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                                                                    Exhibit 99.1

                   OCCUPATIONAL HEALTH + REHABILITATION INC

                                1998 STOCK PLAN
                        (as amended December 20, 2000)


SECTION 1.  Purpose
---------   -------

     The purpose of the 1998 Stock Plan (the "Plan") is to secure for
Occupational Health + Rehabilitation Inc (the "Company"), its parent (if any)
and any subsidiaries of the Company (collectively the "Related Companies") the
benefits arising from capital stock ownership by those employees, directors,
officers and consultants of the Company and any Related Companies who will be
responsible for the Company's future growth and continued success.

     The Plan will provide a means whereby (a) employees of the Company and any
Related Companies may purchase stock in the Company pursuant to options which
qualify as "incentive stock options" ("Incentive Stock Options") under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), (b)
directors, employees and consultants of the Company and any Related Companies
may purchase stock in the Company pursuant to options granted hereunder which do
not qualify as Incentive Stock Options ("Non-Qualified Option" or "Non-Qualified
Options"); (c) directors, employees and consultants of the Company and any
Related Companies may be awarded stock in the Company ("Awards"); and (d)
directors, employees and consultants of the Company and any Related Companies
may receive stock appreciation rights ("SARs"). Both Incentive Stock Options and
Non-Qualified Options are referred to hereafter individually as an "Option" and
collectively as "Options." As used herein, the terms "parent" and "subsidiary"
mean "parent corporation" and "subsidiary corporation" as those terms are
defined in Section 424 of the Code. Options, Awards and SARs are referred to
hereafter individually as a "Plan Benefit" and collectively as "Plan Benefits."
Directors, employees and consultants of the Company and any Related Companies
are referred to herein as "Participants."


SECTION 2.  Administration
---------   --------------

     2.1  Board of Directors and the Committee. The Plan will be administered by
          ------------------------------------
the Board of Directors of the Company whose construction and interpretation of
the terms and provisions hereof shall be final and conclusive. Any director to
whom a Plan Benefit is awarded shall be ineligible to vote upon his or her Plan
Benefit, but Plan Benefits may be granted to any such director by a vote of the
remainder of the directors, except as limited below. The Board of Directors may
in its sole discretion grant Options, issue shares upon exercise of such
Options, grant Awards and grant SARs all as provided in the Plan. The Board of
Directors shall have authority, subject to the express provisions of the Plan,
to construe the Plan and its related agreements, to prescribe, amend and rescind
rules
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and regulations relating to the Plan, to determine the terms and provisions of
the respective Option, Award and SAR agreements, which need not be identical,
and to make all other determinations in the judgment of the Board of Directors
necessary or desirable for the administration of the Plan. The Board of
Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any related agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect, and it shall be
the sole and final judge of such expediency. No director shall be liable for any
action or determination made in good faith. The Board of Directors may delegate
any or all of its powers under the Plan to a Compensation Committee or other
Committee (the "Committee") appointed by the Board of Directors consisting of at
least two members of the Board of Directors. If Plan Benefits are to be approved
solely by a Committee, the members of the Committee shall at all times be: (i)
"outside directors" as that term is defined in Treas. Reg. (S)1.162-27(e)(3) (or
any successor regulation); and (ii) "non-employee directors" within the meaning
of Rule 16b-3 (or any successor rule) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as such terms are interpreted from time to
time. If the Committee is so appointed, all references to the Board of Directors
herein shall mean and relate to such Committee, unless the context otherwise
requires.

     2.2   Compliance with Section 162(m) of the Code. Section 162(m) of the
           ------------------------------------------
Code generally limits the tax deductibility to publicly held companies of
compensation in excess of $1,000,000 paid to certain "covered employees"
("Covered Employees"). It is the Company's intention to preserve the
deductibility of such compensation to the extent it is reasonably practicable
and to the extent it is consistent with the Company's compensation objectives.
For purposes of this Plan, Covered Employees of the Company shall be those
employees of the Company described in Section 162(m)(3) of the Code.


SECTION 3. Eligibility
---------  -----------

     3.1   Incentive Stock Options. Participants who are employees shall be
           -----------------------
eligible to receive Incentive Stock Options pursuant to the Plan; provided that
no person shall be granted any Incentive Stock Option under the Plan who, at the
time such Option is granted, owns, directly or indirectly, Common Stock of the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its Related Companies, unless the
requirements of Section 6.6(b) hereof are satisfied. In determining whether this
10% threshold has been reached, the stock attribution rules of Section 424(d) of
the Code shall apply. Directors who are not regular employees are not eligible
to receive Incentive Stock Options.

     3.2   Non-Qualified Options, Awards and SARs. Non-Qualified Options, Awards
           --------------------------------------
and SARs may be granted to any Participant.

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     3.3   Generally. The Board of Directors may take into consideration a
           ---------
Participant's individual circumstances in determining whether to grant an
Incentive Stock Option, a Non-Qualified Option, an Award or an SAR. Granting of
any Option, Award or SAR for any individual shall neither entitle that
individual to, nor disqualify that individual from, participation in any other
grant of Plan Benefits.


SECTION 4. Stock Subject to Plan
---------  ---------------------

     Subject to adjustment as provided in Sections 10 and 11 hereof, the stock
to be offered under the Plan shall consist of shares of the Company's Common
Stock, $.001 par value, and the maximum number of shares which will be reserved
for issuance, and in respect of which Plan Benefits may be granted pursuant to
the provisions of the Plan, shall not exceed in the aggregate 529,000 shares.
Such shares may be authorized and unissued shares, treasury shares or shares
purchased on the open market. If an Option or SAR granted hereunder shall expire
or terminate for any reason without having been exercised in full, or if the
Company shall reacquire any unvested shares issued pursuant to Awards, the
unpurchased shares subject thereto and any unvested shares so reacquired shall
again be available for subsequent grants of Plan Benefits under the Plan. Stock
issued pursuant to the Plan may be subject to such restrictions on transfer,
repurchase rights or other restrictions as shall be determined by the Board of
Directors.


SECTION 5. Granting of Options, SARs and Awards
---------  ------------------------------------

     Plan Benefits may be granted under the Plan at any time after January 16,
1998 (the date of approval of the Plan by the Board of Directors), subject to
approval of the Plan by the stockholders of the Company, and prior to January
16, 2008; provided, however, that nothing in the Plan shall be construed to
obligate the Company to grant Plan Benefits to a Participant or anyone claiming
under or through a Participant. The date of grant of Plan Benefits under the
Plan will be the date specified by the Board of Directors at the time the Board
of Directors grants such Plan Benefits; provided, however, that such date shall
not be prior to the date on which the Board of Directors takes such action. The
Board of Directors shall have the right, with the consent of a Participant, to
convert an Incentive Stock Option granted under the Plan to a Non-Qualified
Option pursuant to Section 6.7. Plan Benefits may be granted alone or in
addition to other grants under the Plan.

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SECTION 6. Special Provisions Applicable to Options and SARs
---------  -------------------------------------------------

     6.1   Purchase Price and Shares Subject to Options and SARs.
           -----------------------------------------------------

           (a) The purchase price per share of Common Stock deliverable upon the
     exercise of an Option shall be determined by the Board of Directors;
     provided, however, that (i) in the case of an Incentive Stock Option, the
     --------  -------
     exercise price shall not be less than 100% of the fair market value of such
     Common Stock on the day the Option is granted (except as modified in
     Section 6.6(b) hereof), and (ii) in the case of a Non-Qualified Option, the
     exercise price shall not be less than 50% of the fair market value on the
     day such Option is granted.

           (b) Options granted under the Plan may provide for the payment of the
     exercise price by delivery of (i) cash or a check payable to the order of
     the Company in an amount equal to the exercise price of such Options, (ii)
     shares of Common Stock of the Company owned by the Participant having a
     fair market value equal in amount to the exercise price of the Options
     being exercised, or (iii) any combination of (i) and (ii). The fair market
     value of any shares of the Company's Common Stock which may be delivered
     upon exercise of an Option shall be determined by the Board of Directors.
     The Board of Directors may also permit Participants, either on a selective
     or aggregate basis, to simultaneously exercise Options and sell the shares
     of Common Stock thereby acquired, pursuant to a brokerage or similar
     arrangement, approved in advance by the Board of Directors, and to use the
     proceeds from such sale as payment of the purchase price of such shares.

           (c) If, at the time an Option is granted under the Plan, the
     Company's Common Stock is publicly traded, "fair market value" shall be
     determined as of the last business day for which the prices or quotes
     discussed in this sentence are available prior to the date such Option is
     granted (the "Determination Date") and shall mean (i) the average (on the
     Determination Date) of the high and low prices of the Common Stock on the
     principal national securities exchange on which the Common Stock is traded,
     if such Common Stock is then traded on a national securities exchange; (ii)
     the last reported sale price (on the Determination Date) of the Common
     Stock on The Nasdaq Stock Market if the Common Stock is not then traded on
     a national securities exchange; or (iii) the closing bid price (or average
     of bid prices) last quoted (on the Determination Date) by an established
     quotation service for over-the-counter securities, if the Common Stock is
     not reported on The Nasdaq Stock Market. However, if the Common Stock is
     not publicly traded at the time an Option is granted under the Plan, "fair
     market value" shall be deemed to be the fair value of the Common Stock as
     determined by the Board of Directors after taking into consideration all
     factors which it deems appropriate, including, without

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     limitation, recent sale and offer prices of the Common Stock in private
     transactions negotiated at arm's length.

           (d) The maximum number of shares with respect to which Options or
     SARs may be granted to any employee, including any transactions
     contemplated by Treas. Reg. (S)1.162-27(e)(2)(vi), shall be limited to
     100,000 shares in any calendar year.

     6.2   Duration of Options and SARs. Subject to Section 6.6(b) hereof, each
           ----------------------------
Option and SAR and all rights thereunder shall be expressed to expire on such
date as the Board of Directors may determine, but in no event later than ten
years from the day on which the Option or SAR is granted and shall be subject to
earlier termination as provided herein.

     6.3   Exercise of Options and SARs.
           -----------------------------

           (a) Subject to Section 6.6(b) hereof, each Option and SAR granted
     under the Plan shall be exercisable at such time or times and during such
     period as shall be set forth in the instrument evidencing such Option or
     SAR, with vesting to occur in equal annual installations over a four-year
     period unless otherwise approved by the Board of Directors. To the extent
     that an Option or SAR is not exercised by a Participant when it becomes
     initially exercisable, it shall not expire but shall be carried forward and
     shall be exercisable, on a cumulative basis, until the expiration of the
     exercise period. No partial exercise may be for less than ten (10) full
     shares of Common Stock (or its equivalent).

           (b) The Board of Directors shall have the right to accelerate the
     date of exercise of any installments of any Option or SAR; provided that
     the Board of Directors shall not accelerate the exercise date of any
     installment of any Option granted to a Participant as an Incentive Stock
     Option (and not previously converted into a Non-Qualified Option pursuant
     to Section 6.7) if such acceleration would violate the annual vesting
     limitation contained in Section 422(d)(1) of the Code, which provides
     generally that the aggregate fair market value (determined at the time the
     Option is granted) of the stock with respect to which Incentive Stock
     Options granted to any Participant are exercisable for the first time by
     such Participant during any calendar year (under all plans of the Company
     and any Related Companies) shall not exceed $100,000.

     6.4   Nontransferability of Options and SARs. No Option or SAR granted
           --------------------------------------
under the Plan shall be assignable or transferable by the Participant, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, with respect to Non-Qualified Options and SARs, pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act ("ERISA")

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or the rules promulgated thereunder or unless the Participant's non-qualified
stock option agreement granting such options (the "Non-Qualified Stock Option
Agreement") or the Participant's SAR agreement granting such SARs (the "SAR
Agreement") provides otherwise. Unless otherwise provided by the Non-Qualified
Stock Option Agreement or the SAR Agreement, as applicable, during the life of
the Participant, the Option or SAR shall be exercisable only by him or her. If
any Participant should attempt to dispose of or encumber his or her Options or
SARs, other than in accordance with the applicable terms of a Non-Qualified
Stock Option Agreement or SAR Agreement, his or her interest in such Options or
SARs shall terminate.

     6.5   Effect of Termination of Employment or Death on Options and SARs.
           ----------------------------------------------------------------

           (a) If a Participant ceases to be employed by the Company or a
     Related Company for any reason, including retirement but other than death,
     any Option or SAR granted to such Participant under the Plan shall
     immediately terminate; provided, however, that any portion of such Option
                            --------  -------
     or SAR which was otherwise exercisable on the date of termination of the
     Participant's employment may be exercised within the three-month period
     following the date on which the Participant ceased to be so employed, but
     in no event after the expiration of the exercise period. Any such exercise
     may be made only to the extent of the number of shares subject to the
     Option or SAR which were purchasable or exercisable on the date of such
     termination of employment. If the Participant dies during such three-month
     period, the Option or SAR shall be exercisable by the Participant's
     personal representatives, heirs or legatees to the same extent and during
     the same period that the Participant could have exercised the Option or SAR
     on the date of his or her death.

           (b) If the Participant dies while an employee of the Company or any
     Related Company, any Option or SAR granted to such Participant under the
     Plan shall be exercisable by the Participant's personal representatives,
     heirs or legatees, for the purchase of or exercise relative to that number
     of shares and to the same extent that the Participant could have exercised
     the Option or SAR on the date of his or her death. The Option or SAR or any
     unexercised portion thereof shall terminate unless so exercised prior to
     the earlier of the expiration of six months from the date of such death or
     the expiration of the exercise period.

     6.6   Designation of Incentive Stock Options; Limitations. Options granted
           ---------------------------------------------------
under the Plan which are intended to be Incentive Stock Options qualifying under
Section 422 of the Code shall be designated as Incentive Stock Options and shall
be subject to the following additional terms and conditions:

           (a) Dollar Limitation. The aggregate fair market value (determined at
               -----------------
     the time the option is granted) of the Common Stock for which Incentive
     Stock

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<PAGE>

     Options are exercisable for the first time during any calendar year by any
     person under the Plan (and all other incentive stock option plans of the
     Company and any Related Companies) shall not exceed $100,000. In the event
     that Section 422(d)(1) of the Code is amended to alter the limitation set
     forth therein so that following such amendment such limitation shall differ
     from the limitation set forth in this Section 6.6(a), the limitation of
     this Section 6.6(a) shall be automatically adjusted accordingly.

           (b) 10% Stockholder. If any Participant to whom an Incentive Stock
               ---------------
     Option is to be granted pursuant to the provisions of the Plan is on the
     date of grant the owner of stock possessing more than 10% of the total
     combined voting power of all classes of stock of the Company or any Related
     Companies, then the following special provisions shall be applicable to the
     Incentive Stock Option granted to such individual:

               (i)  The option price per share of the Common Stock subject to
          such Incentive Stock Option shall not be less than 110% of the fair
          market value of one share of Common Stock on the date of grant; and

               (ii) The option exercise period shall not exceed five years from
          the date of grant.

     In determining whether the 10% threshold has been reached, the stock
     attribution rules of Section 424(d) of the Code shall apply.

           (c) Except as modified by the preceding provisions of this Section
     6.6, all of the provisions of the Plan shall be applicable to Incentive
     Stock Options granted hereunder.


     6.7   Conversion of Incentive Stock Options into Non-Qualified Options;
           -----------------------------------------------------------------
Termination of Incentive Stock Options. The Board of Directors, at the written
--------------------------------------
request of any Participant, may in its discretion take such actions as may be
necessary to convert such Participant's Incentive Stock Options (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such Incentive Stock Options, regardless of whether the
Participant is an employee of the Company or a Related Company at the time of
such conversion. Such actions may include, but not be limited to, extending the
exercise period or reducing the exercise price of the appropriate installments
of such Options. At the time of such conversion, the Board of Directors (with
the consent of the Participant) may impose such conditions on the exercise of
the resulting Non-Qualified Options as the Board of Directors in its discretion
may determine, provided that such conditions shall not be inconsistent with the
Plan. Nothing in the Plan shall be deemed to give any Participant

                                       7
<PAGE>

the right to have such Participant's Incentive Stock Options converted into Non-
Qualified Options, and no such conversion shall occur until and unless the Board
of Directors takes appropriate action. The Board of Directors, with the consent
of the Participant, may also terminate any portion of any Incentive Stock Option
that has not been exercised at the time of such termination.

     6.8  Stock Appreciation Rights. An SAR is the right to receive, without
          -------------------------
payment, an amount equal to the excess, if any, of the fair market value of a
share of Common Stock on the date of exercise over the grant price, which amount
will be multiplied by the number of shares with respect to which the SARs shall
have been exercised. The grant of SARs under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the express terms of the Plan, as the Board of
Directors shall deem desirable:

     (a)  Grant. SARs may be granted in tandem with, in addition to or
          -----
completely independent of any Plan Benefit.

     (b)  Grant Price. The grant price of an SAR may be the fair market value of
          -----------
a share of Common Stock on the date of grant or such other price as the Board of
Directors may determine.

     (c)  Exercise. An SAR may be exercised by a Participant in accordance with
          --------
procedures established by the Board of Directors or as otherwise provided in any
agreement evidencing any SARs. The Board of Directors may provide that an SAR
shall be automatically exercised on one or more specified dates.

     (d)  Form of Payment. Payment upon exercise of an SAR may be made in cash,
          ---------------
in shares of Common Stock or any combination thereof, as the Board of Directors
shall determine, provided, however, that any SAR exercised upon or subsequent to
the occurrence of a Change in Control (as defined in Section 11(a) hereof) shall
be paid in cash.

     (e)  Fair Market Value. Fair market value shall be determined in accordance
          -----------------
with Section 6.1(c) with the "Determination Date" being determined by reference
to the date of grant or the date of exercise of an SAR, as applicable.

     6.9  Rights as a Stockholder. The holder of an Option or SAR shall have no
          -----------------------
rights as a stockholder with respect to any shares covered by the Option or SAR
until the date of issue of a stock certificate to him or her for such shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate is issued.

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     6.10  Special Provisions Applicable to Non-Qualified Options and SARs
           ---------------------------------------------------------------
Granted to Covered Employees. In order for the full value of Non-Qualified
----------------------------
Options or SARs granted to Covered Employees other than Non-Qualified Options or
SARs granted pursuant to Section 8 hereof, to be deductible by the Company for
federal income tax purposes, the Company may intend for such Non-Qualified
Options or SARs to be treated as "qualified performance-based compensation" as
described in Treas. Reg. (S)1.162-27(e) (or any successor regulation). In such
case, Non-Qualified Options or SARs granted to Covered Employees shall be
subject to the following additional requirements:

           (a) such options and rights shall be granted only by the
     Committee; and

           (b) the exercise price of such Options and the grant price of such
     SARs granted shall in no event be less than the fair market value of the
     Common Stock as of the date of grant of such Options or SARs.


SECTION 7. Special Provisions Applicable to Awards
---------  ---------------------------------------

     7.1   Grants of Awards. The Board of Directors may grant a Participant
           ----------------
an Award subject to such terms and conditions as the Board of Directors deems
appropriate, including, without limitation, restrictions on the pledging, sale,
assignment, transfer or other disposition of such shares and the requirement
that the Participant forfeit all or a portion of such shares back to the Company
upon termination of employment.

     7.2   Conditions. Approvals of Awards may be subject to the following
           ----------
conditions:

           (a) Each Participant receiving an Award shall enter into an agreement
     (a "Stock Restriction Agreement") with the Company, if required by the
     Board of Directors, in a form specified by the Board of Directors agreeing
     to such terms and conditions of the Award as the Board of Directors deems
     appropriate.

           (b) Shares issued and transferred to a Participant pursuant to an
     Award may, if required by the Board of Directors, be deposited with the
     Treasurer or other officer of the Company designated by the Board of
     Directors to be held until the lapse of the restrictions upon such shares,
     and each Participant shall execute and deliver to the Company stock powers
     enabling the Company to exercise its rights hereunder.

           (c) Certificates for shares issued pursuant to an Award shall, if
     the Company shall deem it advisable, bear a legend to the effect that they
     are issued subject to specified restrictions.

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<PAGE>

           (d) Certificates representing the shares issued pursuant to an Award
     shall be registered in the name of the Participant and shall be owned by
     such Participant. Such Participant shall be the holder of record of such
     shares for all purposes, including voting and receipt of dividends paid
     with respect to such shares.

           (e) If required by the Board of Directors, no Participant receiving
     an Award shall make, in connection with such Award, the election permitted
     under Section 83(b) of the Code.

     7.3   Nontransferability. Shares issued pursuant to an Award may not be
           ------------------
sold, assigned, transferred, alienated, commuted, anticipated, or otherwise
disposed of (except, subject to the provisions of such Participant's Stock
Restriction Agreement, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA or the rules promulgated thereunder), or pledged or hypothecated as
collateral for a loan or as security for the performance of any obligation, or
be otherwise encumbered, and are not subject to attachment, garnishment,
execution or other legal or equitable process, prior to the lapse of
restrictions on such shares, and any attempt at action in contravention of this
Section shall be null and void. If any Participant should attempt to dispose of
or encumber his or her shares issued pursuant to an Award prior to the lapse of
the restrictions imposed on such shares, his or her interest in such shares
shall terminate.

     7.4   Effect of Termination of Employment or Death on Awards. If, prior to
           ------------------------------------------------------
the lapse of restrictions applicable to Awards, the Participant ceases to be an
employee of the Company or the Related Companies for any reason, Awards to such
Participant, as to which restrictions have not lapsed, shall be forfeited to the
Company, effective on the date of the Participant's termination of employment.
The Board of Directors shall have the sole power to decide in each case to what
extent leaves of absence shall be deemed a termination of employment.


SECTION 8.  Performance Objectives
---------   ----------------------

     The Committee may, in its discretion, designate any Plan Benefit that is
subject to the achievement of performance conditions as a performance-based Plan
Benefit subject to this Section 8, in order to qualify such Plan Benefit as
"qualified performance-based compensation" as described in Treas. Reg. (S)1.162-
27(e) (or any successor regulation). The performance objectives for a Plan
Benefit subject to this Section 8 shall consist of one or more business criteria
and a targeted level or levels of performance with respect to such criteria, as
specified by the Committee but subject to this Section 8. Such performance
objectives shall be objective and shall otherwise meet the requirements of
Section

                                       10
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162(m)(4)(C) of the Code and regulations thereunder. Business criteria used by
the Committee in establishing such performance objectives shall be selected
exclusively from among the following:

           (1)  Pre-tax income;
           (2)  Operating profit;
           (3)  Return to stockholders;
           (4)  Return on equity;
           (5)  Earnings per share;
           (6)  Revenues and revenue growth;
           (7)  Cash flow
           (8)  Company-created income (for example, income due to Company-
                initiated cost reductions or productivity improvements)
           (9)  Stock price; and/or
          (10)  Strategic business criteria, consisting of one or more
                objectives based on region or center performance compared to
                budget, meeting specified revenue, market penetration, business
                expansion goals, cost targets, and goals relating to
                affiliations, joint ventures, acquisitions and divestitures.

          The levels of performance required with respect to such business
criteria may be expressed in absolute or relative levels. Achievement of
performance objectives with respect to such Plan Benefits shall be measured over
such periods as the Committee may specify. Performance objectives may differ for
such Plan Benefits to different Participants. The Committee shall specify the
weighing to be given to each performance objective for purposes of determining
the final amount payable with respect to any such Plan Benefit. The Committee
may, in its discretion, reduce the amount of a payout otherwise to be made in
connection with a Plan Benefit subject to this Section 8, but may not exercise
discretion to increase such amount, and the Committee may consider other
performance criteria in exercising such discretion. All determinations by the
Committee as to the achievement of performance objectives shall be in writing.
Any Plan Benefit designated as performance-based pursuant to this Section 8
shall be granted only by the Committee, and the Committee may not delegate any
responsibility with respect to a Plan Benefit subject to this Section 8.

SECTION 9. Requirements of Law
---------  -------------------

     9.1   Violations of Law. No shares shall be issued and delivered upon
           -----------------
exercise of any Option or the making of any Award or the payment of any SAR
unless and until, in the opinion of counsel for the Company, any applicable
registration requirements of the Securities Act of 1933, any applicable listing
requirements of any national securities exchange on which stock of the same
class is then listed, and any other requirements of law or of any regulatory
bodies having jurisdiction over such issuance and delivery, shall have been
fully complied with. Each Participant may, by accepting Plan Benefits, be
required to

                                       11
<PAGE>

represent and agree in writing, for himself or herself and for his or her
transferees by will or the laws of descent and distribution, that the stock
acquired by him, her or them is being acquired for investment. The requirement
for any such representation may be waived at any time by the Board of Directors.

     9.2     Compliance with Rule 16b-3. The intent of this Plan is to qualify
             --------------------------
for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent
any provision of the Plan does not comply with the requirements of Rule 16b-3,
it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Board of Directors and shall not affect the validity of the
Plan. In the event Rule 16b-3 is revised or replaced, the Board of Directors may
exercise discretion to modify this Plan in any respect necessary to satisfy the
requirements of the revised exemption or its replacement.


SECTION 10.  Recapitalization
----------   ----------------

     In the event that dividends are payable in Common Stock of the Company or
in the event there are splits, sub-divisions or combinations of shares of Common
Stock of the Company, the number of shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
shares deliverable upon the exercise thereafter of any Option previously granted
shall be increased or decreased proportionately, as the case may be, without
change in the aggregate purchase price, and the number of shares to which
granted SARs relate shall be increased or decreased proportionately, as the case
may be, and the grant price of such SARs shall be decreased or increased
proportionately, as the case may be.


SECTION 11.  Change in Control and Reorganization
----------   ------------------------------------

             (a) For purposes of this Plan, a "Change in Control" shall mean (i)
     the acquisition by a third person, including a "person" as defined in
     Section 13(d)(3) of the Exchange Act, of beneficial ownership (as defined
     in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities
     of the Company representing twenty-five percent (25%) or more of the total
     number of votes that may be cast for the election of the directors of the
     Company; or (ii) as the result of, or in connection with, any tender or
     exchange offer, merger, consolidation or other business combination, sale
     of assets or one or more contested elections, or any combination of the
     foregoing transactions, the persons who were directors of the Company shall
     cease to constitute a majority of the Board of the Company. In the event of
     a Change in Control of the Company, except as the Board of Directors may
     expressly provide otherwise at the time of the Change in Control or in a
     Participant's agreement governing an Option, Award or SAR, (i) vesting of
     Options and SARs shall accelerate such that (1) upon the Change in Control,
     the Participant would be

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<PAGE>

     entitled to exercise his or her Options and/or SARs to the extent of 50% of
     the number of shares not otherwise exercisable at the time of the Change in
     Control, (2) beginning six months after the Change in Control, the
     Participant would be entitled to exercise his or her Options and/or SARs to
     the extent of an additional 25% of the number of shares not otherwise
     exercisable at the time of the Change in Control, and (3) beginning
     eighteen months after the Change in Control, the Participant would be
     entitled to exercise his or her Options and/or SARs to the extent of an
     additional 25% of the number of shares not otherwise exercisable at the
     time of the Change in Control; in each case, unless such Options and/or
     SARs would vest sooner pursuant to the terms of their original grant, in
     which case they shall vest at such earlier date, but in no event will
     Options or SARs vest prior to six months from the date of grant; and (ii) a
     Participant who is an officer of the Company (including the controller) who
     is terminated other than for cause or who resigns because of a significant
     diminution of his or her duties and responsibilities, in either case within
     180 days before a Change in Control or within eighteen months after a
     Change in Control and in conjunction with such Change in Control, shall be
     entitled to exercise his or her Options and/or SARs to the extent of 100%
     of the number of shares covered thereby. For purposes of this Plan, "cause"
     shall mean (x) conviction of a felony, (y) commission of an act of fraud or
     embezzlement against the Company or the commission of any other action with
     the intent to injure the Company, and (z) material misconduct in the
     performance of the Participant's duties or any material neglect of his or
     her duties to the Company.

          (b)  In the case of any tender or exchange offer, merger,
     consolidation or other business combination or sale of all or substantially
     all of the assets of the Company, which does not constitute a Change in
     Control, or in the case of a reorganization or liquidation of the Company,
     the Board of Directors of the Company, or the board of directors of any
     corporation assuming the obligations of the Company hereunder, shall, as to
     outstanding Plan Benefits, (i) make appropriate provision for the
     protection of any such outstanding Plan Benefits by the substitution on an
     equitable basis of appropriate stock of the Company or of the merged,
     consolidated or otherwise reorganized corporation which will be issuable in
     respect of the shares of Common Stock of the Company; provided only that
     the excess of the aggregate fair market value of the shares subject to the
     Plan Benefits immediately after such substitution over the purchase price
     thereof is not more than the excess of the aggregate fair market value of
     the shares subject to such Plan Benefits immediately before such
     substitution over the purchase price thereof, (ii) upon written notice to
     the Participants, provide that all unexercised Plan Benefits must be
     exercised within a specified number of days of the date of such notice or
     such Plan Benefits will be terminated, or (iii) upon written notice to the
     Participants, provide that the Company or the merged, consolidated or
     otherwise reorganized corporation shall have the right, upon the effective
     date of any such merger, consolidation, sale of assets or reorganization,
     to purchase all Plan Benefits

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<PAGE>

     held by each Participant and unexercised as of that date at an amount equal
     to the aggregate fair market value on such date of the shares subject to
     the Plan Benefits held by such Participant over the aggregate purchase or
     grant price therefor, such amount to be paid in cash or, if stock of the
     merged, consolidated or otherwise reorganized corporation is issuable in
     respect of the shares of the Common Stock of the Company, then, in the
     discretion of the Board of Directors, in stock of such merged, consolidated
     or otherwise reorganized corporation equal in fair market value to the
     aforesaid amount. In any such case the Board of Directors shall, in good
     faith, determine fair market value and may, in its discretion, advance the
     lapse of any waiting or installment periods and exercise dates.


SECTION 12.  No Special Employment Rights
----------   ----------------------------

     Nothing contained in the Plan or in any Plan Benefit documentation shall
confer upon any Participant receiving a grant of any Plan Benefit any right with
respect to the continuation of his or her employment by the Company (or any
Related Company) or interfere in any way with the right of the Company (or any
Related Company), subject to the terms of any separate employment agreement to
the contrary, at any time to terminate such employment or to increase or
decrease the compensation of the Participant from the rate in existence at the
time of the grant of any Plan Benefit. Whether an authorized leave of absence or
absence in military or government service shall constitute termination of
employment shall be determined by the Board of Directors, in accordance with any
applicable laws.


SECTION 13.  Amendment of the Plan
----------   ---------------------

     The Board of Directors may at any time and from time to time suspend or
terminate all or any portion of the Plan or modify or amend the Plan in any
respect. The termination or any modification or amendment of the Plan shall not,
without the consent of a recipient of any Plan Benefit, affect his or her rights
under any Plan Benefit previously granted. With the consent of the affected
Participant, the Board of Directors may amend outstanding agreements relating to
any Plan Benefit in a manner not inconsistent with the Plan. The Board of
Directors hereby reserves the right to amend or modify the terms and provisions
of the Plan and of any outstanding Options to the extent necessary to qualify
any or all Options under the Plan for such favorable federal income tax
treatment (including deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422 of the Code, provided, however, that
the consent of a Participant is required if such amendment or modification would
cause unfavorable income tax treatment for such Participant.

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<PAGE>

SECTION 14.  Withholding
----------   -----------

     The Company's obligation to deliver shares of stock upon the exercise of
any Option or SAR or the granting of an Award and to make payment upon exercise
of any SAR shall be subject to the satisfaction by the Participant of all
applicable federal, state and local income and employment tax withholding
requirements.


SECTION 15.  Effective Date and Duration of the Plan
----------   ---------------------------------------

     15.1  Effective Date. The Plan shall become effective as of January 16,
           --------------
1998 (the date of approval of the Plan by the Board of Directors), subject to
approval of the Plan by the stockholders of the Company.

     15.2  Duration. Unless sooner terminated in accordance with Section 13
           --------
hereof, the Plan shall terminate upon the earlier of (i) the tenth anniversary
of the effective date or (ii) the date on which all shares available for
issuance under the Plan shall have been issued pursuant to any Awards or the
exercise or cancellation of Options and SARs granted hereunder. If the date of
termination is determined under (i) above, then Plan Benefits outstanding on
such date shall continue to have force and effect in accordance with the
provisions of the instruments evidencing such Plan Benefits.


SECTION 16.  Governing Law
----------   -------------

     The Plan and all actions taken thereunder shall be governed by the laws of
the State of Delaware.

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