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                                                                  EXHIBIT 10.7.2

                            SEROLOGICALS CORPORATION
                           SECOND AMENDED AND RESTATED
                     1994 OMNIBUS INCENTIVE PLAN, AS AMENDED

SECTION 1. PURPOSE

         The purposes of the Serologicals Corporation Second Amended and
Restated 1994 Omnibus Incentive Plan (the "Plan") are to encourage certain
directors and selected employees (or consultants) of Serologicals Corporation
(together with any successor thereto, the "Company") and its Affiliates (as
defined below) to acquire a proprietary interest in the growth and performance
of the Company, to generate an increased incentive to contribute to the
Company's future success and prosperity, thus enhancing the value of the Company
for the benefit of its stockholders, and to enhance the ability of the Company
and its Affiliates to attract and retain qualified individuals upon whom, in
large measure, the sustained progress, growth, and profitability of the Company
depend.

SECTION 2. DEFINITIONS

         As used in the Plan, the following terms shall have the meanings set
forth below:

         (a)      "Affiliate" shall mean any entity that, directly or through
one or more intermediaries, is controlled by, controls or is under common
control with, the Company; for purposes of this definition only, control shall
include, without limitation, the direct or indirect beneficial ownership of 10%
or more of an entity's equity securities or economic interests.

         (b)      "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent,
or other Stock Award or Stock-Based Award granted under the Plan.

         (c)      "Award Agreement" shall mean a written agreement, contract, or
other instrument or document evidencing an Award granted under the Plan.

         (d)      "Board" shall mean the Board of Directors of the Company.

         (e)      "Cause" shall have the meaning provided in the Participant's
employment agreement; provided that if the Participant does not have an
employment agreement, Cause shall mean (i) the Participant's willful misconduct,
gross negligence or dishonesty in the performance of his duties on behalf of the
Company, (ii) the willful and repeated neglect, failure or refusal of the
Participant to carry out any reasonable request of the Board, the Chief
Executive Officer or any officer having supervisory authority over the
Participant, (iii) the material breach of any provision of any employment,
consulting, or


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other services agreement between the Participant and the Company or (iv) the
entering of a plea of guilty or nolo contendere to, or the Participant's
conviction of, a felony or other crime involving moral turpitude, dishonesty,
theft or unethical business conduct.

         (f)      "Code" shall mean the Internal Revenue Code of 1986, as
amended from time-to-time.

         (g)      "Committee" shall mean a committee of the Board designated by
the Board to administer the Plan and composed of not less than two (2)
directors, each of whom qualifies as a "disinterested person" within the meaning
of Rule 16b-3, and an "outside director" as defined for purposes of Section
162(m) of the Code.

         (h)      "Dividend Equivalent" shall mean any right granted under
Section 6(d) of the Plan.

         (i)      "Fair Market Value" shall mean, with respect to Shares (i) if
the Shares are listed on a registered securities exchange or quoted on the
National Market System, the closing price per share of the Shares on such date
(or, if there was no trading reported on such date, on the next preceding day on
which there was trading reported); (ii) if the Shares are not listed on a
registered securities exchange and not quoted on the National Market System, but
the bid and asked prices per share for the Shares are provided by Nasdaq, the
National Quotation Bureau Incorporated or any similar organization, the average
of the closing bid and asked prices per share of the Shares on such date (or, if
there was no trading in the Shares on such date, on the next preceding day on
which there was trading) as provided by such organization; and (iii) if the
Shares are not traded on a registered securities exchange and not quoted on the
National Market System and the bid and asked prices per share of the Shares are
not provided by Nasdaq, the National Quotation Bureau Incorporated or any
similar organization, solely as determined by the Committee in good faith; the
"Fair Market Value" of any property (other than Shares), shall mean the fair
market value of such property determined by such methods or procedures as shall
be established from time-to-time by the Committee.

         (j)      "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that meets the requirements of Section 422 of the Code
or any successor provision thereto.

         (k)      "Key Employee" shall mean any officer, director, consultant,
or other employee who is a regular full-time employee of the Company or its
present and future Affiliates.

         (l)      "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not an Incentive Stock Option.

         (m)      "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option.


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         (n)      "Participant" shall mean a Key Employee who has been granted
an Award under the Plan.

         (o)      "Performance Award" shall mean any right granted under Section
6(f) of the Plan.

         (p)      "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

         (q)      "Released Securities" shall mean securities that were
Restricted Securities with respect to which all applicable restrictions have
expired, lapsed, or been waived.

         (r)      "Restricted Securities" shall mean Restricted Stock or any
other Award under which issued and outstanding Shares are held subject to
restrictions imposed by the terms of the Award.

         (s)      "Restricted Stock" shall mean any Share granted under Section
6(c) of the Plan.

         (t)      "Restricted Stock Unit" shall mean any right granted under
Section 6(c) of the Plan that is denominated in Shares.

         (u)      "Rule 16b-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, or any successor rule or regulation thereto.

         (v)      "Shares" shall mean the common stock of the Company, $.01 par
value, and such other securities or property as may become the subject of Awards
pursuant to an adjustment made under Section 4(b) of the Plan.

         (w)      "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

         (x)      "Stock Award" shall mean an Award of an Option, Restricted
Stock, or other right or security consisting of or convertible into Shares.

         (y)      "Stock-Based Award" shall mean an Award of a Stock
Appreciation Right, Dividend Equivalent, Restricted Stock Unit or other right,
the value of which is determined by reference to Shares.

         (z)      "Tandem Option" shall mean a Non-Qualified Option issued in
tandem with a Stock Appreciation Right.


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SECTION 3. ADMINISTRATION

         (a)      Generally. The Plan shall be administered by the Committee.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time, and shall be final, binding and conclusive upon all Persons,
including the Company, any Affiliate, any Participant, any holder or beneficiary
of any Award, any Stockholder, and any employee of the Company or of any
Affiliate. Notwithstanding anything to the contrary contained in this Section 3,
no member of the Committee shall participate in any action of the Committee
directly affecting his rights under the Plan.

         (b)      Powers. Subject to the terms of the Plan and applicable law,
the Committee shall have the full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to each
Participant under the Plan; (iii) determine the number of shares to be covered
by (or with respect to which payments, rights or other matters are to be
calculated in connection with), Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other Awards,
or other property, or canceled, forfeited, or suspended, and the method or
methods by which Awards may be settled, exercised, canceled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what circumstances
cash, Shares, other Awards, other property, and other amounts payable with
respect to an Award under the Plan shall be deferred; (vii) interpret and
administer the Plan and any instruments or agreements relating to, or Award made
under, the Plan; (viii) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.

         (c)      Reliance. Indemnification. The Committee may employ attorneys,
consultants, accountants or other persons and the Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, or Awards made thereunder, and all members of
the Committee shall be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

SECTION 4. SHARES AVAILABLE FOR AWARDS

         (a)      Shares Available. Subject to adjustment as provided in Section
4(b):

                  (i)      Limitation on Number of Shares. Awards issuable under
the Plan are limited such that the maximum aggregate number of Shares with
respect to which Stock Awards and Stock-Based Awards may be granted to any
recipient are 525,000 in any fiscal year, to an aggregate maximum for all
recipients in all years of 4,875,000 (after giving


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effect to the 3-for-2 stock split of the Shares in August 1998) any or all of
which may be subject to Incentive Stock Options or other Awards in the
discretion of the Committee. To the extent that an Award ceases to remain
outstanding by reason of termination of rights granted thereunder, forfeiture or
otherwise, the Shares subject to such Award shall again become available for
Award under the Plan; provided, however, that in the case of the cancellation or
termination of an Option in the same fiscal year that such Option was granted
(or for purposes of determining the maximum number of Options which may be
granted to any recipient under the Plan, the cancellation or termination of the
Option at any time) both the canceled Option and the newly granted Option shall
be counted in determining whether the recipient has received the maximum number
of Options permitted to be issued to any one recipient under the Plan.

                  (ii)     Accounting for Awards. For purposes of this Section
4, for any Award which is denominated in, or with respect to, Shares, the number
of Shares covered by such Award, or to which such Award relates, shall be
counted on the date of grant of such Award against the aggregate number of
Shares available for granting Awards under the Plan; provided, however, that
Awards that operate in tandem with (whether granted simultaneously with or at a
different time from), or that are substituted for, other Awards may be counted
or not counted under procedures adopted by the Committee in order to avoid
double counting. Any Shares that are delivered by the Company pursuant to any
Award, and any Awards that are granted by or become obligations of the Company
through the assumption by the Company or an Affiliate of, or in substitution
for, outstanding awards previously granted by an acquired company shall be
counted against the Shares available for granting Awards under the Plan.

                  (iii)    Sources of Shares Deliverable Under Awards. Any
Shares delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares.

         (b)      Adjustments. In the event that the Committee shall determine
that any (i) subdivision or consolidation of Shares, (ii) stock dividend or
other distribution of property other than cash, (iii) recapitalization or other
capital adjustment of the Company or (iv) merger, consolidation or other
reorganization of the Company or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event,
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(x) the number and type of Shares (or other securities or property) which
thereafter may be made the subject of Awards, (y) the number and type of Shares
(or other securities or property) subject to outstanding Awards, and (z) the
grant, purchase, or exercise price with respect to any Award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, in each case, that with respect to Awards of Incentive
Stock Options no such adjustment shall be authorized to the extent that such
adjustment would cause the Plan to violate Section 422 of the Code or for
compensation otherwise exempt from the


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application of Code Section 162(m) to fail to so qualify for such exemption; and
provided further, however, that the number of Shares subject to any Award
denominated in Shares shall always be a whole number.

SECTION 5. ELIGIBILITY FOR AWARDS

         (a)      Eligibility for Awards. Awards may be granted only to Key
Employees and, solely as provided in Section 5(b) hereof, to directors who are
not otherwise Key Employees. In determining the employees to whom Awards shall
be granted and the number of shares or units to be covered by each Award, the
Committee shall take into account the nature of employees' duties, their present
and potential contributions to the success of the Company and such other factors
as it shall deem relevant in connection with accomplishing the purposes of the
Plan. A director of the Company or a subsidiary who is not also a regular
full-time employee will not be eligible to receive an Award except as provided
in Section 5(b). A Key Employee who has been granted an Award or Awards under
the Plan may be granted an additional Award or Awards, subject to such
limitations as may be imposed by the Code on the grant of Incentive Stock
Options.

         (b)      Awards to Directors. (i) The following provisions shall apply
to the Options to purchase an aggregate of 48,000 Shares (after giving effect to
the 6-for-5 stock split declared by the Board of Directors on April 13, 1995)
granted to the directors who are not Key Employees, which Options were
outstanding on November 15, 1994;

                  (1)      Subject to clauses (2) through (4) below, such
Options shall vest as follows: 25% on April 26, 1994 and 25% on each of the
first, second and third anniversaries of such date;

                  (2)      In the event such director ceases to serve as a
director and is otherwise no longer affiliated with the Company prior to the
vesting in full of the exercisability of such Options according to the schedule
set forth above in clause (1), vesting of previously unvested Options shall be
calculated on a quarterly basis for full calendar quarters served;

                  (3)      Such Options shall immediately vest in full on the
earlier of (x) the Company's becoming subject to the reporting requirements
under the Securities Exchange Act of 1934, as amended, and (y) the merger or
other business combination of the Company in which the Company is not the
surviving corporation or survives only as a subsidiary of another corporation,
the sale of all or substantially all of the assets or outstanding stock of the
Company or other similar transaction that results in the change in control of
the Company; and

                  (4)      In the event of a voluntary resignation or
involuntary removal of the holder of such Options and the occurrence of any of
the events specified in clauses (x) or (y) of Section 5(b)(3) within twelve
months of such resignation or removal, such options


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shall immediately vest in full as of the date of the event specified in clause
(x) or (y) of Section 5(b)(3).

                  (ii)     No other directors who are not Key Employees shall be
entitled to Option grants hereunder.

SECTION 6. AWARDS

         (a)      Options. The Committee is hereby authorized to grant Options
to Participants with the following terms and conditions and with such additional
terms and conditions, in either case not inconsistent with the provisions of the
Plan, as the Committee shall determine:

                  (i)      Exercise Price. The purchase price per Share
purchasable under a Non-Qualified Stock Option shall be determined by the
Committee. The purchase price per Share purchasable under an Incentive Stock
Option shall not be less than 100% (110% in the case of a 10% shareholder as
deemed for purposes of Section 422(c)(5) of the Code) of the Fair Market Value
of a Share on the date of grant of such Incentive Stock Option.

                  (ii)     Option Term. The term of each Non-Qualified Stock
Option shall be faced by the Committee but generally shall not exceed ten (10)
years (five (5) years in the case of a 10% shareholder, as defined for purposes
of Section 422(c)(5) of the Code) from the date of grant. The term of each
Incentive Stock Option shall in no event be more than ten (10) years from the
date of grant.

                  (iii)    Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part, and the method or methods by which, and the form or forms (including,
without limitation, cash, Shares, outstanding Awards or other consideration, or
any combination thereof, having a Fair Market Value on the exercise date equal
to the relevant option price) in which, payment of the option prices with
respect thereto may be made or deemed to have been made.

                  (iv)     Early Termination. The unexercised portion of any
option granted under the Plan will generally be terminated (a) three (3) months
after the date on which the Participant's employment is terminated for any
reason other than (i) cause, (ii) mental or physical disability, (iii) death or
(iv) retirement; (b) immediately upon the termination of the Participant's
employment for cause; (c) Six (6) months after the date on which the
Participant's employment is terminated by reason of mental or physical
disability, or (d) (i) twelve (12) months after the date on which the
Participant's employment is terminated by reason of retirement or the death of
the employee, or (ii) nine (9) months after the date on which the Participant
shall die if such death shall occur during the three (3) month period following
the termination of the Participant's employment by reason of retirement or
mental or physical disability.


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                  (v)      Incentive Stock Options. All terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, or any successor provision thereto, and
any regulations promulgated thereunder. The Fair Market Value of Shares subject
to Incentive Stock Options (determined as of the date such Incentive Stock
Options are granted) exercisable for the first time by any individual during any
calendar year shall in no event exceed $100,000.

         (b)      Stock Appreciation Rights. The Committee is authorized to
grant Stock Appreciation Rights to Participants. Subject to the terms of the
Plan and any applicable Award Agreement, a Stock Appreciation Right granted
under the Plan shall confer upon the holder thereof a right to receive, upon
exercise thereof, an amount in cash equal of the excess of (i) the Fair Market
Value of one Share on the date of exercise over (ii) the Fair Market Value of
one Share on the date of grant of the Stock Appreciation Right. Subject to the
terms of the Plan and any applicable Award Agreement, the grant price, term,
methods of exercise, methods of settlement, and any other terms and conditions
of any Stock Appreciation Right shall be as determined by the Committee. The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate, including, but not limited
to the following: a Participant may not exercise a Stock Appreciation Right if
the aggregate amount to be received as a result of his or her exercise of Stock
Appreciation Rights in the preceding twelve (12) month period exceeds such
Participant's current base salary.

         (c)      Restricted Stock and Restricted Stock Units. The Committee is
hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units
to Participants subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to vote a Share of
Restricted Stock or the right to receive any dividend or other right or
property), which restrictions may lapse separately or in combination at such
time or times, in such installments or otherwise, as the Committee may deem
appropriate but not inconsistent with the provisions of the Plan:

                  (i)      Registration. Any Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in
respect of shares of Restricted Stock granted 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
Restricted Stock.

                  (ii)     Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment (as determined under criteria
established by the Committee) for any reason during the applicable restriction
period, all shares of Restricted Stock and all Restricted Stock Units still, in
either case, subject to restriction shall be forfeited to and reacquired by the
Company; provided, however, that the Committee may, when it finds that a waiver
would be in the best interest of the Company, waive in whole, or in part, any or


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all remaining restrictions with respect to shares of Restricted Stock or
Restricted Stock Units.

                  (iii)    Lapse of Restrictions. Unrestricted Shares, evidenced
in such manner as the Committee shall deem appropriate, shall be delivered to
the holder of Restricted Stock promptly after such Restricted Stock shall become
Released Securities.

         (d)      Dividend Equivalents. The Committee is hereby authorized to
grant Awards to Participants under which the holders thereof shall be entitled
to receive payments equivalent to dividends with respect to a number of Shares
and payable on such date or dates as determined by the Committee, and the
Committee may provide that such amounts (if any) shall be deemed to have been
reinvested in additional Shares or otherwise reinvested. Subject to the terms of
the Plan any applicable Award Agreement, such Awards may have such terms and
conditions as the Committee shall determine.

         (e)      Other Awards. The Committee is hereby authorized, to the
extent permitted under Rule 16b-3 and applicable law, to grant to Participants
such other Awards that are denominated or payable in, valued in whole or in part
by reference to, or otherwise based on or related to, Shares (including, without
limitation, securities, convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall determine the terms and
conditions of such Awards. Shares or other securities delivered to a Participant
pursuant to a purchase right granted under this Section 6(e) shall be purchased
for such consideration, which may be paid by such method or methods and in such
form or forms, including, without limitation, cash, Shares, outstanding Awards,
or other consideration, or any combination thereof, as the Committee shall
determine.

         (f)      Performance Awards. The Committee is hereby authorized to
grant Performance Awards to Participants. Subject to the terms of the Plan and
any applicable Award Agreement, a Performance Award granted under the Plan (i)
may be denominated as a Stock Award or a Stock Based Award and payable in cash,
Shares, other securities or other property and (ii) shall confer on the holder
thereof rights valued as determined by the Committee and payable to, or
exercisable by, the holder of the Performance Award, in whole or in part, upon
the achievement of such performance goals and during such performance periods as
the Committee shall establish. Subject to the terms of the Plan and applicable
Award Agreement, the performance goals to be achieved during any performance
period, the length of any performance period, and the amount of any payment or
transfer to be made pursuant to any Performance Award shall be determined by the
Committee.

         (g)      General.

                  (i)      No Cash Consideration for Awards. Awards shall be
granted for no cash consideration or such minimal cash consideration as may be
required by applicable law.


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                  (ii)     Awards may be Granted Separately or Together. Awards
may, at the discretion of the Committee, be granted either alone or in addition
to, in tandem with, or in substitution for any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in addition
to or in tandem with other Awards, in addition to or in tandem with awards
granted under any other plan of the Company or any Affiliate, may be granted
either at the same time as or at a different time from the grant of such other
Awards or awards; provided, that any Tandem Option shall be subject to the
following provisions: upon exercise of an Option issued as part of a Tandem
Option, the participant shall be entitled to a credit toward the option exercise
price equal to the value of the Stock Appreciation Rights issued in tandem with
the Option exercised, but not in an amount that would exceed the amount of the
federal income tax deduction allowed to the Company in respect of such Stock
Appreciation Rights. Upon such exercise of a Tandem Option, the related Stock
Appreciation Right shall terminate and the value of such Stock Appreciation
Right shall be limited to such credit. Upon the exercise of a Stock Appreciation
Right issued as part of a Tandem Option, the Option to which such Stock
Appreciation Right relates shall cease to be exercisable to the extent of the
number of Shares with respect to which the Stock Appreciation Right was
exercised.

                  (iii)    Forms of Payment Under Awards. Subject to the terms
of the Plan and of any applicable Award Agreement, payment or transfers to be
made by the Company or an Affiliate upon the grant or exercise of an Award may
be made in such form or forms as the Committee shall determine, including,
without limitation, cash, Shares, other securities, other Awards, or other
property, or any combination thereof, and may be made in a single payment or
transfer, in installments, or on a deferred basis, in each case in accordance
with rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payments or the
grant of crediting of Dividend Equivalents in respect of installment or deferred
payments denominated in Shares on other securities.

                  (iv)     Limits on Transfer of Awards. No Award (other than
Released Securities), and no right under any such Award, shall be assignable,
alienable, salable, or transferable by a Participant otherwise than by will or
by the laws of descent and distribution (or, in the case of an Award of
Restricted Securities, to the Company); provided, however, that, if so
determined by the Committee, a Participant may, in the manner established by the
Committee, designate a beneficiary or beneficiaries to exercise the rights of
the Participant, and to receive any property distributable, with respect to any
Award upon the death of the Participant. Each Award, and each right under any
Award, shall be exercisable, during the Participant's lifetime, only by the
Participant or, if permissible under applicable law with respect to any Award
that is not an Incentive Stock Option, by the Participant's guardian or legal
representative. No Award (other than Released Securities), and no right under
any such Award, may be pledged, alienated, attached, or otherwise encumbered,
and any purported pledge, alienation, attachment, or


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encumbrance thereof shall be void and unenforceable against the Company or any
Affiliate.

                  (v)      Term of Awards. Except as set forth in Section
6(a)(ii), the term of each Award shall be for such period as may be determined
by the Committee.

                  (vi)     Share Certificates. All certificates for Shares or
other securities of the Company or any Affiliate delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations, and other restrictions of the Securities and
Exchange Commission, any stock exchange upon which such Shares or other
securities are 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.

SECTION 7. AMENDMENT AND TERMINATION

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

         (a)      Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan, except that any amendment, alteration,
suspension, discontinuation, or termination that would impair the rights of any
Participant, or any other holder or beneficiary of any Award theretofore
granted, shall require the consent of such Participant, other holder or
beneficiary of an Award. Notwithstanding the foregoing, the Board may condition
any amendment on the approval of the stockholders of the Company if such
approval is necessary or advisable with respect to tax (including Code Sections
162(m) and 422), securities or other applicable laws and rules and regulations
to which the Company, this Plan, Participants or other applicable Persons are
subject.

         (b)      Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

SECTION 8. GENERAL PROVISIONS.

         (a)      No Rights to Awards. No Key Employee or Participant shall have
any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Key Employees, Participants, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of Awards need
not be the same with respect to each recipient.

         (b)      Withholding. The Company or any Affiliate shall be authorized
to withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, or other
property) of withholding


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taxes due in respect of an Award, its exercise, or any payment or transfer under
such Awards or under the Plan and to take such other action as may be necessary
in the opinion of the Company to satisfy all obligations for the payment of such
taxes. In case of Awards paid in Shares, the Participant or other person
receiving such Shares may be required to pay the Company or Affiliate, as
appropriate, the amount of any such withholding taxes which is required to be
withheld with respect to such Shares.

         (c)      No Limit on Other Plans. Nothing contained in the Plan shall
prevent the Company or any Affiliate from adopting or continuing in effect other
or additional compensation arrangements and such arrangements may be either
generally applicable or applicable only in specific cases.

         (d)      No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

         (e)      Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.

         (f)      Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan, such provision shall be deemed void, stricken and the remainder of
the Plan and any such Award shall remain in full force and effect.

         (g)      No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

         (h)      No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

         (i)      Headings. Headings are given to the Sections and subsections
of the Plan solely as a convenience to facilitate reference. Such headings shall


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<PAGE>   13

not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision hereof.

SECTION 9. EFFECTIVE DATE OF THE PLAN

         The Plan is effective as of November 14, 1994. The amendments to the
Plan are effective upon stockholder approval thereof.

SECTION 10. TERM OF THE PLAN

         The Plan shall continue until the earlier of (i) the date on which all
Stock Awards and Stock Based Awards issuable hereunder have been issued, or (ii)
the termination of the Plan by the Board. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award theretofore
granted may extend beyond such date and the authority of the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under any such Award, and the authority of the Board to
amend the Plan, shall extend beyond such date. Notwithstanding anything to the
contrary in this Section 10, no Incentive Stock Options may be granted under the
Plan more than ten (10) years after the date of adoption of the Plan.


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