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                                                                    EXHIBIT 99.1


                       NATIONAL AUTO FINANCE COMPANY, INC.
                     1996 Share Incentive Plan, as Amended

         1. Purpose. The National Auto Finance Company, Inc. 1996 Share
Incentive Plan (the "Plan") is intended to provide incentives which will
attract, retain and motivate highly competent persons as executive management,
employees and directors of National Auto Finance Company, Inc. (the "Company")
and of any parent or subsidiary now existing or hereafter formed or acquired, by
providing them opportunities to acquire shares of the common stock, par value
$.01 per share, of the Company ("Common Stock") or to receive monetary payments
based on the value of such shares pursuant to the Benefits (as defined below)
described herein. Furthermore, the Plan is intended to assist in aligning the
interests of the Company's executive management, employees and directors to
those of its stockholders.

                               2. Administration.

         (a) The Plan will be administered by the Board of Directors of the
Company (the "Board of Directors") or, if the Board of Directors so determines,
by a committee appointed by the Board of Directors from among its members (such
committee administering the Plan being hereinafter referred to as the
"Committee"; and the Board of Directors or the Committee administering the Plan,
as the case may be, being hereinafter referred to as the "Plan Administrator").
In the event the Board of Directors designates a Committee to administer the
Plan, the Committee (which may include members of the compensation committee of
the Board of Directors, if any) shall be comprised solely of not less than two
members who shall be (i) "Non-Employee Directors" within the meaning of Rule
16b-3(b)(3) (or any successor rule) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and (ii) unless otherwise
determined by the Board of Directors, "outside directors" within the meaning of
Section 162 (m) of the Internal Revenue Code of 1986, as amended (the "Code").
The Plan Administrator is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary for the proper
administration of the Plan and to make such determinations and interpretations
and to take such action in connection with the Plan and any Benefits (as defined
below) granted hereunder as it deems necessary or advisable. All determinations
and interpretations made by the Plan Administrator shall be binding and
conclusive on all participants and their legal representatives. No member of the
Board of the Directors, no member of the Committee and no employee of the
Company shall be liable for any act or failure to act hereunder, except in
circumstances involving his or her bad faith, gross negligence or willful
misconduct, or for any act or failure to act hereunder by any other member or
employee or by any agent to whom duties in connection with the administration of
this Plan have been delegated. The Company shall indemnify members of the Plan
Administrator and any agent of the Plan Administrator who is an employee of the
Company, against any and all liabilities or expenses to which they may be
subjected by reason of any act or failure to act with respect to their duties on
behalf of the Plan, except in circumstances involving such person's bad faith,
gross negligence or willful misconduct.

         (b) The Plan Administrator may delegate to one or more of its members,
or to one or more agents, such administrative duties as it may deem advisable,
and the Plan Administrator, or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice with respect to any
responsibility the Plan Administrator or such person may have under the Plan.
The Plan Administrator may employ such legal or other counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion or computation received from any such counsel, consultant or
agent. Expenses incurred by the Plan Administrator in the engagement of such
counsel, consultant or agent shall be paid by the Company, or the subsidiary
whose employees have benefited from the Plan, as determined by the Plan
Administrator.

         3. Participants. Participants will consist of such executive
management, employees and directors of the Company and of any parent or
subsidiary of the Company as the Plan Administrator in its sole discretion
determines to be significantly responsible for the success and future growth and
profitability of the Company and whom the Plan Administrator may designate from
time to time to receive Benefits under the Plan. Designation of a participant in
any year shall not require the Plan Administrator to designate such person to
receive a Benefit in any other year or, once designated, to receive the same
type or amount of Benefit as granted to the participant in any other year. The
Plan Administrator shall consider such factors as it deems pertinent in
selecting participants and in determining the type and amount of their
respective Benefits.

         4. Type of Benefits. Benefits under the Plan may be granted in any one
or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Performance Awards and (e) Stock Units (each as described below, and
collectively, the "Benefits"). Stock Awards, Performance Awards and Stock Units
may, as determined by the Plan Administrator in its discretion, constitute
Performance-Based Awards, as described in Section 11 below. Benefits shall be
evidenced by agreements (which need not be identical) in such forms as the Plan
Administrator may from time to time approve;



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provided, however, that in the event of any conflict between the provisions of
the Plan and any such agreements, the provisions of the Plan shall prevail.

         5. Common Stock Available under the Plan. The aggregate number of
shares of Common Stock that may be subject to Benefits, including Stock Options,
granted under this Plan shall be 4,000,000 shares of Common Stock, which may be
authorized and unissued or treasury shares, subject to any adjustments made in
accordance with Section 12 hereof. The maximum number of shares of Common Stock
with respect to which Benefits may be granted to any individual participant
under the Plan shall be 2,000,000. Other than those shares of Common Stock
subject to Benefits that are cancelled or terminated as a result of the Plan
Administrator's exercise of its discretion with respect to Performance-Based
Awards as provided for in Section 11, any shares of Common Stock subject to a
Stock Option or Stock Appreciation Right which for any reason is cancelled or
terminated without having been exercised, any shares subject to Stock Awards,
Performance Awards or Stock Units which are forfeited, any shares subject to
Performance Awards settled in cash or any shares delivered to the Company as
part of full payment for the exercise of a Stock Option or Stock Appreciation
Right shall again be available for Benefits under the Plan. The preceding
sentence shall apply only for purposes of determining the aggregate number of
shares of Common Stock subject to Benefits.

         6. Stock Options. Stock Options will consist of awards from the Company
that will enable the holder to purchase a specific number of shares of Common
Stock, at set terms and at a fixed purchase price. Stock Options may be
"incentive stock options" ("Incentive Stock Options"), within the meaning of
Section 422 of the Code, or Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Plan Administrator will have
the authority to grant any participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options (in each case with or
without Stock Appreciation Rights). Each Stock Option shall be subject to such
terms and conditions consistent with the Plan as the Committee may impose from
time to time, subject to the following limitations:

                  (a) Exercise Price. Each Stock Option granted hereunder shall
         have such per-share exercise price as the Plan Administrator may
         determine at the date of grant; provided, however, subject to
         subsection (d) below, that the per-share exercise price shall not be
         less than 100% of the Fair Market Value (as defined below) of the
         Common Stock on the date the option is granted.

                  (b) Payment of Exercise Price. The option exercise price may
         be paid in cash or, in the discretion of the Plan Administrator
         determined at the date of grant and set forth in the option agreement,
         by the delivery of shares of Common Stock of the Company then owned by
         the participant, by the withholding of shares of Common Stock for which
         a Stock Option is exercisable, or by a combination of these methods. In
         the discretion of the Plan Administrator determined at the date of
         grant and set forth in such option agreement, payment may also be made
         by delivering a properly executed exercise notice to the Company
         together with a copy of irrevocable instructions to a broker to deliver
         promptly to the Company the amount of sale or loan proceeds to pay the
         exercise price. To facilitate the foregoing, the Company may enter into
         agreements for coordinated procedures with one or more brokerage firms.
         The Plan Administrator may prescribe any other method of paying the
         exercise price that it determines to be consistent with applicable law
         and the purpose of the Plan, including, without limitation, in lieu of
         the exercise of a Stock Option by delivery of shares of Common Stock of
         the Company then owned by a participant, providing the Company with a
         notarized statement attesting to the number of shares owned, where upon
         verification by the Company, the Company would issue to the participant
         only the number of incremental shares to which the participant is
         entitled upon exercise of the Stock Option. In determining which
         methods a participant may utilize to pay the exercise price, the Plan
         Administrator may consider such factors as it determines are
         appropriate.

                  (c) Exercise Period. Stock Options granted under the Plan
         shall be exercisable at such time or times and subject to such terms
         and conditions as shall be determined by the Plan Administrator;
         provided, however, that no Stock Option shall be exercisable later than
         ten years after the date it is granted. All Stock Options shall
         terminate at such earlier times and upon such conditions or
         circumstances as the Plan Administrator shall in its discretion set
         forth in such option agreement at the date of grant.

                  (d) Limitations on Incentive Stock Options. Incentive Stock
         Options may be granted only to participants who are employees of the
         Company or a parent or subsidiary of the Company at the date of grant.
         The aggregate market value (determined as of the time the option is
         granted) of the Common Stock with respect to which Incentive Stock
         Options are exercisable for the first time by a participant during any
         calendar year (under all option plans of the Company) shall not exceed
         $100,000. For purposes of the preceding sentence, Incentive Stock
         Options will be taken into account in the order in which they are
         granted. Incentive Stock Options may not be granted to any participant
         who, at the time of grant, owns stock possessing (after the application
         of the attribution rules of Section 424(d) of the Code) more than 10%
         of the total combined voting power of all outstanding classes of stock
         of the Company or any subsidiary of the Company, unless the option
         price is fixed at not less than 110% of the Fair Market Value of the

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         Common Stock on the date of grant and the exercise of such option is
         prohibited by its terms after the expiration of five years from the
         date of grant of such option. Notwithstanding anything to the contrary
         contained herein, no Incentive Stock Option may be exercised later than
         ten years after the date it is granted.

         7. Stock Appreciation Rights. The Plan Administrator may, in its
discretion, grant Stock Appreciation Rights to the holders of any Stock Options
granted hereunder. In addition, Stock Appreciation Rights may be granted
independently of, and without relation to, options. A Stock Appreciation Right
means a right to receive a payment, in case, Common Stock or a combination
thereof, in an amount equal to the excess of (x) the Fair Market Value, or other
specified valuation, of a specific number of shares of Common Stock on the date
the right is exercised over (y) the Fair Market Value, or other specified
valuation (which shall be no less than the Fair Market Value), of such shares of
Common Stock on the date the right is granted, all as determined by the Plan
Administrator; provided, however, that if a Stock Appreciation Right is granted
retroactively in tandem with or in substitution for a Stock Option, the
designated Fair Market Value in the award agreement may be the Fair Market Value
on the date such Stock Option was granted. Each Stock Appreciation Right shall
be subject to such terms and conditions as the Committee shall impose from time
to time.

         8. Stock Awards. The Plan Administrator may, in its discretion, grant
Stock Awards (which may include mandatory payment of bonus incentive
compensation in stock) consisting of Common Stock issued or transferred to
participants with or without other payments therefor as additional compensation
for services to the Company. Stock Awards may be subject to such terms and
conditions as the Plan Administrator determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares, the
right of the Company to reacquire such shares for no consideration upon
termination of the participant's employment within specified periods, and may
constitute Performance-Based Awards, as described below. The Plan Administrator
may require the participant to deliver a duly signed stock power, endorsed in
blank, relating to the Common Stock covered by such an Award. The Plan
Administrator may also require that the stock certificates evidencing such
shares be held in custody or bear restrictive legends until the restrictions
thereon shall lapsed. The Stock Award shall specify whether the participant
shall have, with respect to the shares of Common Stock subject to a Stock Award,
all of the rights of a holder of shares of Common Stock of the Company,
including the right to receive dividends and to vote the shares.

         9. Performance Awards.

         (a) Performance Awards may be granted to participants at any time and
from time to time, as shall be determined by the Plan Administrator. Performance
Awards may, as determined by the Plan Administrator in its sole discretion,
constitute Performance-Based Awards. The Plan Administrator shall have complete
discretion in determining the number, amount and timing of awards granted to
each participant. Such Performance Awards may be in the form of shares of Common
Stock or Stock Units. Performance Awards may be awarded as short-term or
long-term incentives. With respect to those Performance Awards that are intended
to constitute Performance-Based Awards, the Plan Administrator shall set
performance targets at its discretion which, depending on the extent to which
they are met, will determine the number and/or value of Performance Awards that
will be paid out to the participants, and may attach to such Performance Awards
one or more restrictions. Performance targets may be based upon, without
limitation, Company-wide, divisional and/or individual performance.

         (b) With respect to those Performance Awards that are not intended to
constitute Performance-Based Awards, the Plan Administrator shall have the
authority at any time to make adjustments to performance targets for any
outstanding Performance Awards which the Plan Administrator deems necessary or
desirable at the time of establishment of goals the Plan Administrator shall
have precluded its authority to make such adjustments.

         (c) Payment of earned Performance Awards shall be made in accordance
with terms and conditions prescribed or authorized by the Plan Administrator.
The participant may elect to defer, or the Plan Administrator may require or
permit the deferral of, the receipt of Performance Awards upon such terms as the
Plan Administrator deems appropriate.

         10. Stock Units.

         (a) The Plan Administrator may, in its discretion, grant Stock Units to
participants hereunder. Stock Units may, as determined by the Plan Administrator
in its sole discretion, constitute Performance-Based Awards. The Plan
Administrator shall determine the criteria for the vesting of Stock Units. A
Stock Unit granted by the Plan Administrator shall provide for payment in shares
of Common Stock at such time as the award agreement shall specify. Shares of
Common Stock issued pursuant to this Section 10 may be issued with or without
other payments therefor as may be required by applicable law or such other
consideration as may be determined by the Committee. The Plan Administrator
shall determine whether a participant granted a Stock Unit shall be entitled to
a Dividend Equivalent Right (as defined below).

         (b) Upon vesting of a Stock Unit, unless the Plan Administrator has
determined to defer payment with respect to such unit or a Participant has
elected to defer payment under subsection (c) below, shares of Common Stock
representing the Stock




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Units shall be distributed to the participant unless the Plan Administrator,
with the consent of the participant, provides for the payment of the Stock Units
in cash or partly in cash and partly in shares of Common Stock equal to the
value of the shares of Common Stock which would otherwise be distributed to the
participant.

         (c) Prior to the year with respect to which a Stock Unit may vest, the
participant may elect not to receive Common Stock upon the vesting of such Stock
Unit and for the Company to continue to maintain the Stock Unit on its books of
account. In such event, the value of a Stock Unit shall be payable in shares of
Common Stock pursuant to the agreement of deferral.

         (d) A "Stock Unit" means an account representing one share of Common
Stock. A "Dividend Equivalent Right" means the right to receive the amount of
any dividend paid on the share of Common Stock underlying a Stock Unit, which
shall be payable in cash or in the form of additional Stock Units.

         11. Performance-Based Awards. Certain Benefits granted under the Plan
may be granted in a manner such that the Benefits qualify for the performance
based compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Plan Administrator in its sole discretion, either
the granting or vesting of such Performance-Based Awards are to be based upon
one or more of the following factors: net sales, pretax income before allocation
of corporate overhead and bonus, budget, earnings per share, net income,
division, group or corporate financial goals, return on stockholders' equity,
return on assets, attainment of strategic and operational initiatives,
appreciation in and/or maintenance of the price of the Common Stock or any other
publicly-traded securities of the Company, market share, gross profits, earnings
before interest and taxes, earnings before interest, taxes, dividends and
amortization, economic value-added models and comparisons with various stock
market indices, reductions in costs or any combination of the foregoing. With
respect to Performance-Based Awards, (i) the Plan Administrator shall establish
in writing (x) the objective performance-based goals applicable to a given
period and (y) the individual employees or class of employees to which such
performance-based goals apply no later than 90 days after the commencement of
such fiscal period (but in no event after 25% of such period has elapsed) and
(ii) no Performance-Based Awards shall be payable to or vest with respect to, as
the case may be, any participant for a given fiscal period until the Plan
Administrator certifies in writing that the objective performance goals (and any
other material terms) applicable to such period have been satisfied. With
respect to any benefits intended to qualify as Performance-Based Awards, after
establishment of a performance goal, the Plan Administrator shall not revise
such performance goal or increase the amount of compensation payable thereunder
(as determined in accordance with Section 162(m) of the Code) upon the
attainment of such performance goal. Notwithstanding the preceding sentence, the
Plan Administrator may reduce or eliminate the number of shares of Common Stock
or cash granted or the number of shares of Common Stock vested upon the
attainment of such performance goal.

                  12. Adjustment Provisions; Change in Control.

         (a) If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, reverse stock split, split up, spinoff, combination of shares,
exchange of shares, dividend in kind or other like change in capital structure
or distribution (other than normal cash dividends) to stockholders of the
Company, an adjustment shall be made to each outstanding Stock Option and Stock
Appreciation Right such that each such Stock Option and Stock Appreciation Right
shall thereafter be exercisable for such securities, cash and/or other property
as would have been received in respect of the Common Stock subject to such Stock
Option or Stock Appreciation Right had such Stock Option or Stock Appreciation
Right been exercised in full immediately prior to such change or distribution,
and such an adjustment shall be made successively each time any such change
shall occur. In addition, in the event of any such change or distribution, in
order to prevent dilution or enlargement of participants' rights under the Plan,
the Plan Administrator will have authority to adjust, in an equitable manner,
the number and kind of shares that may be issued under the Plan, the number and
kind of shares subject to outstanding Benefits, the exercise price applicable to
outstanding Benefits, and the Fair Market Value of the Common Stock and other
value determinations applicable to outstanding Benefits. Appropriate adjustments
may also be made by the Plan Administrator in the terms of any Benefits under
the Plan to reflect such changes or distributions and to modify any other terms
of outstanding Benefits on an equitable basis, including modifications of
performance targets and changes in the length of performance periods. In
addition, other than with respect to Stock Options, Stock Appreciation Rights
and other awards intended to constitute Performance-Based Awards, the Plan
Administrator is authorized to make adjustments to the terms and conditions of,
and the criteria included in, Benefits in recognition of unusual or nonrecurring
events affecting the Company or the financial statements of the Company, or in
response to changes in applicable laws, regulations, or accounting principles.
Notwithstanding the foregoing, (i) each such adjustment with respect to an
Incentive Stock Option shall comply with the rules of Section 424(a) of the
Code, and (ii) in no event shall any adjustment be made which would render any
Incentive Stock Option granted hereunder other than an incentive stock option
for purposes of Section 422 of the Code.


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         (b) Notwithstanding any other provision of this Plan, if there is a
Change in Control of the Company, all then outstanding Stock Options and Stock
Appreciation Rights shall immediately become exercisable. For purposes of this
Section 12(b), a "Change in Control" of the Company shall be deemed to have
occurred upon any of the following events:

                  (i) A persons or entity or group of persons or entities,
         acting in concert, shall become the direct or indirect beneficial owner
         (within the meaning of Rule 13d-3 of the Exchange Act) or securities of
         the Company representing fifty percent (50%) or more of the combined
         voting power of the issued and outstanding common stock of the Company
         (a "Significant Owner"), unless such shares are originally issued to
         such Significant Owner by the Company; or

                  (ii) The majority of the Company's Board of Directors is no
         longer comprised of the incumbent directors who constitute the Board of
         Directors on the Effective Date (as hereinafter defined) and any other
         individual(s) who becomes a director subsequent to the date of this
         Agreement whose initial election or nomination for election as a
         director, as the case may be, was approved by at least a majority of
         the directors who comprised the incumbent directors as of the date of
         such election or nomination; or

                  (iii) The Company's Common Stock shall cease to be publicly
         traded; or

                  (iv) A sale of all or substantially all of the assets of the
         Company; or

                  (v) The Board of Directors shall approve any merger,
         consolidation, or like business combination or reorganization of the
         Company, the consummation of which would result in the occurrence of
         any event described in clause (ii) or (iii) above, and such transaction
         shall have been consummated.

         The Plan Administrator, in its discretion, may determine that, upon the
occurrence of a Change in Control of the Company, each Stock Option and Stock
Appreciation Right outstanding hereunder shall terminate within a specified
number of days after notice to the holder, and such holder shall receive, with
respect to each share of Common Stock subject to such Stock Option or Stock
Appreciation Right, an amount equal to the excess of the Fair Market Value of
such shares of Common Stock immediately prior to the occurrence of such Change
in Control over the exercise price per share of such Stock Option or Stock
Appreciation Right; such amount to be payable in cash, in one or more kinds of
property (including the property, if any, payable in the transaction) or in a
combination thereof, as the Plan Administrator, in its discretion, shall
determine. The provisions set forth in the preceding sentence shall be
inapplicable to a Stock Option or Stock Appreciation Right granted within six
(6) months before the occurrence of a Change in Control if the holder of such
Stock Option or Stock Appreciation Right is subject to the reporting
requirements of Section 16(a) of the Exchange Act and no exception from
liability under Section 16(b) of the Exchange Act is otherwise available to such
holder.

         13. Transferability. Each Benefit granted under the Plan to a
participant shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the participant's
lifetime, only by the participant. In the event of the death of a participant,
each Stock Option or Stock Appreciation Right theretofore granted to him or her
shall be exercisable during such period after his or her death as the Plan
Administrator shall in its discretion set forth in such option agreement or
right agreement at the date of grant and then only by the executor or
administrator of the estate of the deceased participant or the person or persons
to whom the deceased participant's rights under the Stock Option or Stock
Appreciation Right shall pass by will or the laws of descent and distribution.
Notwithstanding the foregoing, at the discretion of the Plan Administrator, an
award of a Benefit other than an Incentive Stock Option may permit the
transferability of a Benefit by a participant solely to members of the
participant's immediate family or trusts or family partnerships for the benefit
of such persons, subject to any restriction included in the award of the
Benefit.

         14. Other Provisions. The award of any Benefit under the Plan may also
be subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Plan Administrator determines at the
date of grant, appropriate, including, without limitation, for the installment
purchase of Common Stock under Stock Options, for the installment exercise of
Stock Appreciation Rights, to assist the participant in financing the
acquisition of Common Stock, for the forfeiture of, or restrictions on resale or
other disposition of, Common Stock acquired under any form of Benefit, for the
acceleration of exercisability or vesting of Benefits in the event of a change
in control of the Company, for the payment of the value of Benefits to
participants in the event of a change in control of the Company, or to comply
with federal and state securities laws, or understandings or conditions as to
the participant's relationship with the Company in addition to those
specifically provided for under the Plan.

         15. Fair Market Value. For purposes of this Plan and any Benefits
awarded hereunder, Fair Market Value shall be the Closing price of the Company's
Common Stock on the date of calculation (or on the last preceding trading date
if Common Stock was not traded on such date) if the Company's Common Stock is
readily tradable on a national securities exchange or



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other market system, and if the Company's Common Stock is not readily tradable,
Fair Market Value shall mean the amount determined in good faith by the Plan
Administrator as the fair market value of the Common Stock of the Company.

         16. Withholding. All payments or distributions of Benefits made
pursuant to the Plan shall be net of any amounts required to be withheld
pursuant to applicable federal, state and local tax withholding requirements. If
the Company proposes or is required to distribute Common Stock pursuant to the
Plan, it may require the recipient to remit to it or to the corporation that
employs such recipient an amount sufficient to satisfy such tax withholding
requirements prior to the delivery of any certificates for such Common Stock. In
lieu thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
such corporation to the recipient as the Plan Administrator shall prescribe. The
Plan Administrator may, in its discretion and subject to such rules as it may
adopt (including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Benefit consisting of shares of Common Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount of tax to be withheld, such tax calculated at rates required
by statute or regulation.

         17. Tenure. A participant's right, if any, to continue to serve the
Company as a director, officer, employee, or otherwise, shall not be enlarged or
otherwise affected by his or her designation as a participant under the Plan.

         18. Unfunded Plan. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
paid from the general funds of the Company and no special or separate fund shall
be established and no segregation of assets shall be made to assure payment of
such amounts except as expressly set forth in the Plan. The Plan is not intended
to be subject to the Employee Retirement Income Security Act of 1974, as
amended.

         19. No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Benefit. The Plan Administrator
shall determine whether cash, or Benefits, or other property shall be issued or
paid in lieu of fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

         20. Duration, Amendment and Termination. No Benefit shall be granted
more than ten years after the Effective Date; provided, however, that the terms
and conditions applicable to any Benefit granted prior to such date may
thereafter be amended or modified by mutual agreement between the Company and
the participant or such other persons as may then have an interest therein.
Also, by mutual agreement between the Company and a participant hereunder, under
this Plan or under any other present or future plan of the Company, Benefits may
be granted to such participant in substitution and exchange for, and in
cancellation of, any Benefits previously granted such participant under this
Plan, or any other present or future plan of the Company. The Board of Directors
may amend the Plan from time to time or suspend or terminate the Plan at any
time. However, no action authorized by this Section 20 shall reduce the amount
of any existing Benefit or change the terms and conditions thereof without the
participant's consent. No amendment of the Plan shall, without approval of the
stockholders of the Company, (i) increase the total number of shares which may
be issued under the Plan or the maximum number of shares with respect to Stock
Options, Stock Appreciation Rights and other Benefits that may be granted to any
individual under the Plan or (ii) modify the requirements as to eligibility for
Benefits under the Plan; provided, however, that no amendment may be made
without approval of the stockholders of the Company if the amendment will
disqualify any Incentive Stock Options granted hereunder.

         21. Governing Law. This Plan, Benefits granted hereunder and actions
taken in connection herewith shall be governed and construed in accordance with
the laws of the State of Delaware (regardless of the law that might otherwise
govern under applicable Delaware principles of conflict of laws).

         22. Effective Date. (a) the Plan shall be effective as of November 20,
1996, the date on which the Plan was adopted by the Board of Directors and
approved by the stockholders of the Company (the "Effective Date").

         (c) This Plan shall terminate on November 19, 2006 (unless sooner
terminated by the Board of Directors).


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