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                                                                   EXHIBIT 10.16

                        CAPSTAR BROADCASTING CORPORATION
                             1998 STOCK OPTION PLAN

1.       Purpose.

         Capstar Broadcasting Corporation, a Delaware corporation (herein,
together with its successors, referred to as the "Company"), by means of this
1998 Stock Option Plan (the "Plan") which Plan amends and restates the 1997
Stock Option Plan with option shares granted thereunder to be construed
hereunder, desires to afford certain individuals and key employees of the
Company and any parent corporation or subsidiary corporation thereof now
existing or hereafter formed or acquired (such parent and subsidiary
corporations sometimes referred to herein as "Related Entities") who are
responsible for the continued growth of the Company 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 and
any Related Entities.  As used in the Plan, the terms "parent corporation" and
"subsidiary corporation" shall mean, respectively, a corporation within the
definition of such terms contained in Sections 424(e) and 424(f), respectively,
of the Internal Revenue Code of 1986, as amended (the "Code").

         The stock options described in Sections 6 and 7 (the "Options"), and
the shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of such Options are a matter of separate inducement and are not in
lieu of any salary or other compensation for services.

2.       Administration.

         (a)     Committee.  The Board of Directors of the Company (the "Board
of Directors") shall administer the Plan with respect to all Key Employees (as
hereinafter defined) or Eligible Non-Employees (as hereinafter defined) or may
delegate all or part of its duties under this Plan to any committee or
sub-committee appointed by the Board of Directors (the "Committee") or to any
officer or committee of officers of the Company, subject in each case to such
conditions and limitations as the Board of Directors may establish and subject
to the following sentence.  Unless a majority of the members of the Board of
Directors determines otherwise:  (a) the Committee shall be constituted in a
manner that satisfies the requirements of Rule 16b-3, which Committee shall
administer the Plan with respect to all Key Employees or Eligible Non-Employees
who are subject to Section 16 of the Exchange Act in a manner that satisfies
the requirements of Rule 16b-3; and (b) the Committee shall be constituted in a
manner that satisfies the requirements of Section 162(m), which Committee shall
administer the Plan with respect to "performance-based compensation" for all
Key Employees or Eligible Non-Employees who are reasonably expected to be
"covered employees" as those terms are defined in Section 162(m).   The number
of persons that shall constitute the Committee shall be determined from time to
time by a majority of all the members of the Board of Directors.   Except for
references in Sections 2(a), 2(b), and 2(c) and unless the context otherwise
requires, references herein to the Committee shall also refer to the Board of
Directors as administrator of the Plan for Key Employees or Eligible
Non-Employees or to the appropriate delegate of the Committee or the Board of
Directors.

         (b)     Duration, Removal, Etc.  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 cause.  Any
individual serving as a member of the Committee shall have the right to resign
from membership in 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.

         (c)     Meetings and Actions of Committee. The Board of Directors
shall designate which of the Committee members shall be the chairman of the
Committee.  If the Board of Directors fails to designate a Committee chairman,
the members of the Committee shall elect one of the Committee members as
chairman, who shall act as chairman until he ceases to be a member of the
Committee or until the Board of Directors
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elects a new chairman.  The Committee shall hold its meetings at those times
and places as the chairman of the Committee may determine.  At all meetings of
the Committee, a quorum for the transaction of business shall be required, and
a quorum shall be deemed present if at least a majority of the members of the
Committee are present.  At any meeting of the Committee, each member shall have
one vote.  All decisions and determinations of the Committee shall be made by
the majority vote or majority decision of all of its members present at a
meeting at which a quorum is present; provided, however, that any decision or
determination reduced to writing and signed by all of the members of the
Committee shall be as fully effective as if it had been made at a meeting that
was duly called and held.  The Committee may make any rules and regulations as
it may deem advisable for the conduct of its business that are not inconsistent
with the provisions of the Plan, the certificate of incorporation of the
Company, the by-laws of the Company, Rule 16b-3 so long as it is applicable,
and Section 162(m) so long as it is applicable.

3.       Shares Available.

         Subject to the adjustments provided in Section 10, the maximum
aggregate number of shares of Class A Common Stock, $.01 par value, of the
Company ("Common Stock") in respect of which Options may be granted for all
purposes under the Plan shall be 47,000,000 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 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, (ii) issued shares of such
Common Stock held in the Company's treasury, or (iii) issued shares of Common
Stock reacquired by the Company in each situation as the Board of Directors or
the Committee may determine from time to time.

4.       Eligibility and Bases of Participation.

         Grants of Incentive Options (as hereinafter defined) and Non-Qualified
Options (as hereinafter defined) may be made under the Plan, subject to and in
accordance with Section 6, to Key Employees.  As used herein, the term "Key
Employee" shall mean any employee of the Company or any Related Entity,
including officers and directors of the Company or any Related Entity who are
also employees of the Company or any Related Entity, who is regularly employed
on a salaried basis and who is so employed on the date of such grant, whom the
Committee identifies as having a direct and significant effect on the
performance of the Company or any Related Entity.

         Grants of Non-Qualified Options may be made, subject to and in
accordance with Section 7, to any Eligible Non-Employee.  As used herein, the
term "Eligible Non-Employee" shall mean 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"), that the Committee designates as eligible for a grant of Options
pursuant to this Plan because such Person performs bona fide consulting,
advisory, or other services for the Company or any Related Entity (other than
services in connection with the offer or sale of securities in a
capital-raising transaction) and the Board of Directors or the Committee
determines that the Person has a direct and significant effect on the financial
development of the Company or any Related Entity.

         The adoption of this Plan shall not be deemed to give any Person a
right to be granted any Options.

         Notwithstanding any other provision of this Plan to the contrary, with
respect to the grant of any Options to any Key Employee or Eligible
Non-Employee, the Committee shall first determine the number of shares in
respect of which Options are to be granted to such Key Employee or Eligible
Non-Employee and shall then cause to be granted to such Key Employee or
Eligible Non-Employee an Option exercisable for such shares.  The exercise
price per share of Common Stock under each Option shall be fixed by the
Committee


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at the time of grant of the Option and shall equal at least 100% of the Fair
Market Value of a share of Common Stock on the date of grant.

5.       Authority of Committee.

         Subject to the express provisions of the Plan and any applicable law
with which the Company intends the Plan to comply, the Committee shall have the
authority, in its sole and absolute discretion, (a) to adopt, amend, and
rescind administrative and interpretive rules and regulations relating to the
Plan, including without limitation to adopt and observe such procedures
concerning the counting of Options against the Plan and individual maximums as
it may deem appropriate from time to time; (b) to determine the Key Employees
or Eligible Non-Employees to whom, and the time or times at which, Options
shall be granted; (c) to determine the amount of cash and the number of shares
of Common Stock, that shall be the subject of each Option; (d) to determine the
terms and provisions of each award evidencing Options granted hereunder (which
need not be identical), including provisions defining or otherwise relating to
(i) the term and the period or periods and extent of exerciseability of the
Options, (ii) the extent to which the transferability of shares of Common Stock
issued or transferred pursuant to any Option is restricted, (iii) the effect of
termination of employment on the Option, and (iv) the effect of approved leaves
of absence (consistent with any applicable regulations of the Internal Revenue
Service); (e) to accelerate, pursuant to Section 8, the time of exerciseability
of any Option that has been granted; (f) to construe the respective awards
evidencing Options granted hereunder and the Plan; (g) to make determinations
of the Fair Market Value of the Common Stock pursuant to the Plan; (h) to
delegate its duties under the Plan to such agents as it may appoint from time
to time, subject to the second sentence of Section 2(a); and (i) to make all
other determinations, perform all other acts, and exercise all other powers and
authority necessary or advisable for administering the Plan, including the
delegation of those ministerial acts and responsibilities as the Committee
deems appropriate.  The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan, in any Option, or in any  awards
evidencing Options granted hereunder in the manner and to the extent it deems
necessary or desirable to carry the Plan into effect, and the Committee shall
be the sole and final judge of that necessity or desirability.  The
determinations of the Committee on the matters referred to in this Section 5
shall be final and conclusive.  The Committee shall not have the power to
appoint members of the Committee or to terminate, modify, or amend the Plan.
Those powers are vested in the Board of Directors.

         From time to time, the Board of Directors and appropriate officers of
the Company shall be and are authorized to take whatever actions are necessary
to file required documents with governmental authorities, stock exchanges, and
other appropriate Persons to make shares of Common Stock available for issuance
pursuant to awards evidencing Options granted hereunder.

6.       Stock Options for Key Employees.

         Subject to the express provisions of this Plan, the Committee shall
have the authority to grant incentive stock options pursuant to Section 422 of
the Code ("Incentive Options"), to grant non-qualified stock options (options
which do not qualify under Section 422 of the Code) ("Non-Qualified Options"),
and to grant both types of Options to Key Employees.  No Incentive Option shall
be granted pursuant to this Plan after the earlier of ten years from the date
of adoption of the Plan or ten years from the date of approval of the Plan by
the stockholders of the Company.  Notwithstanding anything in this Plan to the
contrary, Incentive Options may be granted only to Key Employees.  The terms
and conditions of the Options granted under this Section 6 shall be determined
from time to time by the Committee; provided, however, that the Options granted
under this Section 6 shall be subject to all terms and provisions of the Plan
(other than Section 7), including the following:





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         (a)     Option Exercise Price.  Subject to Section 4, the Committee
                 shall establish the Option exercise price at the time any
                 Option is granted at such amount as the Committee shall
                 determine; provided, that, in the case of an Incentive Option,
                 such price shall not be less than the Fair Market Value per
                 share of Common Stock at the date the Option is granted; and
                 provided, further, that in the case of an Incentive Option
                 granted to a person who, at the time such Incentive Option is
                 granted, owns shares of the Company or any Related Entity
                 which possess more than 10% of the total combined voting power
                 of all classes of shares of the Company or of any Related
                 Entity, the option exercise price shall not be less than 110%
                 of the Fair Market Value per share of Common Stock at the date
                 the Option is granted.  The Option exercise price shall be
                 subject to adjustment in accordance with the provisions of
                 Section 10 of the Plan.

         (b)     Payment.  The price per share of Common Stock with respect to
                 each Option exercise shall be payable at the time of such
                 exercise.  Such price shall be payable in cash or by any other
                 means acceptable to the Committee, including delivery to the
                 Company of shares of Common Stock owned by the optionee or by
                 the delivery or withholding of shares pursuant to a procedure
                 created pursuant to Section 5.d. of the Plan.  Shares
                 delivered to or withheld by the Company in payment of the
                 Option exercise price shall be valued at the Fair Market Value
                 of the Common Stock on the day preceding the date of the
                 exercise of the Option.

         (c)     Continuation of Employment.  Each Incentive Option shall
                 require the optionee to remain in the continuous employ of the
                 Company or any Related Entity from the date of grant of the
                 Incentive Option until no more than three months prior to the
                 date of exercise of the Incentive Option.

         (d)     Exerciseability of Stock Option.  Subject to Section 8, each
                 Option shall be exercisable in one or more installments as the
                 Committee may determine at the time of the grant.  No Option
                 by its terms shall be exercisable after the expiration of ten
                 years from the date of grant of the Option, unless, as to any
                 Non-Qualified Option, otherwise expressly provided in such
                 Option; provided, however, that no Incentive Option granted to
                 a person who, at the time such Option is granted, owns stock
                 of the Company, or any Related Entity, possessing more than
                 10% of the total combined voting power of all classes of stock
                 of the Company, or any Related Entity, shall be exercisable
                 after the expiration of five years from the date such Option
                 is granted.

         (e)     Death.  If any optionee's employment with the Company or a
                 Related Entity terminates due to the death of such optionee,
                 the estate of such optionee, or a Person who acquired the
                 right to exercise such Option by bequest or inheritance or by
                 reason of the death of the optionee, shall have the right to
                 exercise such Option in accordance with its terms at any time
                 and from time to time within 180 days after the date of death
                 unless a longer or shorter period is expressly provided in
                 such Option or established by the Committee pursuant to
                 Section 8 (but in no event after the expiration date of such
                 Option).

         (f)     Disability.  If the employment of any optionee terminates
                 because of his Disability (as defined in Section 18), such
                 optionee or his 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
                 termination unless a longer or shorter period is expressly
                 provided in such Option or established by the Committee
                 pursuant to Section 8 (but not after the expiration date of
                 the Option); provided, however, that in the case of an
                 Incentive Option, the optionee or his legal representative
                 shall in any event be required to exercise the Incentive
                 Option within one year after termination of the optionee's
                 employment due to his Disability.





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         (g)     Termination for Cause; Voluntary Termination.  Unless an
                 optionee's Option expressly provides otherwise, such optionee
                 shall immediately forfeit all rights under his Option, except
                 as to the shares of stock already purchased thereunder, if the
                 employment of such optionee with the Company or a Related
                 Entity is terminated by the Company or any Related Entity for
                 Good Cause (as defined below) or if such optionee voluntarily
                 terminates employment without the consent of the Company or
                 any Related Entity.  The determination that there exists Good
                 Cause for termination shall be made by the Option Committee
                 (unless otherwise agreed to in writing by the Company and the
                 optionee).

         (h)     Other Termination of Employment.  If the employment of an
                 optionee with the Company or a Related Entity terminates for
                 any reason other than those specified in subsections 6(e), (f)
                 or (g) above, such optionee shall have the right to exercise
                 his Option in accordance with its terms, within 30 days after
                 the date of such termination, unless a longer or shorter
                 period is expressly provided in such Option or established by
                 the Committee pursuant to Section 8 (but not after the
                 expiration date of the Option); provided, that no Incentive
                 Option shall be exercisable more than three months after such
                 termination.

         (i)     Maximum Exercise.  The aggregate Fair Market Value of stock
                 (determined at the time of the grant of the Option) with
                 respect to which Incentive Options are exercisable for the
                 first time by an optionee during any calendar year under all
                 plans of the Company and any Related Entity shall not exceed
                 $100,000.

7.       Stock Option Grants to Eligible Non-Employees.

         (a)     Subject to the express provisions of this Plan, the Committee
                 shall have the authority to grant Non-Qualified Options to
                 Eligible Non-Employees.  The terms and conditions of the
                 Options granted under this Section 7 shall be determined from
                 time to time by the Committee; provided, however, that the
                 Options granted under this Section 7 shall be subject to all
                 terms and provisions of the Plan (other than Section 6),
                 including the following:

                 (i)      Option Exercise Price.  Subject to Section 4, the
                          Committee shall establish the Option exercise price
                          at the time any Non-Qualified Option is granted at
                          such amount as the Committee shall determine.  The
                          Option exercise price shall be subject to adjustment
                          in accordance with the provisions of Section 10 of
                          the Plan.

                 (ii)     Payment.  The price per share of Common Stock with
                          respect to each Option exercise shall be payable at
                          the time of such exercise.  Such price shall be
                          payable in cash or by any other means acceptable to
                          the Committee, including delivery to the Company of
                          shares of Common Stock owned by the optionee or by
                          the delivery or withholding of shares pursuant to a
                          procedure created pursuant to Section 5.d. of the
                          Plan.  Shares delivered to or withheld by the Company
                          in payment of the Option exercise price shall be
                          valued at the Fair Market Value of the Common Stock
                          on the day preceding the date of the exercise of the
                          Option.

                 (iii)    Exerciseability of Stock Option.  Subject to Section
                          8, each Option shall be exercisable in one or more
                          installments as the Committee may determine at the
                          time of the grant.  No Option shall be exercisable
                          after the expiration of ten years from the date of
                          grant of the Option, unless otherwise expressly
                          provided in such Option.





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                 (iv)     Death.  If the retention by the Company or any
                          Related Entity of the services of any Eligible
                          Non-Employee terminates because of his death, the
                          estate of such optionee, or a Person who acquired the
                          right to exercise such Option by bequest or
                          inheritance or by reason of the death of the
                          optionee, shall have the right to exercise such
                          Option in accordance with its terms, at any time and
                          from time to time within 180 days after the date of
                          death unless a longer or shorter period is expressly
                          provided in such Option or established by the
                          Committee pursuant to Section 8 (but in no event
                          after the expiration date of such Option).

                 (v)      Disability.  If the retention by the Company or any
                          Related Entity of the services of any Eligible
                          Non-Employee terminates because of his Disability,
                          such optionee or his 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 the optionee's termination
                          unless a longer or shorter period is expressly
                          provided in such Option or established by the
                          Committee pursuant to Section 8 (but not after the
                          expiration of the Option).

                 (vi)     Termination for Cause; Voluntary Termination.  If the
                          retention by the Company or any Related Entity of the
                          services of any Eligible Non-Employee is terminated
                          (i) for Good Cause, (ii) as a result of removal of
                          the optionee from office as a director of the Company
                          or of any Related Entity for cause by action of the
                          stockholders of the Company or such Related Entity in
                          accordance with the by-laws of the Company or such
                          Related Entity, as applicable, and the corporate law
                          of the Jurisdiction of incorporation of the Company
                          or such Related Entity, or (iii) as a result of the
                          voluntarily termination by optionee of optionee's
                          service without the consent of the Company or any
                          Related Entity, then such optionee shall immediately
                          forfeit his rights under his Option except as to the
                          shares of stock already purchased.  The determination
                          that there exists Good Cause for termination shall be
                          made by the Option Committee (unless otherwise agreed
                          to in writing by the Company and the optionee).

                 (vii)    Other Termination of Relationship.  If the retention
                          by the Company or any Related Entity of the services
                          of any Eligible Non-Employee terminates for any
                          reason other than those specified in subsections
                          7(d), (e) or (f) above, such optionee shall have the
                          right to exercise his or its Option in accordance
                          with its terms within 30 days after the date of such
                          termination, unless a longer or shorter period is
                          expressly provided in such Option or established by
                          the Committee pursuant to Section 8 (but not after
                          the expiration date of the Option).

                 (viii)   Ineligibility for Other Grants.  Any Eligible
                          Non-Employee who receives an Option pursuant to this
                          Section 7 shall be ineligible to receive any Options
                          under any other Section of the Plan.

         (b)     An Eligible Non-Employee that is a non-employee director of
                 the Company may elect to receive Options in lieu of all or a
                 portion of such director's annual cash retainer fee for
                 services as a director of the Company.  Notwithstanding
                 subsection 7(a)(ii), the following shall apply if a
                 non-employee director elects to receive all or a portion of
                 his/her annual cash retainer in Options:





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                 (i)      Method of Election.  Except as otherwise specified by
                          the Committee, a non-employee director's election
                          shall be made in accordance with the following
                          provisions.  Unless the Committee provides otherwise,
                          the election may be made only by written notice
                          delivered to the Committee prior to the first day of
                          the calendar year in which the cash payment would
                          otherwise be made.  The election shall specify the
                          amount of the annual cash retainer that is to be paid
                          in the form of Options and shall be irrevocable
                          except for payments otherwise payable in the next
                          calendar year after the date of a written notice of
                          revocation.

                 (ii)     Terms of Options.  The date of grant of a Option
                          granted pursuant to this Section 7(b) shall be the
                          date on which the portion of the annual cash retainer
                          fee that the non-employee director has elected not to
                          receive would otherwise have been paid.  The number
                          of shares subject to that Option shall be determined
                          by dividing the foregone amount of the annual cash
                          retainer fee otherwise due and payable on the date of
                          grant by the value of an Option for one share of
                          Common Stock on the date of grant having the terms
                          set forth herein, which value shall be calculated
                          pursuant to the Black-Scholes Model based on the
                          applicable assumptions used in calculating Option
                          values in the most recent annual meeting proxy
                          statement of the Company.  The exercise price with
                          respect to a share of Common Stock subject to that
                          Option shall be the Fair Market Value of a share of
                          Common Stock on the Option's date of grant.

8.       Change of Control; Sale of the Company.

         If (i) a Change of Control or a Sale of the Company shall occur, (ii)
the Company shall enter into an agreement providing for a Change of Control or
a Sale of the Company, or (iii) any member of the HMC Group shall enter into an
agreement providing for a Sale of the Company, then the Committee may declare
any or all Options outstanding under the Plan to be exercisable in full at such
time or times as the Committee shall determine, notwithstanding the express
provisions of such Options.  Each Option accelerated by the Committee pursuant
to the preceding sentence shall terminate, notwithstanding any express
provision thereof or any other provision of the Plan, on such date (not later
than the stated exercise date) as the Committee shall determine.

9.       Purchase Option.

         (a)     Except as otherwise expressly provided in any particular
                 Option, if (i) any optionee's employment (or, in the case of
                 any Option granted under Section 7, the optionee's
                 relationship) with the Company or a Related Entity terminates
                 for any reason at any time or (ii) a Change of Control occurs,
                 the Company (and/or its designees) shall have the option (the
                 "Purchase Option") to purchase, and if the option is
                 exercised, the optionee (or the optionee's executor or the
                 administrator of the optionee's estate, in the event of the
                 optionee's death, or the optionee's legal representative in
                 the event of the optionee's incapacity) (hereinafter,
                 collectively with such optionee, the "Grantor") shall sell to
                 the Company and/or its assignee(s), all or any portion (at the
                 Company's option) of the shares of Common Stock and/or Options
                 held by the Grantor (such shares of Common Stock and Options
                 collectively being referred to as the "Purchasable Shares").

         (b)     The Company shall give notice in writing to the Grantor of the
                 exercise of the Purchase Option within one year from the date
                 of the termination of the optionee's employment or engagement
                 or such Change of Control.  Such notice shall state the number
                 of Purchasable Shares to be purchased and the determination of
                 the Board of Directors of the Fair Market





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                 Value per share of such Purchasable Shares.  If no notice is
                 given within the time limit specified above, the Purchase
                 Option shall terminate.

         (c)     The purchase price to be paid for the Purchasable Shares
                 purchased pursuant to the Purchase Option shall be, in the
                 case of any Common Stock, the Fair Market Value per share as
                 of the date of the notice of exercise of the Purchase Option
                 times the number of shares being purchased, and in the case of
                 any Option, the Fair Market Value per share times the number
                 of vested shares subject to such Option which are being
                 purchased, less the applicable per share Option exercise
                 price.  The purchase price shall be paid in cash.  The closing
                 of such purchase shall take place at the Company's principal
                 executive offices within ten days after the purchase price has
                 been determined.  At such closing, the Grantor shall deliver
                 to the purchasers the certificates or instruments evidencing
                 the Purchasable Shares being purchased, duly endorsed (or
                 accompanied by duly executed stock powers) and otherwise in
                 good form for delivery, against payment of the purchase price
                 by check of the purchasers).  In the event that,
                 notwithstanding the foregoing, the Grantor shall have failed
                 to obtain the release of any pledge or other encumbrance on
                 any Purchasable Shares by the scheduled closing date, at the
                 option of the purchasers) the closing shall nevertheless occur
                 on such scheduled closing date, with the cash purchase price
                 being reduced to the extent of all unpaid indebtedness for
                 which such Purchasable Shares are then pledged or encumbered.

         (d)     To assure the enforceability of the Company's rights under
                 this Section 9, each certificate or instrument representing
                 Common Stock or an Option held by him or it shall bear a
                 conspicuous legend in substantially the following form:

                 THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE
                 PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO
                 REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1998
                 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO
                 PURSUANT THERETO.  A COPY OF SUCH OPTION PLAN AND OPTION
                 AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT
                 ITS PRINCIPAL EXECUTIVE OFFICES.

         The Company's rights under this Section 9 shall terminate upon the
consummation of a Qualifying Public Offering.

10.      Adjustment of Shares.

         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 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 an Option and the per share price or value thereof
shall be appropriately adjusted by the Committee to give appropriate effect to
such Reorganization.  Any fractional shares or interests resulting from such
adjustment shall be eliminated.  Notwithstanding the foregoing, (i) each such
adjustment with respect to an Incentive Option shall comply with the rules of
Section 424(a) of the Code, and (ii) in no event shall any adjustment be made
which would render any Incentive Option granted hereunder other than an
"incentive stock option" for purposes of Section 422 of the Code.  The maximum
aggregate number of shares of Common Stock in respect of which Options may be
granted under this Plan as provided for in Section 3 shall be subject to
adjustment as contemplated above.





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         In the event the Company is not the surviving entity of a
Reorganization and, following such Reorganization, any optionee will hold
Options issued pursuant to this Plan which have not been exercised, canceled,
or terminated in connection therewith, the Company shall cause such Options to
be assumed (or canceled and replacement Options issued) by the surviving entity
or a Related Entity.

11.      Assignment or Transfer.

         (a)     Except as otherwise expressly provided in any Nonqualified
                 Option, no Option granted under the Plan or any rights or
                 interests therein shall be assignable or transferable by an
                 optionee except by will or the laws of descent and
                 distribution, and during the lifetime of an optionee, Options
                 granted to him or her hereunder shall be exercisable only by
                 the optionee or, in the event that a legal representative has
                 been appointed in connection with the Disability of an
                 optionee, such legal representative.

         (b)     At least ninety (90) days prior to selling, pledging,
                 hypothecating, transferring or otherwise disposing
                 ("Transfer") of any interest in Common Stock issued upon
                 exercise of an Option, the optionee proposing such Transfer
                 shall deliver a written notice (the "Sale Notice") to the
                 Company.  The Sale Notice will disclose in reasonable detail
                 the identity of the prospective transferee(s) and the terms
                 and conditions of the proposed transfer.  Such optionee (and
                 such optionee's transferees) shall not consummate any such
                 Transfer until ninety (90) days after the Sale Notice has been
                 delivered to the Company, unless the Company has notified such
                 optionee in writing that it will not exercise its rights under
                 this Section 11.b.  (The date of the first to occur of such
                 events is referred to herein as the "Authorization Date").
                 The Company or its designee may elect to purchase all (but not
                 less than all) of the shares of Common Stock to be Transferred
                 upon the same terms and conditions as those set forth in the
                 Sale Notice ("Right of First Refusal") by delivering a written
                 notice of such election to such optionee within thirty (30)
                 days after the receipt of the Sale Notice by the Company (the
                 "Election Notice").  If the Company has not elected to
                 purchase all of the shares of Common Stock specified in the
                 Sale Notice, such optionee may Transfer the shares of Common
                 Stock to the prospective transferee(s) as specified in the
                 Sale Notice, at a price and on terms no more favorable to the
                 transferee(s) thereof than specified in the Sale Notice,
                 during the 90-day period immediately following the
                 Authorization Date.  Any Option Shares not so transferred
                 within such 90-day period must be reoffered to the Company in
                 accordance with the provisions of this Section 11.b.  The
                 Right of First Refusal will not apply with respect to
                 Transfers of such shares of Common Stock a) by will or
                 pursuant to applicable laws of descent and distribution or
                 among the optionee's family group; provided that the
                 restrictions contained in this Section 11.b. will continue to
                 be applicable to the shares of Common Stock after any such
                 Transfer and provided further that the transferees of such
                 shares of Common Stock have agreed in writing to be bound by
                 the terms and provisions of this Plan and the applicable
                 Option Agreement as each may be amended from time to time.  In
                 addition, upon any transfer to a member of the optionee's
                 family group, the optionee shall be required to give notice to
                 the Company and as a condition to such Transfer to a member of
                 the optionee's family group, the optionee will maintain all
                 voting control over all of the shares of Common Stock.  The
                 optionee's, "family group" means the optionee's spouse and
                 lineal descendants (whether natural or adopted) and any trust
                 solely for the benefit of the optionee and/or the optionee's
                 spouse and/or lineal descendants.  In addition, with the prior
                 approval of the Committee, notwithstanding the provisions of
                 this Section 11.b., an optionee may pledge such shares of
                 Common Stock creating a security interest therein; provided,
                 that the pledgee agrees in writing to be bound, and that such
                 shares of Common Stock remain bound, by the terms





                                      -9-
<PAGE>   10
                 and provisions of this Plan and the applicable Option
                 Agreement, as each may be amended from time to time.

                          To assure the enforceability of the Company's rights
                 under this Section 11.b., each certificate or instrument
                 representing Common Stock or an Option held by him or it shall
                 bear a conspicuous legend in substantially the following form:

                 THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE
                 PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO A RIGHT OF FIRST
                 REFUSAL PROVIDED UNDER THE COMPANY'S ROLLOVER STOCK OPTION
                 PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT
                 THERETO.  A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE
                 AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
                 EXECUTIVE OFFICES.

         (c)     The rights and obligations pursuant to Section 11(a) and 11(b)
                 hereof will terminate upon the consummation of a Qualified
                 Public Offering.

         (d)     From and after the consummation of a Qualified Public
                 Offering, notwithstanding any limitation on a Key Employee's
                 or Eligible Non-Employee's right to transfer an Option, the
                 Committee may (in its sole discretion) permit a Key Employee
                 or Eligible Non-Employee to transfer an Option, or may cause
                 the Company to grant an Option that otherwise would be granted
                 to a Key Employee or Eligible Non-Employee, in any of the
                 following circumstances:  (a) pursuant to a qualified domestic
                 relations order, (b) to a trust established for the benefit of
                 the Key Employee or Eligible Non-Employee or one or more of
                 the children, grandchildren, or spouse of the Key Employee or
                 Eligible Non-Employee, as applicable; (c) to a limited
                 partnership in which all the interests are held by the Key
                 Employee or Eligible Non-Employee and that Person's children,
                 grandchildren or spouse; or (d) to another Person in
                 circumstances that the Committee believes will result in the
                 Option continuing to provide an incentive for the Key Employee
                 or Eligible Non-Employee to remain in the service of the
                 Company or its Subsidiaries and apply his or her best efforts
                 for the benefit of the Company or its Subsidiaries.  If the
                 Committee determines to allow such transfers or issuances of
                 Option, any Key Employee or Eligible Non-Employee desiring
                 such transfers or issuances shall make application therefor in
                 the manner and time that the Committee specifies and shall
                 comply with such other requirements as the Committee may
                 require to assure compliance with all applicable laws,
                 including securities laws, and to assure fulfillment of the
                 purposes of this Plan.  The Committee shall not authorize any
                 such transfer or issuance if it may not be made in compliance
                 with all applicable federal, state and foreign securities
                 laws.  The granting of permission for such an issuance or
                 transfer shall not obligate the Company to register the shares
                 of Common Stock to be issued under the applicable Option.


12.      Compliance with Securities Laws.

         The Company shall not in any event be obligated to file any
registration statement under the Securities Act or any applicable state
securities law to permit exercise of any option or to issue any Common Stock in
violation of the Securities Act or any applicable state securities law.  Each
optionee (or, in the event of his death or, in the event a legal representative
has been appointed in connection with his Disability, the Person exercising the
Option) shall, as a condition to his right to exercise any Option, deliver to
the Company an agreement or certificate containing such representations,
warranties and covenants as the Company may deem





                                      -10-
<PAGE>   11
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.

13.      Withholding Taxes.

         By acceptance of the Option, the optionee will be deemed to (i) agree
to reimburse the Company or Related Entity by which the optionee is employed
for any federal, state, or local taxes required by any government to be
withheld or otherwise deducted by such corporation in respect of the optionee's
exercise of all or a portion of the Option; (ii) authorize the Company or any
Related Entity by which the optionee is employed to withhold from any cash
compensation paid to the optionee or in the optionee's behalf, an amount
sufficient to discharge any federal, state, and local taxes imposed on the
Company, or the Related Entity by which the optionee is employed, and which
otherwise has not been reimbursed by the optionee, in respect of the optionee's
exercise of all or a portion of the Option; and (iii) agree that the Company
may, in its discretion, hold the stock certificate to which the optionee is
entitled upon exercise of the Option as security for the payment of the
aforementioned withholding tax liability, until cash sufficient to pay that
liability has been accumulated, and may, in its discretion, effect such
withholding by retaining shares issuable upon the exercise of the Option having
a Fair Market Value on the date of exercise which is equal to the amount to be
withheld.

14.      Costs and Expenses.

         The costs and expenses of administering the Plan shall be borne by the
Company and shall not be charged against any Option nor to any employee
receiving an Option.

15.      Funding of Plan.

         The Plan shall be unfunded.  The Company shall not be required to make
any segregation of assets to assure the payment of any Option under the Plan.

16.      Other Incentive Plans.

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





                                      -11-
<PAGE>   12
17.      Effect on Employment.

         Nothing contained in the Plan or any agreement related hereto or
referred to herein shall affect, or be construed as affecting, the terms of
employment of any Key Employee 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 or any Related Entity to continue the employment
of any Key Employee, and (ii) any Key Employee to remain in the employ of the
Company or any Related Entity.

18.      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:

         (a)     "Affiliate" shall mean, as to any Person, a Person that
                 directly, or indirectly through one or more intermediaries,
                 controls, or is controlled by, or is under common control
                 with, such Person.

         (b)     "Authorization Date" shall have the meaning set forth in
                 Section 11.b. hereof.

         (c)     "Board of Directors" shall have the meaning set forth in
                 Section 2 hereof.

         (d)     "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 for purposes
                 of Section 13(d) of 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.

         (e)     "Code" shall have the meaning set forth in Section 1 hereof.

         (f)     "Committee" shall have the meaning set forth in Section 2
                 hereof.

         (g)     "Common Stock" shall have the meaning set forth in Section 3
                 hereof.

         (h)     "Company" shall have the meaning set forth in Section 1
                 hereof.

         (i)     "Continuing Director" shall mean, as of the date of
                 determination, any Person who (i) was a member of the Board of
                 Directors of the Company on the date of adoption of this Plan,
                 (ii) was nominated for election or elected to the Board of
                 Directors of the Company 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.

         (j)     "Designated Date" means the first date on which each of the
                 following conditions shall have been met: (i) the Company
                 shall have consummated a Qualifying Public Offering and (ii)
                 the Company shall have ceased to be an Equity Fund Company.





                                      -12-
<PAGE>   13
         (k)     "Disability" shall mean permanent disability as defined under
                 the appropriate provisions of the long-term disability plan
                 maintained for the benefit of employees of the Company or any
                 Related Entity who are regularly employed on a salaried basis
                 unless another meaning shall be agreed to in writing by the
                 Committee and the optionee; Provided, however, that in the
                 case of an Incentive Option "disability" shall have the
                 meaning specified in Section 22(e)(3) of the Code.

         (l)     "Election Notice" shall have the meaning set forth in Section
                 11.b. hereof.

         (m)     "Eligible Non-Employee" shall have the meaning set forth in
                 Section 4 hereof.

         (n)     "Equity Fund Company" means any Person in which one or more
                 Equity Fund Investment Vehicles own(s), directly or
                 indirectly, more than 10% of the fully-diluted common stock or
                 has an unrecovered investment of $1,000,000 or more, and each
                 Subsidiary thereof.

         (o)     "Equity Fund Investment Vehicle" means HMTF/CH Holdings, L.P.,
                 Hicks, Muse, Tate & Furst Equity Fund II, L.P., Hicks, Muse,
                 Tate & Furst Equity Fund III, L.P., or any other similar
                 investment entity formed by Hicks, Muse, Tate & Furst
                 Incorporated.

         (p)     "Exchange Act" shall mean the Securities Exchange Act of 1934,
                 as amended.

         (q)     "Fair Market Value", shall, as it relates to the Common Stock,
                 mean the average of the high and low prices of such Common
                 Stock as reported on the principal national securities
                 exchange on which the shares of Common Stock are then listed
                 on the date specified herein, or if there were no sales on
                 such date, on the next preceding day on which there were
                 sales, 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.  Except as may be otherwise expressly provided
                 in a particular Option, Fair Market Value shall be determined
                 in good faith by the Committee.

         (r)     "Good Cause", with respect to any Key Employee, shall mean
                 (unless another definition is agreed to in writing by the
                 Company and the optionee) termination by action of the Board
                 of Directors because of: (A) the optionee's conviction of, or
                 plea of nolo contendere to, a felony or a crime involving
                 moral turpitude; (B) the optionee's personal dishonesty,
                 incompetence, 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 optionee's commission of
                 material mismanagement in the conduct of his duties as
                 assigned to him by the Board of Directors or the optionee's
                 supervising officer or officers of the Company or any Related
                 Entity; (D) the optionee's willful failure to execute or
                 comply with the policies of the Company or any Related Entity
                 or his stated duties as established by the Board of Directors
                 or the optionee's supervising officer or officers of the
                 Company or any Related Entity, or the optionee's intentional
                 failure to perform the optionee's stated duties; (E) substance
                 abuse or addiction on the part of the optionee.  "Good Cause",
                 with respect to any Eligible Non-Employee, shall mean (unless
                 another definition is agreed to in writing by the Company and
                 the optionee) termination by action of the Board of Directors
                 because of: (A) the optionee's conviction of, or plea of nolo
                 contendere to, a felony or a crime involving





                                      -13-
<PAGE>   14
                 moral turpitude; (B) the optionee's personal dishonesty,
                 incompetence, 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 optionee's commission of
                 material mismanagement in providing services to the Company or
                 any Related Entity; (D) the optionee's willful failure to
                 comply with the policies of the Company in providing services
                 to the Company or any Related Entity, or the optionee's
                 intentional failure to perform the services for which the
                 optionee has been engaged; (E) substance abuse or addiction on
                 the part of the optionee; or (F) the optionee's willfully
                 making any material misrepresentation or willfully omitting to
                 disclose any material fact to the board of directors of the
                 Company or any Related Entity with respect to the business of
                 the Company or any Related Entity.  Notwithstanding the
                 foregoing, in the case of each optionee listed on Schedule A
                 hereto, who as of the effective date of the Plan, has an
                 employment agreement with the Company or any Related Entity
                 that contains a definition of "Good Cause" (or any similar
                 definition), then during the term of such employment agreement
                 the definition contained in such employment agreement shall be
                 the applicable definition of "Good Cause" under the Plan as to
                 such optionee.

         (s)     "Grantor" has the meaning set forth in Section 9 hereof.

         (t)     "Hicks Muse Company" shall mean any Person in which the HMC
                 Group beneficially owns more than 25% of the fully-diluted
                 common stock or has an unrecovered investment of $1,000,000 or
                 more, and each Subsidiary thereof.

         (u)     "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).

         (v)     "Incentive Options" shall have the meaning set forth in
                 Section 6 hereof.

         (w)     The term "included" when used herein shall mean "including,
                 but not limited to".

         (x)     "Key Employee" shall have the meaning set forth in Section 4
                 hereof.

         (y)     "Marketable Securities" shall mean securities (i) of a class
                 or series listed or traded on the New York Stock Exchange,
                 American Stock Exchange, or NASDAQ National Market and (ii)
                 which, as a matter of law, shall at the time of acquisition be
                 (or which at the date of acquisition are legally committed to
                 become within six months after the date of acquisition) freely
                 saleable in unlimited quantities by the HMC Group to the
                 public, either pursuant to an effective registration statement
                 under the Securities Act as amended (including a current
                 prospectus which is available for delivery) or without the
                 necessity of such registration.

         (z)     "Non-Qualified Options" shall have the meaning set forth in
                 Section 6 hereof.

         (a)     "Options" shall have the meaning set forth in Section 1
                 hereof.

         (ab)    "Person" shall have the meaning set forth in Section 4 hereof,

         (ac)    "Plan" shall have the meaning set forth in Section 1 hereof.

         (ad)    "Purchasable Shares" shall have the meaning set forth in
                 Section 9 hereof.





                                      -14-
<PAGE>   15
         (ae)    "Purchase Option" shall have the meaning set forth in Section
                 9 hereof.

         (af)    "Qualifying Public Offering" shall mean a firm commitment
                 underwritten public offering of Common Stock for cash where
                 the proceeds to the Company (prior to deducting any
                 underwriters' discounts and commissions) exceed $10 million
                 and the shares of Common Stock registered under the Securities
                 Act are listed on a national securities exchange.

         (ag)    "Related Entities" shall have the meaning set forth in Section
                 1 hereof.

         (ah)    "Reorganization" shall have the meaning set forth in Section
                 10 hereof.

         (ai)    "Right of First Refusal" shall have the meaning set forth in
                 Section 11.b. hereof.

         (aj)    "Rule 16b-3" shall mean Rule 16b-3, as amended, or other
                 applicable rules under Section 16(b) of the Exchange Act.

         (ak)    "Sale of the Company" shall mean the first to occur of (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 for purposes of Section 13(d) of the Exchange Act,
                 other than one or more members of the HMC Group (a "Clause 1
                 Event"), (ii) the Company's ceasing to be a Hicks Muse Company
                 in a transaction or series of related transactions initiated
                 or agreed to by the HMC Group (other than the distribution by
                 one or more Equity Fund Investment Vehicles, following a
                 Qualifying Public Offering, of equity securities of the
                 Company to the investors in such Equity Fund Investment
                 Vehicle(s)) (a "Clause 2 Event"), or (iii) the consummation of
                 a transaction or series of related transactions initiated or
                 agreed to by the HMC Group pursuant to which the HMC Group
                 receives, in respect of its shares of Common Stock, cash
                 and/or Marketable Securities which have an aggregate value
                 equal to at least 75% of the total value of all Common Stock
                 owned by the HMC Group immediately prior to such transaction,
                 as determined by the Board of Directors in good faith (a
                 "Clause 3 Event"); provided, however, that the occurrence of a
                 Clause 1 Event, a Clause 2 Event or a Clause 3 Event on any
                 date after the Designated Date shall not constitute a "Sale of
                 the Company".

         (al)    "Sale Notice" shall have the meaning set forth in Section 11.b
                 hereof.

         (am)    "Section 162(m)" means Section 162(m) of the Code and the
                 rules and regulations adopted from time to time thereunder, or
                 any successor law or rule as it may be amended from time to
                 time.

         (an)    "Securities Act" shall mean the Securities Act of 1933, as
                 amended.

         (ao)    "Subsidiary" shall mean, with respect to any Person, any other
                 Person of which such first Person owns or has the power to
                 vote, directly or indirectly, securities representing a
                 majority of the votes ordinarily entitled to be cast for the
                 election of directors or other governing Persons.

         (ap)    "Transfer" shall have the meaning set forth in Section 11.b.
                 hereof.





                                      -15-
<PAGE>   16
19.      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 the 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 stockholders.  The Board of
Directors shall have the right to amend the Plan and the Options outstanding
thereunder, without the consent or joinder of any optionee or other Person, in
such manner as may be determined necessary or appropriate by the Board of
Directors in order to cause the Plan and the Options outstanding thereunder (i)
to qualify as "incentive stock options" within the meaning of Section 422 of
the Code, (ii) to comply with Rule 16b-3 (or any successor rule) under the
Exchange Act (or any successor law) and the regulations (including any
temporary regulations) promulgated thereunder, or (iii) to comply with Section
162(m) of the Code (or any successor section) and the regulations (including
any temporary regulations) promulgated thereunder.  Except as provided above,
no amendment, modification, suspension or termination of the Plan shall alter
or impair any Options previously granted under the Plan, without the consent of
the holder thereof.

20.      Individual Limitations on Awards.

         No Person may be granted during any one year period, Options with
respect to more than 25,023,844 shares of Common Stock.  If an Option is
canceled, the canceled Option shall continue to be counted against the maximum
number of shares of Common Stock for which Options may be granted to such
Person under the Plan.  If, after grant, the exercise price of an Option is
reduced, the transaction shall be treated as a cancellation of the Option and
the grant of a new Option.  In such case, both the Option that is deemed to be
canceled and the Option that is deemed to be granted reduce the maximum number
of shares for which Options may be granted to such Person under the Plan.

21.      Effective Date.

         The Plan shall become effective on the date on which it is approved by
the Board of Directors and the stockholders of the Company.





                                      -16-
<PAGE>   17





                                  SCHEDULE "A"


                                      NONE





                                      -17-