Units to Eligible
Individuals, the terms and conditions of which shall be set forth
in an Agreement between the Company and the Grantee.  Performance
Units may be denominated in Shares or a specified dollar amount
and, contingent upon the attainment of specified performance
objectives within the Performance Cycle, represent the right to
receive payment as provided in Section 9.2(b) of (i) in the case
of Share-denominated Performance Units, the Fair Market Value of
a Share on the date the Performance Unit was granted, the date
the Performance Unit became vested or any other date specified by
the Committee, (ii) in the case of dollar-denominated Performance
Units, the specified dollar amount or (iii) a percentage (which
may be more than 100%) of the amount described in clause (i) or
(ii) depending on the level of performance objective attainment;
provided, however, that the Committee may at the time a
Performance Unit is granted, specify a maximum amount payable in
respect of a vested Performance Unit.  Each Agreement shall
specify the number of the Performance Units to which it relates,
the performance objectives which must be satisfied in order for
the Performance Units to vest and the Performance Cycle within
which such objectives must be satisfied.

          (a)  Vesting and Forfeiture.  A Grantee shall become
     vested with respect to the Performance Units to the extent
     that the performance objectives set forth in the Agreement
     are satisfied for the Performance Cycle.

          (b)  Payment of Awards.  Payment to Grantees in respect
     of vested Performance Units shall be made within sixty (60)
     days after the last day of the Performance Cycle to which
     such Award relates unless the Agreement evidencing the Award
     provides for the deferral of payment, in which event the
     terms and conditions of the deferral shall be set forth in
     the Agreement.  Subject to Section 9.4, such payments may be
     made entirely in Shares valued at their Fair Market Value as
     of the last day of the applicable Performance Cycle or such
     other date specified by the Committee, entirely in cash, or
     in such combination of Shares and cash as the Committee in
     its discretion, shall determine at any time prior to such
     payment; provided, however, that if the Committee in its
     discretion determines to make such payment entirely or


                                 20

                                                         Page 133 of 181 <PAGE>

     partially in Shares of Restricted Stock, the Committee must
     determine the extent to which such payment will be in Shares
     of Restricted Stock and the terms of such Restricted Stock
     at the time the Award is granted.

          9.3  Performance Shares.  The Committee, in its
discretion, may grant Awards of Performance Shares to Eligible
Individuals, the terms and conditions of which shall be set forth
in an Agreement between the Company and the Grantee.  Each
Agreement may require that an appropriate legend be placed on
Share certificates.  Awards of Performance Shares shall be
subject to the following terms and provisions:

          (a)  Rights of Grantee.  The Committee shall provide at
     the time an Award of Performance Shares is made, the time or
     times at which the actual Shares represented by such Award
     shall be issued in the name of the Grantee; provided,
     however, that no Performance Shares shall be issued until
     the Grantee has executed and Agreement evidencing the Award,
     the appropriate blank stock powers and, in the discretion of
     the Committee, an escrow agreement and any other documents
     which the Committee may require as a condition to the
     issuance of such Performance Shares.  If a Grantee shall
     fail to execute the Agreement evidencing an Award of
     Performance Shares, the appropriate blank stock powers and,
     in the discretion of the Committee, an escrow agreement and
     any other documents which the Committee may require within
     the time period prescribed by the Committee at the time the
     Award is granted, the Award shall be null and void.  At the
     discretion of the Committee, Shares issued in connection
     with an Award of Performance Shares shall be deposited
     together with the stock powers with an escrow agent (which
     may be the Company) designated by the Committee.  Except as
     restricted by the terms of the Agreement, upon delivery of
     the Shares to the escrow agent, the Grantee shall have, in
     the discretion of the Committee, all of the rights of a
     stockholder with respect to such Shares, including the right
     to vote the Shares and to receive all dividends or other
     distributions paid or made with respect to the Shares.

          (b)  Non-transferability.  Until any restrictions upon
     the Performance Shares awarded to a Grantee shall have
     lapsed in the manner set forth in Sections 9.3(c) or 9.4,
     such Performance Shares shall not be sold, transferred or
     otherwise disposed of and shall not be pledged or otherwise
     hypothecated, nor shall they be delivered to the Grantee. 


                                 21

                                                         Page 134 of 181 <PAGE>


     The Committee may also impose such other restrictions and
     conditions on the Performance Shares, if any, as it deems
     appropriate.

          (c)  Lapse of Restrictions.  Subject to Section 9.4,
     restrictions upon Performance Shares awarded hereunder shall
     lapse and such Performance Shares shall become vested at
     such time or times and on such terms, conditions and
     satisfaction of performance objectives as the Committee may,
     in its discretion, determine at the time an Award is
     granted.

          (d)  Treatment of Dividends.  At the time the Award of
     Performance Shares is granted, the Committee may, in its
     discretion, determine that the payment to the Grantee of
     dividends, or a specified portion thereof, declared or paid
     on actual Shares represented by such Award which have been
     issued by the Company to the Grantee shall be (i) deferred
     until the lapsing of the restrictions imposed upon such
     Performance Shares and (ii) held by the Company for the
     account of the Grantee until such time.  In the event that
     dividends are to be deferred, the Committee shall determine
     whether such dividends are to be reinvested in shares of
     Stock (which shall be held as additional Performance Shares)
     or held in cash.  If deferred dividends are to be held in
     cash, there may be credited at the end of each year (or
     portion thereof) interest on the amount of the account at
     the beginning of the year at a rate per annum as the
     Committee, in its discretion, may determine.  Payment of
     deferred dividends in respect of Performance Shares (whether
     held in cash or in additional Performance Shares), together
     with interest accrued thereon, if any, shall be made upon
     the lapsing of restrictions imposed on the Performance
     Shares in respect of which the deferred dividends were paid,
     and any dividends deferred (together with any interest
     accrued thereon) in respect of any Performance Shares shall
     be forfeited upon the forfeiture of such Performance Shares.

          (e)  Delivery of Shares.  Upon the lapse of the
     restrictions on Performance Shares awarded hereunder, the
     Committee shall cause a stock certificate to be delivered to
     the Grantee with respect to such Shares, free of all
     restrictions hereunder.

          9.4  Effect of Change in Control.  Notwithstanding
anything contained in the Plan or any Agreement to the contrary,
in the event of a Change in Control:

                                  22

                                                         Page 135 of 181 <PAGE>



          (a)  With respect to the Performance Units, the Grantee
     shall (i) become vested in a percentage of Performance Units
     as determined by the Committee at the time of the Award of
     such Performance Units and as set forth in the Agreement and
     (ii) be entitled to receive in respect of all Performance
     Units which become vested as a result of a Change in
     Control, a cash payment within ten (10) days after such
     Change in Control in an amount as determined by the
     Committee at the time of the Award of such Performance Unit
     and as set forth in the Agreement.

          (b)  With respect to the Performance Shares,
     restrictions shall lapse immediately on all or a portion of
     the Performance Shares as determined by the Committee at the
     time of the Award of such Performance Shares and as set
     forth in the Agreement.

          (c)  The Agreements evidencing Performance Shares and
     Performance Units shall provide for the treatment of such
     Awards (or portions thereof) which do not become vested as
     the result of a Change in Control, including, but not
     limited to, provisions for the adjustment of applicable
     performance objectives.

          9.5  Non-transferability.  No Performance Awards shall
be transferable by the Grantee otherwise than by will or the laws
of descent and distribution.

          9.6  Modification or Substitution.  Subject to the
terms of the Plan, the Committee may modify outstanding
Performance Awards or accept the surrender of outstanding
Performance Awards and grant new Performance Awards in
substitution for them.  Notwithstanding the foregoing, no
modification of a Performance Award shall adversely alter or
impair any rights or obligations under the Agreement without the
Grantee's consent.

     10.  Effect of a Termination of Employment.

          The Agreement evidencing the grant of each Employee
Option and each Award shall set forth the terms and conditions
applicable to such Employee Option or Award upon a termination or
change in the status of the employment of the Optionee or Grantee
by the Company, a Subsidiary or a Division (including a


                                 23

                                                         Page 136 of 181  <PAGE>

termination or change by reason of the sale of a Subsidiary or a
Division), as the Committee may, in its discretion, determine at
the time the Employee Option or Award is granted or by amendment
of the Agreement thereafter.  In the event of such a termination,
the Committee may, in its discretion, provide for the extension
of the exercisability of an Option or Award, accelerate the
vesting thereof, eliminate or make less restrictive any
restrictions contained therein, or otherwise amend or modify the
Option or Award in any manner not adverse to the Eligible Person.

     11.  Adjustment Upon Changes in Capitalization.

          (a)  In the event of a Change in Capitalization, the
Committee shall conclusively determine the appropriate
adjustments, if any, to the (i) maximum number and class of
Shares or other stock or securities with respect to which Options
or Awards may be granted under the Plan, and (ii) the number and
class of Shares or other stock or securities which are subject to
outstanding Options or Awards granted under the Plan, and the
purchase price therefor, if applicable.

          (b)  Any such adjustment in the Shares or other stock
or securities subject to outstanding Incentive Stock Options
(including any adjustments in the purchase price) shall be made
in such manner as not to constitute a modification as defined by
Section 424(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.

          (c)  If, by reason of a Change in Capitalization, a
Grantee of an Award shall be entitled to, or an Optionee shall be
entitled to exercise an Option with respect to, new, additional
or different shares of stock or securities, such new additional
or different shares shall thereupon be subject to all of the
conditions, restrictions and performance criteria which were
applicable to the Shares subject to the Award or Option, as the
case may be, prior to such Change in Capitalization.

     12.  Effect of Certain Transactions.  

          Subject to Sections 6.4, 7.8, 8.4(b) and 9.4 or as
otherwise provided in an Agreement, in the event of (i) the
liquidation or dissolution of the Company or (ii) a merger or
consolidation of the Company (a "Transaction"), the Plan and the
Options and Awards issued hereunder shall continue in effect in
accordance with their respective terms and each Optionee and
Grantee shall be entitled to receive in respect of each Share


                                24
                                                         Page 137 of 181  <PAGE>

subject to any outstanding Options or Awards, as the case may be,
upon exercise of any Option or payment or transfer in respect of
any Award, the same number and kind of stock, securities, cash,
property, or other consideration that each holder of a Share was
entitled to receive in the Transaction in respect of a Share.

     13.  Termination and Amendment of the Plan.

          The Plan shall terminate on the day preceding the fifth
anniversary of the date of its adoption by the Board and no
Option or Award may be granted thereafter.  The Board may sooner
terminate the Plan and the Board may at any time and from time to
time amend, modify or suspend the Plan; provided, however, that:

          (a)  No such amendment, modification, suspension or
     termination shall impair or adversely alter any Options or
     Awards theretofore granted under the Plan, except with the
     consent of the Optionee or Grantee, nor shall any amendment,
     modification, suspension or termination deprive any Optionee
     or Grantee of any Shares which he or she may have acquired
     through or as a result of the Plan; and

          (b)  To the extent then necessary under Section 16(b)
     of the Exchange Act and the rules and regulations
     promulgated thereunder or other applicable law, no amendment
     shall be effective unless approved by the stockholders of
     the Company.

     14.  Non-Exclusivity of the Plan.

          The adoption of the Plan by the Board shall not be
construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on
the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in
specific cases.

     15.  Limitation of Liability.

          As illustrative of the limitations of liability of the
Company, but not intended to be exhaustive thereof, nothing in
the Plan shall be construed to:

          (i)  give any person any right to be granted an Option


                                25


                                                        Page 138 of 181 <PAGE>

     or Award other than at the sole discretion of the Committee;
 
         (ii)  give any person any right whatsoever with respect
     to Shares except as specifically provided in the Plan;

        (iii)  limit in any way the right of the Company to
     terminate the employment of any person at any time; or 

         (iv)  be evidence of any agreement or understanding,
     expressed or implied, that the Company will employ any
     person at any particular rate of compensation or for any
     particular period of time.

     16.  Regulations and Other Approvals; Governing Law.

          16.1  Except as to matters of federal law, this Plan
and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State
of Delaware without giving effect to conflicts of law principles.

          16.2  The obligation of the Company to sell or deliver
Shares with respect to Options and Awards granted under the Plan
shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and
the obtaining of all such approvals by governmental agencies as
may be deemed necessary or appropriate by the Committee.

          16.3  The Plan is intended to comply with Rule 16b-3
promulgated under the Exchange Act and the Committee shall
interpret and administer the provisions of the Plan or any
Agreement in a manner consistent therewith.  Any provisions
inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.

          16.4  The Board may make such changes as may be
necessary or appropriate to comply with the rules and regulations
of any government authority, or to obtain for Eligible
Individuals granted Incentive Stock Options the tax benefits
under the applicable provisions of the Code and regulations
promulgated thereunder.

          16.5  Each Option and Award is subject to the
requirement that, if at any time the Committee determines, in its
discretion, that the listing, registration or qualification of
Shares issuable pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the

                                26
                                                         Page 139 of 181  <PAGE>

consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with,
the grant of an Option or Award or the issuance of Shares, no
Options or Awards shall be granted or payment made or Shares
issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained
free of any conditions, except as acceptable to the Committee.

          16.6  Notwithstanding anything contained in the Plan or
any Agreement to the contrary, in the event that the disposition
of Shares acquired pursuant to the Plan is not covered by a then
current registration statement under the Securities Act of 1933,
as amended, and is not otherwise exempt from such registration,
such Shares shall be restricted against transfer to the extent
required by the Securities Act of 1933, as amended, and Rule 144
or other regulations thereunder.  The Committee may require any
individual receiving Shares pursuant to an Option or Award
granted under the Plan, as a condition precedent to receipt of
such Shares, to represent and warrant to the Company in writing
that the Shares acquired by such individual are acquired without
a view to any distribution thereof and will not be sold or
transferred other than pursuant to an effective registration
thereof under said Act or pursuant to an exemption applicable
under the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder.  The certificates evidencing
any of such Shares shall be appropriately amended to reflect
their status as restricted securities as aforesaid.

          17.  Restrictions.  No Shares or other form of payment
shall be issued with respect to any Option or Award unless the
Company shall be satisfied based on the advice of its counsel
that such issuance will be in compliance with applicable federal
and state securities laws.  It is the intent of the Company that
this Plan comply in all respects with Rule 16b-3, that any
ambiguities or inconsistencies in the construction of this Plan
be interpreted to give effect to such intention, and that if any
provision of this Plan is found not to be in compliance with Rule
16b-3, such provision shall be null and void to the extent
required to permit this Plan to comply with Rule 16b-3. 
Certificates evidencing Shares delivered under this Plan may be
subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any
securities exchange or transaction reporting system upon which
the Shares are then listed and any applicable federal and state
securities law.  The Committee may cause a legend or legends to


                                27
                                                         Page 140 of 181 <PAGE>

be placed upon any certificates representing the Shares to make
appropriate reference to such restrictions. 

          18.  Unfunded Plan.  Insofar as it provides for awards
of cash, Shares or rights thereto, this Plan shall be unfunded,
although bookkeeping accounts may be established with respect to
Eligible Individuals who are entitled to cash, Shares or rights
thereto under this Plan.  Any such accounts shall be used merely
as a bookkeeping convenience.  The Company shall not be required
to segregate any assets that may at any time be represented by
cash, Shares or rights thereto, nor shall this Plan be construed
as providing for such segregation, nor shall the Company nor the
Board nor the Committee be deemed to be a trustee of any cash,
Shares or rights thereto to be granted under this Plan.  Any
liability or obligation of the Company to any Eligible Individual
with respect to a grant of cash, Shares or rights thereto under
this Plan shall be based solely upon any contractual obligations
that may be created by this Plan and any Agreement, and no such
liability or obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any property
of the Company.  Neither the Company nor the Board nor the
Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.

     19.  Miscellaneous.

          19.1  Multiple Agreements.  The terms of each Option or
Award may differ from other Options or Awards granted under the
Plan at the same time, or at some other time.  The Committee may
also grant more than one Option or Award to a given Eligible
Individual during the term of the Plan, either in addition to, or
in substitution for, one or more Options or Awards previously
granted to that Eligible Individual.

          19.2  Withholding of Taxes.  (a)  The Company shall
have the right to deduct from any distribution of cash to any
Optionee or Grantee, an amount equal to the federal, state and
local income taxes and other amounts as may be required by law to
be withheld (the "Withholding Taxes") with respect to any Option
or Award.  If an Optionee or Grantee is to experience a taxable
event in connection with the receipt of Shares pursuant to an
Option exercise or payment of an Award (a "Taxable Event"), the
Optionee or Grantee shall pay the Withholding Taxes to the
Company prior to the issuance, or release of escrow, of such
Shares.


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          (b)  If an Optionee makes a disposition, within the
meaning of Section 424(c) of the Code and regulations promulgated
thereunder, of any Share or Shares issued to such Optionee
pursuant to the exercise of an Incentive Stock Option within the
two-year period commencing on the day after the date of the grant
or within the one-year period commencing on the day after the
date of transfer of such Share or Shares to the Optionee pursuant
to such exercise, the Optionee shall, within ten (10) days of
such disposition, notify the Company thereof, by delivery of
written notice to the Company at its principal executive office.

          (c)  The Committee shall have the authority, at the
time of grant of an Option or Award under the Plan or at any time
thereafter, to award tax bonuses to designated Optionees or
Grantees, to be paid upon their exercise of Employee Options or
payment in respect of Awards granted hereunder.  The amount of
any such payments shall be determined by the Committee.  The
Committee shall have full authority in its absolute discretion to
determine the amount of any such tax bonus and the terms and
conditions affecting the vesting and payment thereof.

     20.  Effective Date.  The effective date of the Plan shall
be as determined by the Board, subject only to the approval by
the affirmative vote of the holders of a majority of the
securities of the Company present, or represented, and entitled
to vote at a meeting of stockholders duly held in accordance with
the applicable laws of the State of Delaware within twelve (12)
months of the adoption of the Plan by the Board.

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