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                                                                    Exhibit 10.9


              HOME INTERIORS & GIFTS, INC. 1998 STOCK OPTION PLAN
           FOR UNIT DIRECTORS, BRANCH DIRECTORS AND CERTAIN OTHER
                           INDEPENDENT CONTRACTORS

1.       Purpose.

         Home Interiors & Gifts, Inc., a Texas corporation (herein, together
with its successors, referred to as the "Company"), by means of this 1998 Stock
Option Plan (the "Plan"), desires to afford certain unit directors, branch
directors and certain other independent contractors of the Company (the
"Participants") an opportunity to acquire a proprietary interest in the Company
and thus to create in such persons an increased interest in and a greater
concern for the welfare of the Company.

         The award of Units (as hereinafter defined) described in Section 4,
the grant of Options (as hereinafter defined) described in Section 5, and the
shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of Options are a matter of separate inducement and are not in lieu of
any other compensation for services.  Stock options granted initially under the
Plan shall be granted to the Home Interiors & Gifts, Inc. 1998 Stock Option
Trust (the "Trust") for the benefit of the Participants.

2.       Administration.

         The Plan shall be administered by the Option Committee, or any
successor thereto, of the Board of Directors of the Company (the "Board of
Directors"), or by any other committee appointed by the Board of Directors to
administer the Plan (the "Committee"); provided, the entire Board of Directors
may act as the Committee if it chooses to do so.  The number of individuals
that shall constitute the Committee shall be determined from time to time by a
majority of all the members of the Board of Directors, and, unless that
majority of the Board of Directors determines otherwise, shall be no less than
two individuals.  The Chairman of the Board of Directors of the Company shall
be a member of the Committee at all times.  A majority of the Committee shall
constitute a quorum (or if the Committee consists of only two members, then
both members shall constitute a quorum), and subject to the provisions of
Section 7, the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by all members of the
Committee, shall be the acts of the Committee.

         The members of the Committee shall serve at the pleasure of the Board
of Directors, which shall have the power, at any time and from time to time, to
remove members from or add members to the Committee.  Removal from the
Committee may be with or without


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cause.  Any individual serving as a member of the Committee shall have the
right to resign from membership on the Committee by written notice to the Board
of Directors.  The Board of Directors, and not the remaining members of the
Committee, shall have the power and authority to fill vacancies on the
Committee, however caused.  The Board of Directors shall promptly fill any
vacancy that causes the number of members of the Committee to be less than two.

3.       Shares Available.

         Subject to the adjustments provided in Section 8, the maximum
aggregate number of shares of common stock, par value $0.10 per share ("Common
Stock"), of the Company in respect of which Options may be granted for all
purposes under the Plan shall be 338,481 shares.  If, for any reason, any
shares as to which Options have been granted cease to be subject to purchase
thereunder, including the expiration of such Option, the termination of such
Option prior to exercise, or the forfeiture of such Option, such shares shall
thereafter no longer be available for grants under the Plan.  Options granted
under the Plan may be fulfilled in accordance with the terms of the Plan with
(i) authorized and unissued shares of the Common Stock and (ii) issued shares
of Common Stock held in the Company's treasury.  Notwithstanding anything to
the contrary contained herein, no Options shall be granted under the Plan, and
no Units shall be awarded to Participants, after the consummation of an Initial
Public Offering (as hereinafter defined).

4.       Award of Units.

         The Committee may, from time to time, award one or more units of
participation to a Participant, each of which entitles the Participant to
receive a Participant Option (as hereinafter defined) (each individual unit of
participation, a "Unit").  Upon the adoption of this Plan, the Committee shall
award Units to the Participants listed, and in the amounts set forth beside
such Participants' names, on Exhibit II to the Trust. The corresponding Trust
Options (as hereinafter defined) granted to the Trust in connection with the
awards of Units in accordance with such Exhibit II shall have an exercise price
equal to $18.05451 per share, subject to adjustment as provided herein.  All
corresponding Trust Options granted to the Trust in connection with subsequent
awards of Units to Participants shall have an exercise price equal to the
greater of (i) the Fair Market Value per share of Common Stock on the date of
the award, or (ii) $18.05451 per share.





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5.       Grant of Options.

         For each Unit awarded under this Plan, a corresponding Option shall be
granted to the Trust to purchase one share of Common Stock for each outstanding
Unit at the exercise price specified in Section 4 (a "Trust Option", or
collectively, the "Trust Options").  Trust Options shall not be exercisable by
the Trust but shall be divisible and transferable to Participants by the
trustee of the Trust (the "Trustee") as described herein.  Any Trust Option
which is allocable to a Unit that has been forfeited shall be terminated and
cancelled as of the date of such forfeiture.  Upon the termination and
liquidation of the Trust, each Trust Option shall be transferred to a
Participant such that each Participant receives an option to purchase one share
of Common Stock for each outstanding Unit, subject to adjustment as provided in
Section 8 and subject to the other terms and conditions of this Plan (which,
when received by the Participant, shall be a "Participant Option").
Collectively, the Participant Options and Trust Options are referred to as the
"Options".

         Except with respect to the award of Units specified in Exhibit II to
the Trust, the adoption of this Plan shall not be deemed to give any person or
entity of any nature whatsoever, specifically including an individual, a firm,
a company, a corporation, a partnership, a trust, or other entity
(collectively, a "Person"), a right to receive an award, grant, distribution or
transfer of any Units or Options.

6.       Exercise, Forfeitures and Cash-Out Events.

                 (i)      Vesting.  Subject to the provisions hereof
(including, without limitation, the other provisions of this Section 6), unless
otherwise determined by the Committee at the time of award, Units, and the
corresponding Options issued in respect thereof, shall vest in five equal
installments in accordance with the vesting schedule set forth below:

                          (A)     one-fifth shall become vested on the first
                 anniversary of the date of award and shall, subject to the
                 terms and conditions contained herein, remain vested until the
                 termination of the Unit and any corresponding Option;

                           (B)    an additional one-fifth shall become vested
                 on the second anniversary of the date of award and shall,
                 subject to the terms and conditions contained





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                 herein, remain vested until the termination of the Unit and
                 any corresponding Option;

                           (C)    an additional one-fifth shall become vested
                 on the third anniversary of the date of award and shall,
                 subject to the terms and conditions contained herein, remain
                 vested until the termination of the Unit and any corresponding
                 Option;

                           (D)    an additional one-fifth shall become vested
                 on the fourth anniversary of the date of award and shall,
                 subject to the terms and conditions contained herein, remain
                 vested until the termination of the Unit and any corresponding
                 Option; and

                           (E)    the remaining one-fifth shall become vested
                 on the fifth anniversary of the date of award and shall,
                 subject to the terms and conditions contained herein, remain
                 vested until the termination of the Unit and any corresponding
                 Option.

                 (ii)      Additional Vesting Provisions. Notwithstanding the
provisions of this Section 6, all outstanding Units, and corresponding Options
issued in respect thereof, shall also become fully vested upon an Initial
Public Offering prior to the expiration of ten years following the date of the
award of the Unit.  In its sole discretion, the Committee may also fully vest
all or a portion of any outstanding awards of Units, and their corresponding
Options, in the event of a Change in Control or upon such other events
determined by the Committee.

                 (iii)     Forfeitures of Units Prior to Distribution of
Participant Options.  Prior to the distribution of Participant Options from the
Trust, each Participant's rights under a Unit, whether vested or unvested, and
any corresponding Options issued in respect thereof, shall be terminated,
forfeited and cancelled upon the earlier of:

                           (A)    ten years following the date of the award of 
                 the Unit; or

                           (B)    a Business Termination (as hereinafter 
                 defined) by the Company for Good Cause.

In addition, upon a Business Termination for any reason (whether as a result of
death, Disability, retirement or otherwise) prior to the distribution of
Participant Options, all of the affected Participant's rights under any
unvested Unit, and any Trust





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Option in respect thereof, shall be terminated, forfeited and cancelled.

                 (iv)      Exercisability of Participant Options.
Participant Options shall become exercisable after they have been distributed
from the Trust and upon the first to occur of (i) the 90th day following an
Initial Public Offering, or (ii) the eighth anniversary of the date of award of
the Units with respect to which such Participant Options were granted, and
shall, subject to the terms and conditions contained herein, remain exercisable
until the tenth anniversary of the date of award of the Units with respect to
which the Participant Options were granted.  In its sole discretion, the
Committee may accelerate the exercisability of Participant Options in the event
of a Change in Control or upon such other events determined by the Committee.
The price per share of Common Stock with respect to each Participant Option
exercised shall be payable in cash or by other means acceptable to the
Committee.  Any Participant Options not exercised prior to the tenth
anniversary of the date of the award of the Unit for which the Participant
Option was issued shall be terminated, forfeited and cancelled.

                 (v)       Forfeitures and Exercise of Participant Options
After Distribution of Participant Options.  The following provisions shall
apply to the Participant Options:

                           (A)    Death.  Upon a Business Termination due to
                 the death of such Participant, the estate of such Participant,
                 or a Person who acquired the right to exercise such
                 Participant Option by bequest or inheritance or by reason of
                 the death of the Participant, shall have the right to exercise
                 such Participant Option in accordance with its terms at any
                 time and from time to time within 180 days after the date of
                 death (but in no event after the expiration date of such
                 Option) or, if such death occurs prior to the time such
                 Participant Option becomes exercisable in accordance with
                 Section 6(iv) hereof, within 180 days after the date such
                 Participant Option becomes exercisable (but in no event after
                 the expiration date of such Option);

                           (B)    Disability.  Upon a Business Termination due
                 to the Disability of a Participant, such Participant or his or
                 her legal representative shall have the right to exercise the
                 Option in accordance with its terms at any time and from time
                 to time within 180 days after the date of such Business
                 Termination (but in no event





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                 after the expiration date of the Option) or, if such
                 Disability occurs prior to the time such Participant Option
                 becomes exercisable in accordance with Section 6(iv) hereof,
                 within 180 days after the date such Participant Option becomes
                 exercisable (but in no event after the expiration date of such
                 Option);

                           (C)    Termination for Good Cause.  A Participant
                 shall immediately forfeit all rights under his Participant
                 Option, except as to the shares of Common Stock already
                 purchased thereunder, upon a Business Termination by the
                 Company for Good Cause; provided, however, that in the event
                 of such a Business Termination occurring prior to the date
                 such Participant Options otherwise become exercisable in
                 accordance with Section 6(iv) hereof, such forfeiture shall
                 occur on the fifth business day following the date such
                 Participant Options become exercisable; and

                           (D)    Other Business Termination.  Upon a Business
                 Termination for any reason other than those specified in
                 subsection (A), (B) or (C) above, such Participant shall have
                 the right to exercise his or her Participant Option in
                 accordance with its terms, within 30 days after the date of
                 such Business Termination (but in no event after the
                 expiration date of the Option) or, if such Business
                 Termination occurs prior to the time such Participant Option
                 becomes exercisable in accordance with Section 6(iv) hereof,
                 within 30 days after the date such Participant Option becomes
                 exercisable (but in no event after the expiration date of such
                 Option).

                 (vi)      Cash-Out Events.  Within a six month period
beginning upon the occurrence of a Cash Out Event, the Company may elect, in
its sole discretion, to cancel each outstanding Trust Option in exchange for an
amount of cash equal to the amount by which (i) the amount per share to be paid
to the holders of outstanding Common Stock in a transaction giving rise to a
Change in Control, or the Fair Market Value of the Common Stock as of the Cash
Out Event for Cash Out Events not relating to a Change in Control, exceeds (ii)
the exercise price applicable to the Trust Option (the "Cash Out Amount").  In
such event, the Trustee shall pay the Cash Out Amount for each Option to the
Participant with the corresponding Unit, whereupon the Option shall be
cancelled.

         In addition, in connection with a Cash Out Event described in clause
(iv) of the definition thereof, the Company may also





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elect, in its sole discretion and within one year of the occurrence of such
Cash Out Event, to cancel any outstanding Trust Option(s) (and corresponding
Units issued in respect thereof) that are allocable to the terminating
Participant, for the applicable Cash Out Amount (determined as of the date of
the Cash Out Event).  The Trustee shall pay such Cash Out Amount to the
terminating Participant, whereupon the Option shall be cancelled.

         If the Cash Out Amount for an Option upon the occurrence of a Cash Out
Event is equal to or less than zero, the Option (and any corresponding Unit
issued in respect thereof) shall be cancelled.

7.       Authority of Committee.

         Subject to and not inconsistent with the express provisions of this
Plan, the Committee shall have plenary authority to:

                 (i)  after the initial award of Units specified in Exhibit II
                 to the Trust, determine the Participants to whom Units shall
                 be awarded, the time when such Units shall be awarded, the
                 number and exercise price of Units (and corresponding Options
                 issued in respect thereof), the restrictions to be applicable
                 to all Units (and corresponding Options issued in respect
                 thereof) and all other terms and provisions thereof (which
                 need not be identical);

                 (ii)  prescribe, amend, modify and rescind rules and
                 regulations relating to the Plan;

                 (iii)  provide the establishment of procedures for a
                 Participant (A) to have withheld from the total number of
                 shares of Common Stock to be acquired upon the exercise of a
                 Participant Option that number of shares having a Fair Market
                 Value which, together with such cash as shall be paid in
                 respect of fractional shares, shall equal the aggregate
                 exercise price under such Participant Option for the number of
                 shares then being acquired (including the shares to be so
                 withheld), and (B) to exercise a portion of a Participant
                 Option by delivering that number of shares of Common Stock
                 already owned by such Participant having an aggregate Fair
                 Market Value at date of exercise which shall equal the partial
                 Participant Option exercise price and to deliver the shares
                 thus acquired by such Participant in payment of shares to be
                 received pursuant to the





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                 exercise of additional portions of such Participant Option, 
                 the effect of which shall be that such Participant can in
                 sequence utilize such newly acquired shares in payment of the
                 exercise price of the entire Participant Option, together with
                 such cash as shall be paid in respect of fractional shares;]

                 (iv) require (in accordance with Section 11 or otherwise) that
                 a number of shares of Common Stock or other securities be
                 withheld from the total number of shares of Common Stock or
                 other securities to be issued upon exercise of a Participant
                 Option, or require the withholding of a portion of any cash
                 compensation paid to a Participant or to the Trust (including,
                 without limitation, a Cash Out Amount), to meet any obligation
                 of withholding for income, social security and other taxes
                 incurred by a Participant upon such exercise or payment of a
                 Cash Out Amount, or required to be withheld by the Company in
                 connection with such exercise or payment; and

                 (v) make all determinations permitted or deemed necessary,
                 appropriate or advisable for the administration of the Plan,
                 interpret any Plan, Unit or Option provision, perform all
                 other acts, exercise all other powers, and establish any other
                 procedures determined by the Committee to be necessary,
                 appropriate, or advisable in administering the Plan or for the
                 conduct of the Committee's business.  Any act of the
                 Committee, including interpretations of the provisions of the
                 Plan or any Unit or Option and determinations under the Plan
                 or any Unit or Option shall be final, conclusive and binding
                 on all parties.

         During any period of time when Participant Options are outstanding,
the Committee shall establish an arrangement through a registered broker-dealer
whereby temporary financing may be made available to a Participant by the
broker-dealer, under the rules and regulations of the Board of Governors of the
Federal Reserve, for the purpose of assisting the Participant in the exercise
of a Participant Option, which arrangement may include the payment by the
Company of the commissions of the broker-dealer.

         The Committee 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
Committee or any Person to whom it has delegated duties as aforesaid may employ
one or more Persons to





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render advice with respect to any responsibility the Committee or such Person
may have under the Plan.  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 or agent of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan and all members and agents of the Committee
shall be fully protected by the Company in respect of any such action,
determination or interpretation.

8.       Adjustment of Shares and Price.

         Unless otherwise expressly provided in a particular Option, in the
event that, by reason of any merger, consolidation, combination, liquidation,
reorganization, recapitalization, stock dividend, stock split, split-up, split-
off, spin-off, combination of shares, exchange of shares or other like change
in the capital structure of the Company (collectively, a "Reorganization"), the
Common Stock is substituted, combined, or changed into any cash, property, or
other securities, or the shares of Common Stock are changed into a greater or
lesser number of shares of Common Stock, the number and/or kind of shares
and/or interests subject to a Unit and/or an Option and the per share price or
value thereof shall be appropriately and equitably adjusted by the Committee to
give appropriate effect to such Reorganization.  Any fractional shares or
interests resulting from such adjustment shall be eliminated.

         In the event the Company is not the surviving entity of a
Reorganization and, following such Reorganization, any Participant will hold
Units and/or Options issued pursuant to this Plan which have not been
exercised, cancelled, or terminated in connection therewith, the Company shall
cause such Units and/or Options to be assumed (or cancelled and replacement
rights or options issued) by the surviving entity or an affiliate thereof.

9.       Assignment or Transfer.

         Except as otherwise expressly contemplated in a Trust Option or a
broker-dealer financing arrangement under Section 7, no Unit awarded or
corresponding Option granted under the Plan in respect thereto, or any rights
or interests therein, shall be assignable or transferable by a Participant
except by will or the laws of descent and distribution, and during the lifetime
of a Participant, Participant Options shall be exercisable only by the
Participant or, in the event that a legal representative has been





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appointed in connection with the Disability of a Participant, such legal
representative.

10.      Compliance with Securities Laws.

         The Company shall not in any event be obligated to file any
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state securities law, to permit exercise
of any Participant Option, or be obligated to issue any Common Stock in
violation of the Securities Act or any applicable state securities law.  Each
Participant shall, as a condition to his or her right to exercise any
Participant Option, deliver to the Company an agreement or certificate
containing such representations, warranties and covenants as the Company may
deem necessary or appropriate to ensure that the issuance of shares of Common
Stock pursuant to such exercise is not required to be registered under the
Securities Act or any applicable state securities law.

         Certificates for shares of Common Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

                 THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
                 BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                 OR ANY STATE SECURITIES LAWS.  THE SHARES MAY NOT BE OFFERED
                 FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
                 UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE
                 ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN
                 OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH
                 OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT
                 VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

         This legend shall not be required for shares of Common Stock issued
pursuant to an effective registration statement under the Securities Act and in
accordance with applicable state securities laws.

11.      Withholding Taxes.

         By acceptance of an Option, a Participant will be deemed to (i) agree
to reimburse the Company for any federal, state or local taxes required by any
government to be withheld or otherwise deducted by the Company in respect of
the exercise of a Participant Option or the payment of any Cash Out Amount,
(ii)





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authorize the Company to withhold from any cash compensation paid to the Trust
or a Participant (including, without limitation, a Cash Out Amount), an amount
sufficient to discharge any federal, state and local taxes imposed on the
Company, and which otherwise has not been reimbursed by the Participant, with
respect to the transfer or exercise of an Option or the payment of any Cash Out
Amount, and (iii) agree that the Company may, in its discretion, hold the stock
certificate to which a Participant is entitled upon exercise of a Participant
Option as security for the aforementioned withholding tax liability, until cash
sufficient to pay that liability has been accumulated.

12.      Costs and Expenses.

         The costs and expenses of administering the Plan shall be borne by the
Company and shall not be charged against any Unit, Option or Participant.

13.      Funding of Plan.

         The Plan shall be unfunded.  The Company shall not be required to make
any segregation of assets to assure the transfer or payment of any Option or
Cash Out Amount.

14.      Other Incentive Plans

         The adoption of the Plan does not preclude the adoption by appropriate
means of any other incentive plan for Participants.

15.      Effect on Business Relationship.

         Nothing contained in the Plan or any agreement related hereto or
referred to herein shall affect, or be construed as affecting, the terms of the
business relationship between the Company and any Participant except to the
extent specifically provided herein or therein.  Nothing contained in the Plan
or any agreement related hereto or referred to herein shall impose, or be
construed as imposing, an obligation on (i) the Company to continue its
business relationship with a Participant, and (ii) any Participant to continue
its business relationship with the Company.

16.      Definitions.

         In addition to the terms specifically defined elsewhere in the Plan,
as used in the Plan, the following terms shall have the respective meanings
indicated:





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         "Business Termination" shall mean the termination, by either the
         Company or a Participant, of the Participant's business relationship
         with the Company.  The determination that a Business Termination has
         occurred shall be made by the Committee and any such decision in
         respect thereof by the Committee shall be final and binding on all of
         the parties in interest.

         "Cash Out Event" shall mean, with respect to any outstanding Option
         (and any outstanding Unit allocable thereto) the occurrence of any of
         the following events:

                 (i)      the eighth anniversary of the date of grant of such
                 Option;

                 (ii)     an Initial Public Offering whereby the Company
                 reasonably determines that the Trust Options cannot be
                 transferred to Participants, or shares of Common Stock cannot
                 be issued to Participants upon exercise of Participant
                 Options, without registration of such transfer or issuance
                 under the Securities Act (other than on Form S-8 or any
                 successor form thereto);

                 (iii)    a Change in Control in which the Committee has decided
                 to fully vest any outstanding Units and their corresponding
                 Options; or

                 (iv)     a Business Termination for any reason.

         "Change of Control" shall mean the first to occur of the following
         events:  (i) any sale, lease, exchange, or other transfer (in one
         transaction or series of related transactions) of all or substantially
         all of the assets of the Company to any Person or group of related
         Persons (a "Group") for purposes of Section 13(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), other than one
         or more members of the HMC Group, (ii) a majority of the Board of
         Directors of the Company shall consist of Persons who are not
         Continuing Directors; or (iii) the acquisition by any Person or Group
         (other than one or more members of the HMC Group) of the power,
         directly or indirectly, to vote or direct the voting of securities
         having more than 50% of the ordinary voting power for the election of
         Directors of the Company.

         "Continuing Director" shall mean, as of the date of determination, any
         Person who (i) was a member of the Board of Directors on the date of
         adoption of this Plan, (ii) was





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         nominated for election or elected to the Board of Directors with the
         affirmative vote of a majority of the Continuing Directors who were
         members of such Board of Directors at the time of such nomination or
         election, or (iii) is a member of the HMC Group.

         "Disability" shall mean a Participant's inability to perform the
         services necessary to continue an ongoing business relationship with
         the Company by reason of a physical or mental condition.  The
         determination that a Disability has occurred shall be made by the
         Committee and any such decision in respect thereof by the Committee
         shall be final and binding on all of the parties in interest.

         "Fair Market Value" shall, as it relates to the Common Stock, mean the
         average of the daily market prices of such Common Stock as reported on
         the principal national securities exchange on which the shares of
         Common Stock are then listed for each day during the ten consecutive
         trading days prior to the date of determination, or if such Common
         Stock is not listed on a national securities exchange, the last
         reported bid price in the over-the- counter market, or if such shares
         are not traded in the over-the-counter market, the per share cash
         price for which all of the outstanding Common Stock could be sold to a
         willing purchaser in an arms-length transaction (without regard to
         minority discount, absence of liquidity, or transfer restrictions
         imposed by any applicable law or agreement) at the date of the event
         giving rise to a need for a determination.  Fair Market Value shall be
         determined in good faith by the Committee.

         "Good Cause" shall mean a Business Termination by the Company because
         of: (A) the Participant's conviction of, or plea of nolo contendere
         to, a felony or a crime involving moral turpitude; (B) the
         Participant's personal dishonesty, incompetent performance of duties,
         willful misconduct, willful violation of any law, rule or regulation
         (other than minor traffic violations or similar offenses) or breach of
         fiduciary duty which involves personal profit; (C) the Participant's
         commission of material mismanagement in providing services to the
         Company or any of its affiliates; (D) the Participant's willful
         failure to comply with the policies of the Company in providing
         services to the Company or any of its affiliates, or the Participant's
         intentional failure to perform the services for which the Participant
         has been engaged; (E) substance abuse or addiction on the part of the
         Participant; (F) the Participant's failure to





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         comply with the terms of any non-competition agreement or similar
         covenant for the benefit of the Company to which the Participant is a
         party; or (G) the Participant's willfully making any material
         misrepresentation or willfully omitting to disclose any material fact
         to the Company with respect to the business of the Company.  The
         determination that there exists Good Cause shall be made by the
         Committee and any such decision in respect thereof by the Committee
         shall be final and binding on all of the parties in interest.

         "HMC Group" shall mean Hicks, Muse, Tate & Furst Incorporated, its
         affiliates and their respective employees, officers, and Directors
         (and members of their respective families and trusts for the primary
         benefit of such family members).

         "Initial Public Offering" shall mean the first to occur of the
         following events:

         (i)  the Company has consummated a firm commitment underwritten public
         offering of Common Stock pursuant to a registration statement under
         the Securities Act where both (A) the proceeds to the Company (prior
         to deducting any underwriters' discounts and commissions) equal or
         exceed $25,000,000, and (B) upon consummation of such offering, the
         Common Stock is listed on the New York Stock Exchange or authorized to
         be quoted and/or listed on the Nasdaq National Market; or

         (ii)  a Change in Control transaction in which the successor to the
         Company or surviving corporation (if a corporation other than the
         Company) in the transaction has agreed to assume the obligations under
         the Options and such successor or surviving corporation has a class of
         equity securities registered under Section 12(b) of 12(g) of the
         Exchange Act.

17.      Amendment of Plan.

         The Board of Directors shall have the right to amend, modify, suspend
or terminate the Plan at any time; provided, that no amendment shall be made
which shall increase the total number of shares of Common Stock which may be
issued and sold pursuant to Options granted under the Plan unless such
amendment is made by or with the approval of the shareholders of the Company;
provided, further, that no amendment, modification, suspension or termination
of the Plan shall materially alter or impair any Units or Options previously
awarded or granted under the Plan, without the consent of the holder thereof.





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18.      Effective Date.

         The Plan shall be effective as of June 4, 1998.





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