Exhibit 10(b)
                                                                  
                                                                  
                         ARCTIC CAT INC.
                         1995 STOCK PLAN

SECTION                    CONTENTS                      PAGE


1.              General Purpose of Plan; Definitions       1
2.              Administration                             3
3.              Stock Subject to Plan                      4
4.              Eligibility                                4
5.              Stock Options                              5
6.              Restricted Stock                           9
7.              Transfer, Leave of Absence, etc.           12
8.              Amendments and Termination                 12
9.              Unfunded Status of Plan                    12
10.             General Provisions                         13
11.             Effective Date of Plan                     14


                          

                         ARCTIC CAT INC.
                         1995 STOCK PLAN


    SECTION 1.  General Purpose of Plan; Definitions.

    The name of this plan is the Arctic Cat Inc. 1995 Stock Plan
(the "Plan").  The purpose of the Plan is to enable Arctic Cat Inc.
(the "Company") and its Subsidiaries to retain and attract
executives, other key employees, consultants and directors who
contribute to the Company's success by their ability, ingenuity and
industry, and to enable such individuals to participate in the
long-term success and growth of the Company by giving them a
proprietary interest in the Company.

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

    a.   "Board" means the Board of Directors of the Company.

    b.   "Cause" means a felony conviction of a participant or the
         failure of a participant to contest prosecution for a
         felony, or a participant's misconduct or dishonesty, any
         of which is harmful to the business or reputation of the
         Company.

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

    d.   "Committee" means the Committee referred to in Section 2
         of the Plan.  If at any time no Committee shall be in
         office, then the functions of the Committee specified in
         the Plan shall be exercised by the Board.

    e.   "Company" means Arctic Cat Inc., a corporation organized
         under the laws of the State of Minnesota (or any
         successor corporation).

    f.   "Disability" means permanent and total disability as
         determined by the Committee.

    g.   "Early Retirement" means retirement, with consent of the
         Committee at the time of retirement, from active
         employment with the Company and any Subsidiary or Parent
         Corporation of the Company.

    h.   "Fair Market Value" means the value of the Stock on a
         given date as determined by the Committee in accordance
         with Section 422 of the Code and any applicable Treasury
         Department regulations with respect to "incentive stock
         options."

    i.   "Incentive Stock Option" means any Stock Option intended
         to be and designated as an "Incentive Stock Option"
         within the meaning of Section 422 of the Code.

    j.   "Non-Employee Director" means a "Non-Employee Director"
         within the meaning of Rule 16b-3(b)(3) under the
         Securities Exchange Act of 1934, as amended, or any
         successor rule.

    k.   "Non-Qualified Stock Option" means any Stock Option that
         is not an Incentive Stock Option, and is intended to be
         and is designated as a "Non-Qualified Stock Option."

    l.   "Normal Retirement" means retirement from active employ-
         ment with the Company and any Subsidiary or Parent
         Corporation of the Company on or after age 65.

    m.   "Outside Director" means a director who (a) is not a
         current employee of the Company or any member of an
         affiliated group which includes the Company; (b) is not
         a former employee of the Company who receives
         compensation for prior services (other than benefits
         under a tax-qualified retirement plan) during the taxable
         year; (c) has not been an officer of the Company; (d)
         does not receive remuneration from the Company, either
         directly or indirectly, in any capacity other than as a
         director, except as otherwise permitted under Code
         Section 162(m) and regulations thereunder.  For this
         purpose, remuneration includes any payment in exchange
         for goods or services.  This definition shall be further
         governed by the provisions of Code Section 162(m) and
         regulations promulgated thereunder.

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

    o.   "Restricted Stock" means an award of shares of Stock that
         are subject to restrictions under Section 6 below.

    p.   "Retirement" means Normal Retirement or Early Retirement.

    q.   "Stock" means the Common Stock, $.01 par value per share,
         of the Company.  Class B Common Stock of the Company
         shall be considered Stock hereunder only following
         conversion to Common Stock of the Company

    r.   "Stock Option" means any option to purchase shares of
         Stock granted pursuant to Section 5 below.

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

    SECTION 2.  Administration.

    The Plan shall be administered by the Board or by a Committee
appointed by the Board consisting of at least two directors, all of
whom shall be Outside Directors and Non-Employee Directors, and who
shall serve at the pleasure of the Board.  The Committee may be a
subcommittee of the Compensation Committee of the Board.

    The Committee shall have the power and authority to grant to
eligible employees, consultants and directors pursuant to the terms
of the Plan: (i) Stock Options and (ii) Restricted Stock.

    In particular, the Committee shall have the authority:

           (i)     to select the officers, other key employees, directors
                   and consultants of the Company and its Subsidiaries to
                   whom Stock Options and/or Restricted Stock awards may
                   from time to time be granted hereunder;

          (ii)     to determine whether and to what extent Incentive Stock
                   Options, Non-Qualified Stock Options, or Restricted Stock
                   awards, or a combination of the foregoing, are to be
                   granted hereunder;

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

          (iv)     to determine the terms and conditions, not inconsistent
                   with the terms of the Plan, of any award granted
                   hereunder (including, but not limited to, any restriction
                   on any Stock Option or other award and/or the shares of
                   Stock relating thereto); and

           (v)     to determine whether, to what extent and under what
                   circumstances Stock and other amounts payable with
                   respect to an award under this Plan shall be deferred
                   either automatically or at the election of the
                   participant.

    The Committee shall have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable;
to interpret the terms and provisions of the Plan and any award
issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.  The Committee
may delegate its authority to officers of the Company for the
purpose of selecting employees who are not officers of the Company
for purposes of (i) above.

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

    SECTION 3. Stock Subject to Plan.

    The total number of shares of Stock reserved and available for
distribution under the Plan shall be 1,800,000.  Such shares may
consist, in whole or in part, of authorized and unissued shares.

    If any shares that have been optioned cease to be subject to
Stock Options, or if any shares subject to any Restricted Stock
award granted hereunder are forfeited or such award otherwise
terminates without a payment being made to the participant, such
shares shall again be available for distribution in connection with
future awards under the Plan.

    In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate
structure affecting the Stock, or spin-off or other distribution of
assets to shareholders, such substitution or adjustment shall be
made in the aggregate number of shares reserved for issuance under
the Plan, in the number and option price of shares subject to
outstanding Stock Options granted under the Plan, and in the number
of shares subject to Restricted Stock awards granted under the Plan
as may be determined to be appropriate by the Committee, in its
sole discretion, provided that the number of shares subject to any
award shall always be a whole number.

    SECTION 4. Eligibility.

    Officers, other key employees, consultants and members of the
Board of the Company and Subsidiaries who are responsible for or
contribute to the management, growth and/or profitability of the
business of the Company and its Subsidiaries are eligible to be
granted Stock Options or Restricted Stock awards under the Plan. 
The optionees and participants under the Plan shall be selected
from time to time by the Committee, in its sole discretion, from
among those eligible, and the Committee shall determine, in its
sole discretion, the number of shares covered by each award.

    Notwithstanding the foregoing, no person shall receive grants
of Stock Options and Restricted Stock awards under this Plan which
exceed 250,000 shares during any fiscal year of the Company.

    SECTION 5.  Stock Options.

    Any Stock Option granted under the Plan shall be in such form
as the Committee may from time to time approve.

    The Stock Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options. 
No Incentive Stock Options shall be granted under the Plan after
April 21, 2005.

    The Committee shall have the authority to grant any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types
of options.  To the extent that any option does not qualify as an
Incentive Stock Option, it shall constitute a separate Non-Qualified Stock 
Option.

    Anything in the Plan to the contrary notwithstanding, no term
of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option under
Section 422 of the Code.  The preceding sentence shall not preclude
any modification or amendment to an outstanding Incentive Stock
Option, whether or not such modification or amendment results in
disqualification of such Stock Option as an Incentive Stock Option,
provided the optionee consents in writing to the modification or
amendment.

    Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan,
as the Committee shall deem desirable.

    (a)  Option Price.  The option price per share of Stock
purchasable under a Stock Option shall be determined by the
Committee at the time of grant.  In no event shall the option price
per share of Stock purchasable under an Incentive Stock Option be
less than 100% of the Fair Market Value of the Stock on the date of
the grant of the Stock Option.  If an employee owns or is deemed to
own (by reason of the attribution rules applicable under Section
424(d) of the Code) more than 10% of the combined voting power of
all classes of stock of the Company or any Parent Corporation or
Subsidiary and an Incentive Stock Option is granted to such
employee, the option price shall be no less than 110% of the Fair
Market Value of the Stock on the date the option is granted.

    (b)  Option Term.  The term of each Stock Option shall be
fixed by the Committee, but no Incentive Stock Option shall be
exercisable more than ten years after the date the option is
granted.  If an employee owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Company or
any Parent Corporation or Subsidiary and an Incentive Stock Option
is granted to such employee, the term of such option shall be no
more than five years from the date of grant.

    (c)  Exercisability.  Stock Options shall be exercisable at
such time or times as determined by the Committee at or after
grant.  If the Committee provides, in its discretion, that any
option is exercisable only in installments, the Committee may waive
such installment exercise provisions at any time, provided,
however, that unless the Stock Option has been approved by the
Board, the Committee or the shareholders of the Company, a Stock
Option to a director, officer or a 10% shareholder of the Company
or its Subsidiaries shall not be exercisable for a period of six
(6) months after the date of grant.  Notwithstanding the foregoing,
unless the Stock Option Agreement provides otherwise, any Stock
Option granted under this Plan shall be exercisable in full,
without regard to any installment exercise or vesting provisions,
for a period specified by the Board, but not to exceed sixty (60)
days nor be less than seven (7) days, prior to the occurrence of
any of the following events:  (i) dissolution or liquidation of the
Company other than in conjunction with a bankruptcy of the Company
or any similar occurrence, (ii) any merger, consolidation,
acquisition, separation, reorganization, or similar occurrence,
where the Company will not be the surviving entity or (iii) the
transfer of substantially all of the assets of the Company or 75%
or more of the outstanding Stock of the Company.

    (d)  Method of Exercise.  Stock Options may be exercised in
whole or in part at any time during the option period by giving
written notice of exercise to the Company specifying the number of
shares to be purchased.  Such notice shall be accompanied by
payment in full of the purchase price, either by certified or bank
check, or by any other form of legal consideration deemed
sufficient by the Committee and consistent with the Plan's purpose
and applicable law, including promissory notes or a properly
executed exercise notice together with irrevocable instructions to
a broker acceptable to the Company to promptly deliver to the
Company the amount of sale or loan proceeds to pay the exercise
price.  As determined by the Committee, in its sole discretion,
payment in full or in part may also be made in the form of
unrestricted Stock already owned by the optionee or Restricted
Stock subject to an award hereunder (based on the Fair Market Value
of the Stock on the date the option is exercised, as determined by
the Committee); provided, however, that in the event payment is
made in the form of shares of Restricted Stock, the optionee will
receive a portion of the option shares in the form of, and in an
amount equal to, the Restricted Stock award tendered as payment by
the optionee.  If the terms of an option so permit, or the
Committee, in its sole discretion, so permits, an optionee may
elect to pay all or part of the option exercise price by having the
Company withhold from the shares of Stock that would otherwise be
issued upon exercise that number of shares of Stock having a Fair
Market Value equal to the aggregate option exercise price for the
shares with respect to which such election is made.  No shares of
Stock shall be issued until full payment therefor has been made. An
optionee generally shall have the rights to dividends and other
rights of a shareholder with respect to shares subject to the
option when the optionee has given written notice of exercise, has
paid in full for such shares, and, if requested, has given the
representation described in paragraph (a) of Section 10.

    (e)  Non-transferability of Options.  No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws
of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title 1 of the Employee
Retirement Income Security Act, or the rules thereunder, and all
Stock Options shall be exercisable, during the optionee's lifetime,
only by the optionee.

    (f)  Termination by Death.  If an optionee's employment by the
Company and any Subsidiary or Parent Corporation terminates by
reason of death, the Stock Option may thereafter be immediately
exercised, to the extent then exercisable (or on such accelerated
basis as the Committee shall determine at or after grant), by the
legal representative of the estate or by the legatee of the
optionee under the will of the optionee, for a period of twelve
months (or such shorter period as the Committee shall specify at
grant) from the date of such death or until the expiration of the
stated term of the option, whichever period is shorter.

    (g)  Termination by Reason of Disability.  If an optionee's
employment by the Company and any Subsidiary or Parent Corporation
terminates by reason of Disability, any Stock Option held by such
optionee may thereafter be exercised, to the extent it was
exercisable at the time of termination due to Disability (or on
such accelerated basis as the Committee shall determine at or after
grant), but may not be exercised after twelve months (or such
shorter period as the Committee shall specify at grant) from the
date of such termination of employment or the expiration of the
stated term of the option, whichever period is shorter.

    (h)  Termination by Reason of Retirement.  Unless otherwise
determined by the Committee, if an optionee's employment by the
Company and any Subsidiary or Parent Corporation terminates by
reason of Retirement, any Stock Option held by such optionee may
thereafter be exercised to the extent it was exercisable at the
time of such Retirement, but may not be exercised after three
months (or such shorter period as Committee shall specify at grant)
from the date of such termination of employment or the expiration
of the stated term of the option, whichever period is shorter.  In
the event of termination of employment by reason of Retirement, if
an Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the
Code, the option will thereafter be treated as a Non-Qualified
Stock Option.

    (i)  Other Termination.  Unless otherwise determined by the
Committee, if an optionee's employment by the Company and any
Subsidiary or Parent Corporation terminates for any reason other
than Cause, death, Disability or Retirement, the Stock Option may
be exercised to the extent it was exercisable at such termination
for the lesser of one month or the balance of the option's term. 
If the Optionee's employment by the Company and any Subsidiary or
Parent Corporation terminates for Cause, the Stock Option may be
exercisable to the extent it was then exercisable no later than the
date of such termination.

    (j)  Annual Limit on Incentive Stock Options.  The aggregate
Fair Market Value (determined as of the time the Option is granted)
of the Common Stock with respect to which an Incentive Stock Option
under this Plan or any other plan of the Company and any Subsidiary
or Parent Corporation is exercisable for the first time by an
optionee during any calendar year shall not exceed $100,000.

    (k)  Directors Who Are Not Employees.  Each person who is not
an employee of the Company or its Subsidiaries and who on and after
the date this Plan is approved by the shareholders of the Company
is, or within the prior two (2) years has been, elected or
reelected as a director of the Company at any annual or special
meeting of the shareholders of the Company or appointed as a
director of the Company by action of the Board during the period
between shareholder meetings, shall (i) as of the date of such
election, reelection or action and (ii) as of the date of each
subsequent annual or special meeting of the shareholders of the
Company at which action is taken to elect any director and such
director who is not an employee (A) has served as a director for at
least six (6) months and (B) is serving an unexpired term as a
director, automatically be granted a Stock Option to purchase 6,000
shares of the Company's Stock at an exercise price per share equal
to 100% of the Fair Market Value of a share of the Company's Stock
on the date of the grant of the Stock Option.  All such options
shall be designated as Non-Qualified Stock Options and shall be
subject to the same terms and provisions as are then in effect with
respect to the grant of Non-Qualified Stock Options to officers and
key employees of the Company, except that the term of each such
Stock Option shall expire five years following the termination of the 
director's services as a director to the Company.  In the event 
discretionary Stock Options are granted to members of the Committee, 
such Stock Options shall be granted by the Board.  This Section 5(k) 
shall supercede and replace the provisions of the Company's 1989 Stock 
Option Plan granting options to Non-Employee Directors.

    SECTION 6.  Restricted Stock.

    (a)  Administration.  Shares of Restricted Stock may be issued
either alone or in addition to other awards granted under the Plan. 
The Committee shall determine the officers and key employees of the
Company and Subsidiaries to whom, and the time or times at which,
grants of Restricted Stock will be made, the number of shares to be
awarded, the time or times within which such awards may be subject
to forfeiture, and all other conditions of the awards.  The
Committee may also condition the grant of Restricted Stock upon the
attainment of specified performance goals.  The provisions of
Restricted Stock awards need not be the same with respect to each
recipient.  In the event that Restricted Stock Awards are granted
to members of the Committee, such awards shall be granted by the
Board.

    (b)  Awards and Certificates.  The prospective recipient of an
award of shares of Restricted Stock shall not have any rights with
respect to such award, unless and until such recipient has executed
an agreement evidencing the award and has delivered a fully
executed copy thereof to the Company, and has otherwise complied
with the then applicable terms and conditions.

        (i)   Each participant shall be issued a stock
    certificate in respect of shares of Restricted
    Stock awarded under the Plan.  Such certificate
    shall be registered in the name of the participant,
    and shall bear an appropriate legend referring to
    the terms, conditions, and restrictions applicable
    to such award, substantially in the following form:

           "The transferability of this
           certificate and the shares of stock
           represented hereby are subject to the
           terms and conditions (including
           forfeiture) of the Arctic Cat Inc.
           1995 Stock Plan and an Agreement
           entered into between the registered
           owner and Arctic Cat Inc.  Copies of
           such Plan and Agreement are on file
           in the executive offices of Arctic
           Cat Inc.

       (ii)   The Committee shall require that the
    stock certificates evidencing such shares be held
    in custody by the Company until the restrictions
    thereon shall have lapsed, and that, as a condition
    of any Restricted Stock award, the participant
    shall have delivered a stock power, endorsed in
    blank, relating to the Stock covered by such award.

    (c)  Restrictions and Conditions.  The shares of Restricted
Stock awarded pursuant to the Plan shall be subject to the
following restrictions and conditions:

        (i)   Subject to the provisions of this Plan
    and the award agreement, during a period set by the
    Committee commencing with the date of such award
    (the "Restriction Period"), the participant shall
    not be permitted to sell, transfer, pledge or
    assign shares of Restricted Stock awarded under the
    Plan.  Within these limits, the Committee may
    provide for the lapse of such restrictions in
    installments where deemed appropriate.

       (ii)   Except as provided in paragraph (c)(i) of
    this Section 6, the participant shall have, with
    respect to the shares of Restricted Stock, all of
    the rights of a shareholder of the Company,
    including the right to vote the shares and the
    right to receive any cash dividends.  The
    Committee, in its sole discretion, may permit or
    require the payment of cash dividends to be
    deferred and, if the Committee so determines,
    reinvested in additional shares of Restricted Stock
    (to the extent shares are available under Section 3
    and subject to paragraph (f) of Section 10). 
    Certificates for shares of Unrestricted Stock shall
    be delivered to the grantee promptly after, and
    only after, the period of forfeiture shall have
    expired without forfeiture in respect of such
    shares of Restricted Stock.

       (iii)   Subject to the provisions of the award
    agreement and paragraph (c)(iv) of this Section 6,
    upon termination of employment for any reason
    during the Restriction Period, all shares still
    subject to restriction shall thereupon be forfeited
    by the participant.

       (iv)   In the event of special hardship
    circumstances of a participant whose employment is
    terminated (other than for Cause), including death,
    Disability or Retirement, or in the event of an
    unforeseeable emergency of a participant still in
    service, the Committee may, in its sole discretion,
    when it finds that a waiver would be in the best
    interest of the Company, waive in whole or in part
    any or all remaining restrictions with respect to
    such participant's shares of Restricted Stock.

        (v)   All restrictions with respect to any
    participant's shares of Restricted Stock shall
    lapse or be deemed to have lapsed or been
    terminated on the tenth (10th) business day prior
    to the occurrence of any of the following events:
    (i) dissolution or liquidation of the Company,
    other than in conjunction with a bankruptcy of the
    Company or any similar occurrence, (ii) any merger,
    consolidation, acquisition, separation,
    reorganization or similar occurrence, where the
    Company will not be the surviving entity or (iii)
    the transfer of substantially all of the assets of
    the Company or 75% or more of the outstanding Stock
    of the Company.

    SECTION 7.  Transfer, Leave of Absence, etc.

    For purposes of the Plan, the following events shall not be
deemed a termination of employment:

    (a)  a transfer of an employee from the Company to a Parent
Corporation or Subsidiary, or from a Parent Corporation or
Subsidiary to the Company, or from one Subsidiary to another;

    (b)   a leave of absence, approved in writing by the
Committee, for military service or sickness, or for any other
purpose approved by the Company if the period of such leave does
not exceed ninety (90) days (or such longer period as the Committee
may approve, in its sole discretion); and

    (c)   a leave of absence in excess of ninety (90) days,
approved in writing by the Committee, but only if the employee's
right to reemployment is guaranteed either by a statute or by
contract, and provided that, in the case of any leave of absence,
the employee returns to work within 30 days after the end of such
leave.

    SECTION 8. Amendments and Termination.

    The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made (i) which
would impair the rights of an optionee or participant under a Stock
Option or Restricted Stock award theretofore granted, without the
optionee's or participant's consent, or (ii) which without the
approval of the stockholders of the Company would cause the Plan to
no longer comply with Rule 16b-3 under the Securities Exchange Act
of 1934, Section 422 of the Code or any other regulatory
requirements.  Further, paragraph k of Section 5 shall not be
amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act,
or the rules thereunder.

    The Committee may amend the terms of any award or option
theretofore granted, prospectively or retroactively, but, subject
to Section 3 above, no such amendment shall impair the rights of
any holder without his consent.  The Committee may also substitute
new Stock Options for previously granted options, including
previously granted options having higher option prices.

    SECTION 9. Unfunded Status of Plan.

    The Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation.  With respect to any payments
not yet made to a participant or optionee by the Company, nothing
contained herein shall give any such participant or optionee any
rights that are greater than those of a general creditor of the
Company.  In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payments in lieu of or
with respect to awards hereunder; provided, however, that the
existence of such trusts or other arrangements is consistent with
the unfunded status of the Plan.

    SECTION 10.  General Provisions.

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

    All certificates for shares of Stock delivered under the Plan
pursuant to any Restricted Stock awards shall be subject to such
stock-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 stock exchange upon
which the Stock is then listed, and any applicable Federal or state
securities laws, and the Committee may cause a legend or legends to
be put on any such certificates to make appropriate reference to
such restrictions.

    (b)   Subject to paragraph (d) below, recipients of Restricted
Stock awards under the Plan (not including Stock Options) are not
required to make any payment or provide consideration other than
the rendering of services.

    (c)  Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable
or applicable only in specific cases.  The adoption of the Plan
shall not confer upon any employee of the Company or any subsidiary
any right to continued employment with the Company or a Subsidiary,
as the case may be, nor shall it interfere in any way with the
right of the Company or a Subsidiary to terminate the employment of
any of its employees at any time.

    (d)  Each participant shall, no later than the date as of
which any part of the value of an award first becomes includable as
compensation in the gross income of the participant for Federal
income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld
with respect to the award.  The obligations of the Company under
the Plan shall be conditional on such payment or arrangements and
the Company and Subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any
kind otherwise due to the participant.  With respect to any award
under the Plan, if the terms of such award so permit, a participant
may elect by written notice to the Company to satisfy part or all
of the withholding tax requirements associated with the award by
(i) authorizing the Company to retain from the number of shares of
Stock that would otherwise be deliverable to the participant, or
(ii) delivering to the Company from shares of Stock already owned
by the participant, that number of shares having an aggregate Fair
Market Value equal to part or all of the tax payable by the
participant under this Section 10(d).  Any such election shall be
in accordance with, and subject to, applicable tax and securities
laws, regulations and rulings.

    (e)  At the time of grant, the Committee may provide in
connection with any grant or award made under this Plan that the
shares of Stock received as a result of such grant shall be subject
to a repurchase right in favor of the Company, pursuant to which
the participant shall be required to offer to the Company upon
termination of employment for any reason any shares that the
participant acquired under the Plan, with the price being the then
Fair Market Value of the Stock or, in the case of a termination for
Cause, an amount equal to the cash consideration paid for the
Stock, subject to such other terms and conditions as the Committee
may specify at the time of grant.  The Committee may, at the time
of the grant of an award under the Plan, provide the Company with
the right to repurchase, or require the forfeiture of, shares of
Stock acquired pursuant to the Plan by any participant who, at any
time within two years after termination of employment with the
Company, directly or indirectly competes with, or is employed by a
competitor of, the Company.

    (f)  The reinvestment of dividends in additional Restricted
Stock at the time of any dividend payment shall only be permissible
if the Committee (or the Company's chief executive or chief
financial officer) certifies in writing that under Section 3
sufficient shares are available for such reinvestment (taking into
account then outstanding Stock Options and other Plan awards).

    SECTION 11.    Effective Date of Plan.

    The Plan was approved by the Board and became effective on
April 21, 1995 and it was approved by the shareholders on August 3,
1995.  The Plan was further amended by the Board on December 12,
1996.