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                                                                    EXHIBIT 10.8



                                 AUDIONET, INC.

                             1996 STOCK OPTION PLAN

                  (AMENDED AND RESTATED AS OF FEBRUARY 1, 1997)


                                    ARTICLE I

                                   DEFINITIONS

         1.01 Capitalized terms used in this Plan and not otherwise defined
shall have the meanings set forth below:

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

                  (b) "Commission" shall mean the Securities and Exchange
Commission.

                  (c) "Committee" shall mean the committee appointed by the
Board to administer the Plan and consisting of two Board members, each of whom,
during such time as one or more Eligible Persons may be subject to Section l6 of
the Exchange Act, shall be disinterested within the meaning of Rule 16b-3 under
the Exchange Act; provided however, that the number of members of the Committee
may be reduced or increased from time to time by the Board to the number
required or allowed by Rule 16b-3 under the Exchange Act, as then in effect.

                  (d) "Common Stock" shall mean the Common Stock, $0.01 par
value, of the Company.

                  (e) "Company" shall mean AudioNet, Inc., a Delaware
corporation, and, when appropriate in context, its subsidiaries and/or
affiliates.

                  (f) "Eligible Person" shall mean any officer, employee, or
consultant of the Company (as determined by the Committee) other than
non-employee directors of the Company and members of the Committee; provided,
however, that an Eligible Person may be a member of the Committee until such
time as the Common Stock becomes registered pursuant to Section 12 of the
Exchange Act.

                  (g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

                  (h) "Fair Market Value" of a share of the Common Stock as of a
particular date shall be: (i) if the stock is listed on an established stock
exchange or exchanges, the mean between the highest and lowest sale prices of
the stock quoted for such date in the Transactions Index of each such exchange
as averaged with such mean price as reported on any and all other


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exchanges, as published in "The Wall Street Journal" and determined by the
Committee, or, if no sale price was quoted in any such Index for such date, then
as of the next preceding date on which such a sale price was quoted, provided
that the mean on such preceding date is not less than 100% of the fair market
value of the stock on the date the Option is granted; or (ii) if the stock is
not then listed on an exchange, the average of the closing bid and asked prices
per share for the stock in the over-the-counter market as quoted on the Nasdaq
system on such date; or (iii) if the stock is not then listed on an exchange or
quoted in the over-the-counter market, an amount determined in good faith by the
Committee. The fair market value of rights or property other than stock shall be
determined by the Committee on the basis of such factors as it may deem
appropriate.

                  (i) "Incentive Stock Option" shall mean an option to purchase
Common Stock granted under this Plan that qualifies as an incentive stock option
under Section 422 of the Internal Revenue Code.

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

                  (k) "Just Cause Dismissal" shall mean a termination of a
Participant's employment for any of the following reasons: (i) the Participant
violates any reasonable rule or regulation of the Board or the Participant's
superiors or the Chief Executive Officer or President of the Company that
results in damage to the Company or which the Participant fails to correct
within a reasonable time after written notice; (ii) any willful misconduct or
gross negligence by the Participant in the responsibilities assigned to him or
her; (iii) any willful failure to perform his or her job as required to meet
Company objectives; (iv) any wrongful conduct of a Participant which has an
adverse impact on the Company or which constitutes a misappropriation of Company
assets; (v) the Participant's performing services for any other person or entity
which competes with the Company while he or she is employed by the Company,
without the written approval of the Chief Executive Officer or President of the
Company; or (vi) any other conduct that the Board or Committee determines
constitutes Just Cause for Dismissal.

                  (l) "Nonqualified Stock Option" shall mean an option to
purchase Common Stock granted under this Plan that is not an Incentive Stock
Option.

                  (m) "Option" shall mean an option to purchase Common Stock
granted under this Plan, and can be an Incentive Stock Option or a Nonqualified
Stock Option.

                  (n) "Parent" means a "parent corporation" as that term is
defined in Section 424(e) of the Internal Revenue Code.

                  (o) "Participant" shall mean an Eligible Person who has been
granted an Option.

                  (p) "Permanent Disability" shall mean that the Participant
becomes physically or mentally incapacitated or disabled so that he or she is
unable to perform substantially the same services as he or she performed prior
to incurring such incapacity or disability (the Company, at


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its option and expense, being entitled to retain a physician to confirm the
existence of such incapacity or disability, and the determination of such
physician to be binding upon the Company and the Participant), and such
incapacity or disability continues for a period of three consecutive months or
six months in any 12-month period or such other period(s) as may be determined
by the Committee with respect to any Option, provided that for purposes of
determining the period during which an Incentive Stock Option may be exercised
pursuant to Section 3.07(b)(ii) hereof, Permanent Disability shall mean
"permanent and total disability" as defined in Section 22(e) of the Internal
Revenue Code.

                  (q) "Plan" shall mean this Cameron Audio Networks, Inc. 1996
Stock Option Plan.

                  (r) "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.

                  (s) "Subsidiary" means a "subsidiary corporation" as that term
is defined in Section 424(f) of the Internal Revenue Code.

                                   ARTICLE II

                                     GENERAL

         2.01 Adoption. This Plan has been adopted by the Board and approved by
the shareholders of the Company and is effective as of May 15, 1996.

         2.02 Purpose. The Plan is designed to promote the interests of the
Company and its shareholders by using investment interests in the Company to
attract and retain key personnel and to encourage and reward their contributions
to the performance of the Company.

         2.03 Administration. The Plan shall be administered by the Committee,
which, subject to the express provisions of the Plan, shall have the power to
construe the Plan and any agreements or memoranda defining the rights and
obligations of the Company and Participants thereunder, to determine all
questions arising thereunder, to adopt and amend such rules and regulations for
the administration thereof as it may deem desirable, and otherwise to carry out
the terms of the Plan and such agreements and confirming memoranda. The
interpretation and construction by the Committee of any provisions of the Plan
or of any Option granted under the Plan shall be final. Any action taken by, or
inaction of, the Committee relating to this Plan or Options shall be within the
absolute discretion of the Committee and shall be conclusive and binding upon
all persons. No member of the Committee shall be liable for any such action or
inaction except in circumstances involving bad faith of himself or herself.
Subject only to compliance with the express provisions hereof, the Committee may
act in its absolute discretion in matters related to this Plan or Options.
Subject to the requirements of Section 1.01(c), the Board may from time to time
increase or decrease the number of members of the Committee, remove from
membership on the Committee all or any portion of its members, and appoint such
person or persons as it desires to fill any vacancy existing on the Committee,
whether caused by removal, resignation or otherwise.


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         2.04 Participation. A person shall be eligible to receive grants of
Options under this Plan if, at the time of the Option's grant, he or she is an
Eligible Person.

         2.05 Shares of Common Stock Subject to the Plan and Grant Limit. The
shares that may be issued upon exercise of Options granted under the Plan shall
be authorized and unissued shares of Common Stock or previously issued shares of
Common Stock reacquired by the Company. The aggregate number of shares that may
be issued upon exercise of Options granted under the Plan shall not exceed
24,000 shares of Common Stock, subject to adjustment in accordance with Article
IV. The maximum number of shares of Common Stock for which options may be
granted to any one Eligible Person during any calendar year shall be 4,000,
subject to adjustment in accordance with Article IV.

         2.06 Amendments. The Company's Board of Directors or the Committee may,
insofar as permitted by law, from time to time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever (including, without limitation,
to comply with or take advantage of the rules promulgated under Section 16 of
the Exchange Act or under the Internal Revenue Code), except that the Committee
may not amend Section 4.03 and except that no such amendment shall alter or
impair or diminish any rights or obligations under any Option theretofore
granted under the Plan without the consent of the person to whom such Option was
granted. In addition, if an amendment to the Plan would increase the number of
shares subject to the Plan or the maximum number of shares for which Options may
be granted to each Eligible Person during any calendar year (as adjusted under
Article IV), materially modify the requirements as to eligibility for
participation in the Plan, extend the final date upon which Options may be
granted under the Plan, or otherwise materially increase the benefits accruing
to participants under the Plan in a manner not specifically contemplated herein
or affect the Plan's compliance with Rule 16b-3 under the Exchange Act or
applicable provisions of the Internal Revenue Code, the amendment shall be
approved by the Company's shareholders to the extent required to comply with
Rule 16b-3 under the Exchange Act or applicable provisions of or rules under the
Internal Revenue Code.

         2.07 Term of Plan. Options may be granted under the Plan until the
tenth anniversary of the effective date of the Plan, whereupon the Plan shall
terminate. No Options may be granted during any suspension of this Plan or after
its termination. Notwithstanding the foregoing, each Option properly granted
under the Plan shall remain in effect until such Option has been exercised or
terminated in accordance with its terms and the terms of the Plan.

         2.08 Restrictions. All Options granted under the Plan shall be subject
to the requirement that, if at any time the Company shall determine, in its
discretion, that the listing, registration or qualification of the shares
subject to Options granted under the Plan upon any securities exchange or under
any state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such an Option or the issuance, if any, or purchase of
shares in connection therewith, such Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company. Unless the shares of stock to be issued upon exercise of an Option
granted under the Plan have


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been effectively registered under the Securities Act, the Company shall be under
no obligation to issue any shares of stock covered by any Option unless the
person who exercises such Option, in whole or in part, shall give a written
representation and undertaking to the Company satisfactory in form and scope to
counsel to the Company and upon which, in the opinion of such counsel, the
Company may reasonably rely, that he or she is acquiring the shares of stock
issued to him or her pursuant to such exercise of the Option for his or her own
account as an investment and not with a view to, or for sale in connection with,
the distribution of any such shares of stock, and that he or she will make no
transfer of the same except in compliance with any rules and regulations in
force at the time of such transfer under the Securities Act, or any other
applicable law, and that if shares of stock are issued without such
registration, a legend to this effect may be endorsed upon the securities so
issued, and the Company may order its transfer agent to stop transfers of such
shares.

         2.09 Nonassignability. No Option granted under the Plan shall be
assignable or transferable except (a) by will or by the laws of descent and
distribution, or (b) subject to the final sentence of this Section 2.09, upon
dissolution of marriage pursuant to a qualified domestic relations order or, in
the discretion of the Committee and under circumstances that would not adversely
affect the interests of the Company, pursuant to a nominal transfer that does
not result in a change in beneficial ownership. During the lifetime of a
Participant, an Option granted to him or her shall be exercisable only by the
Participant (or the Participant's permitted transferee) or his or her guardian
or legal representative. Notwithstanding the foregoing, (i) no Option owned by a
Participant subject to Section 16 of the Exchange Act may be assigned or
transferred in any manner inconsistent with Rule 16b-3 thereunder, and (ii)
Incentive Stock Options may not be assigned or transferred in violation of
Section 422(b)(5) of the Internal Revenue Code (or any comparable or successor
provision) or the Treasury Regulations thereunder, and nothing herein is
intended to allow such assignment or transfer.

         2.10 Withholding Taxes. Whenever shares of stock are to be issued upon
exercise of an Option granted under the Plan or subsequently transferred, the
Committee shall have the right to require the Participant to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the delivery of any certificate or certificates for
such shares. The Committee may, in the exercise of its discretion, allow
satisfaction of tax withholding requirements by accepting delivery of stock of
the Company or by withholding a portion of the stock otherwise issuable upon
exercise of an Option.

         2.11 Rights of Eligible Persons and Participants. A Participant or a
permitted transferee of an Option shall have no rights as a shareholder with
respect to any shares issuable or issued upon exercise of the Option until the
date of the receipt by the Company of all amounts payable in connection with
exercise of the Option, including the exercise price and any amounts required by
the Company pursuant to Section 2.10. Status as an Eligible Person shall not be
construed as a commitment that any Option will be granted under this Plan to an
Eligible Person or to Eligible Persons generally. Nothing contained in this Plan
(or in option agreements or confirming memoranda or in any other documents
related to this Plan or to Options granted hereunder) shall confer upon any
Eligible Person or Participant any right to continue in the employ of the
Company or constitute any contract or agreement of employment, or interfere in
any way with the right of the Company to reduce such person's compensation or
other benefits or to terminate


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the employment of such Eligible Person or Participant, with or without cause,
but nothing contained in this Plan or any document related hereto shall affect
any other contractual right of any Eligible Person or Participant. No person
shall have any right, title or interest in any fund or in any specific asset
(including shares of capital stock) of the Company by reason of any Option
granted hereunder. Neither this Plan (or any documents related hereto) nor any
action taken pursuant hereto shall be construed to create a trust of any kind or
a fiduciary relationship between the Company and any person. To the extent that
any person acquires a right to receive an Option hereunder, such right shall be
no greater than the right of any unsecured general creditor of the Company.

         2.12 Other Compensation Plans. The adoption of this Plan shall not
affect any other stock option, incentive or other compensation plans in effect
for the Company, and the Plan shall not preclude the Company from establishing
any other forms of incentive compensation for employees, directors or advisors
of the Company.

                                   ARTICLE III

                                  STOCK OPTIONS

         3.01 Grants of Options. Subject to the express provisions of this Plan,
the Committee shall from time to time in its discretion select from the class of
Eligible Persons those individuals to whom Options shall be granted, and shall
determine the terms of such Options (which need not be identical) and the number
of shares of Common Stock for which each may be exercised. Each Option shall be
subject to the terms and conditions of the Plan and such other terms and
conditions established by the Committee as are not inconsistent with the purpose
and provisions of the Plan. One or more Options may be granted to any Eligible
Person. Options may be Incentive Stock Options or Nonqualified Stock Options.

         3.02  Exercise Price.

                  (a) Setting the Exercise Price. The exercise price for each
Option shall be determined by the Committee at the date such Option is granted
at the Fair Market Value of the Common Stock subject to the Option; provided
that in the case of a recipient of an Incentive Stock Option who at the time of
grant owns more than 10% of the combined voting power of the Company (after
application of the constructive ownership rules of Section 424(d) of the
Internal Revenue Code), or any Parent or Subsidiary, the exercise price for such
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the date of grant. The Committee, with the consent of the
Participant, may, subject to compliance with statutory or administrative
requirements applicable to Incentive Stock Options, amend the terms of any
Option to provide that the exercise price of the shares remaining subject to the
Option shall be reestablished at a price not less than 100% of the Fair Market
Value of the Common Stock on the effective date of the amendment, or effect a
reduction in exercise price by cancellation of an existing option and grant of a
replacement option at an exercise price not less than 100% of the Fair Market
Value of the Common Stock on the effective date of the grant. No modification


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of any other term or provision of any Option which is amended in accordance with
the foregoing shall be required, although the Committee may, in its discretion,
make such further modifications of any such Option as are not inconsistent with
the Plan.

                  (b) Payment of the Exercise Price. The exercise price shall be
payable upon the exercise of an Option in legal tender of the United States or
such other consideration as the Committee may deem acceptable, including without
limitation stock of the Company delivered by or on behalf of the person
exercising the Option or retained by the Company from the stock otherwise
issuable upon exercise or surrender of other options previously granted to the
Participant (in either case valued at fair market value as of the exercise
date), provided, however, that the Committee may, in the exercise of its
discretion, (i) allow exercise of an Option in a broker-assisted or similar
transaction in which the exercise price is not received by the Company until
promptly after exercise, and/or (ii) allow the Company to loan the exercise
price to the person entitled to exercise the Option, if the exercise will be
followed by a prompt sale of some or all of the underlying shares and a portion
of the sales proceeds is dedicated to full payment of the exercise price and
amounts required by the Company pursuant to Section 2.10.

         3.03 Option Period and Vesting.

                  (a) Initial Determination. Options granted hereunder shall
vest and may be exercised as determined by the Committee, except that no Option
may vest and become exercisable at any time prior to one year from the date the
Option is granted (other than pursuant to Section 3.03(b) or Section 4.02, and
except that exercise of Options after termination of the Participant's
employment shall be subject to Section 3.07. Each Option granted hereunder and
all rights or obligations thereunder shall expire on such date as shall be
determined by the Committee, but not later than ten years after the date the
Option is granted, or five years after the date of grant in the case of a
recipient of an Incentive Stock Option who at the time of grant owns more than
10% of the combined voting power of the Company (after application of the
constructive ownership rules of Section 424(d) of the Internal Revenue Code), or
any Parent or Subsidiary, and shall be subject to earlier termination as herein
provided.

                  (b) Acceleration and Extension. The Committee may in its
discretion at any time and from time to time after the grant of an Option with
the consent of the Participant accelerate or extend the vesting or exercise
period of the Option in whole or part.

         3.04 Exercise of Options. Except as otherwise provided herein, an
Option may become exercisable, in whole or in part, on the date or dates
specified by the Committee and thereafter shall remain exercisable until the
expiration or earlier termination of the Option. No Option shall be exercisable
except in respect of whole shares, and fractional share interests shall be
disregarded. Not less than 10 shares of stock (or such other amount as is set
forth in the applicable option agreement or confirming memorandum) may be
purchased at one time unless the number purchased is the total number at the
time available for purchase under the terms of the Option. An Option shall be
deemed to be exercised when the Secretary of the Company receives written notice
of such exercise from the Participant, together with payment of the exercise
price made in accordance with Section 3.02 and any amounts required under
Section 2.10. Notwithstanding any other provision of this Plan, the Committee
may impose, by

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rule or in option agreements or confirming memoranda, such conditions upon the
exercise of Options (including, without limitation, conditions limiting the time
of exercise to specified periods) as may be required to satisfy applicable
regulatory requirements, including without limitation Rule 10b-5 or Rule 16b-3
(or any successor rule) under the Exchange Act and any applicable section of or
rule under the Internal Revenue Code.

         3.05 Limitation on Exercise of Incentive Stock Options. The aggregate
fair market value (determined as of the respective date or dates of grant) of
the stock for which one or more Options granted to any recipient under the Plan
(or any other option plan of the Company or any of its subsidiaries or
affiliates) may for the first time become exercisable as Incentive Stock Options
under the federal tax laws during any one calendar year shall not exceed
$100,000. Any Options granted as Incentive Stock Options pursuant to the Plan in
excess of such limitation shall be treated as Nonqualified Stock Options.

         3.06 Option Agreements. Each Option granted under the Plan shall be
evidenced by an option agreement duly executed on behalf of the Company and by
the Participant or, in the Committee's discretion, a confirming memorandum
issued by the Company to the Participant, stating the number of shares of Common
Stock issuable upon exercise of the Option, the exercise price, the time or
times during which the Option is exercisable and the time or times at which the
Option vests and becomes exercisable. Such option agreements or confirming
memoranda may but need not be identical and shall comply with and be subject to
the terms and conditions of the Plan, a copy of which shall be provided to each
Option recipient and incorporated by reference into each option agreement or
confirming memorandum. Any option agreement or confirming memorandum may contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Committee.

         3.07 Termination of Employment.

                  (a) Termination for Cause. Except as otherwise provided in a
written agreement between the Company and a Participant, which may be entered
into at any time before or after termination, in the event of a Just Cause
Dismissal of the Participant, all of the Participant's unexercised Options,
whether or not vested, shall expire and become unexercisable as of the date of
such Just Cause Dismissal.

                  (b) Termination other than Just Cause Dismissal. Subject to
subsection (a) above and subsection (c) below, and except as otherwise provided
in a written agreement between the Company and the Participant or a confirming
memorandum issued by the Company to the Participant with the Participant's
consent, which may be entered into or delivered at any time before or after
termination, in the event of a Participant's termination of employment for:

                           (i) any reason other than Just Cause Dismissal, death
         or Permanent Disability, the Participant's unexercised Options, whether
         or not vested, shall expire and become unexercisable as of the earlier
         of (A) the date such Options would expire in accordance with their
         terms if the Participant remained employed or (B) three months after
         the date of termination, in the case of Incentive Stock Options, or six
         months after the date of termination, in the case of Nonqualified Stock
         Options.


<PAGE>   9

                           (ii) death or Permanent Disability, the Participant's
         unexercised Options, whether or not vested, shall expire and become
         unexercisable as of the earlier of (A) the date such Options would
         expire in accordance with their terms if the Participant remained
         employed or (B) 12 months after the date of termination.


                  (c) Alteration of Vesting and Exercise Periods.
Notwithstanding anything to the contrary in Sections 3.07(a) or (b), the
Committee may in its discretion pursuant to Section 3.03(b) designate shorter or
longer periods to exercise Options following a Participant's termination of
employment. Options shall be exercisable by a Participant (or his or her
successor in interest) following such Participant's termination of employment
only to the extent that installments thereof had become exercisable on or prior
to the date of such termination unless the vesting period is extended beyond the
termination date pursuant to Section 3.03(b).

         3.08 Unused Option Shares. In the event that any outstanding Option
under the Plan expires by reason of lapse of time or is otherwise terminated
without exercise for any reason, then the shares of stock subject to any such
Option that have not been issued upon exercise of the Option shall again become
available in the pool of shares of stock for which Options may be granted under
the Plan.

                                   ARTICLE IV

                             CORPORATE TRANSACTIONS

         4.01 Anti-dilution Adjustments. The number of shares of Common Stock
available for issuance upon exercise of Options granted under the Plan, the
maximum number of shares for which Options granted under the Plan may be
exercised by any individual, the number of shares for which each Option (issued
and unissued) can be exercised and the exercise price per share of Options
(issued and unissued) shall be appropriately and proportionately adjusted for
any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of
issued and outstanding shares of Common Stock effected without receipt of
consideration by the Company. No fractional interests will be issued under the
Plan resulting from any such adjustments. The preceding sentence shall not
result in an adjustment to the terms of an Incentive Stock Option unless such
adjustment either (a) would not cause the Option to lose its status as an
Incentive Stock Option or (b) is agreed to in writing by the Committee and the
Participant.

         4.02 Mergers; Changes in Control. Subject to the other provisions of
this Section 4.02, if the Company shall consummate any reorganization or merger
or consolidation, each outstanding Option shall be exercisable for the
securities and/or other consideration that a holder of the same number of shares
of Common Stock as are subject to that Option would have been entitled to
receive in such reorganization or merger or consolidation, and appropriate
adjustments shall be made to the exercise price thereof. Immediately prior to
the effective time of any Change


<PAGE>   10

in Control (as defined below), any Options specified at any time by the
Committee or the Board in its discretion shall vest and become exercisable, and
all conditions to exercise thereof shall be deemed to have been met. In the case
of a Change in Control described in item (c) or (d) below, (x) all outstanding
Options not accelerated by the Committee or Board pursuant to the second
sentence of this Section 4.02 shall automatically vest and become exercisable
immediately prior to the effective time of the Change in Control, if and to the
extent that such Options are not, in connection with the Change in Control, to
be cashed-out at full value, continued by the Company as the surviving
corporation in a reorganization or merger or consolidation, assumed by the
successor corporation or parent thereof, or replaced with comparable options to
purchase shares of the capital stock of the successor corporation or its parent
or other compensation programs conferring comparable benefits; and (y) the
determination of such full value or comparability shall be made by the Committee
and its determination shall be final, binding and conclusive. Options not
exercised prior to a Change in Control shall continue in effect, subject to the
first sentence of this Section 4.02 and to cash-out, assumption or replacement
as described in the preceding sentence. For purposes hereof, a "Change in
Control" means the following and shall be deemed to occur if any of the
following events occur:

                  (a) Except as provided by subparagraph (c) hereof, the
acquisition (other than from the Company) by any person, entity or group, within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for
this purpose, the Company or its subsidiaries, or any employee benefit plan of
the Company or its subsidiaries which acquires beneficial ownership of voting
securities of the Company), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of Common Stock or other voting
securities of the Company such that such person, entity or group owns 40% or
more of either the then outstanding shares of Common Stock or the combined
voting power of the Company's then outstanding voting securities entitled to
vote generally in the election of directors; or

                  (b) Individuals who, as of the effective date of the Plan,
constitute the Board of Directors of the Company (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board of Directors of
the Company, provided that any person becoming a director subsequent to the
effective date hereof whose election, or nomination for election by the
Company's shareholders, is or was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) shall be, for purposes of this Plan,
considered as though such person were a member of the Incumbent Board; or


                  (c) Consummation by the Company of the sale or other
disposition by the Company of all or substantially all of the Company's assets
or a reorganization or merger or consolidation with any other person, entity or
corporation, other than:


<PAGE>   11

                           (i) a reorganization or merger or consolidation that
         would result in the voting securities of the Company outstanding
         immediately prior thereto (or, in the case of a reorganization or
         merger or consolidation that is preceded or accomplished by an
         acquisition or series of related acquisitions by any person, entity, or
         group, by tender or exchange offer or otherwise, of voting securities
         representing 5% or more of the combined voting power of all securities
         of the Company, immediately prior to such acquisition or the first
         acquisition in such series of acquisitions) continuing to represent
         (either by remaining outstanding or by being converted into voting
         securities of another entity) more than 50% of the combined voting
         power of the voting securities of the Company or such other entity
         outstanding immediately after such reorganization or merger or
         consolidation (or series of related transactions involving such a
         reorganization or merger or consolidation), or

                           (ii) a reorganization or merger or consolidation
         effected to implement a recapitalization or reincorporation of the
         Company (or similar transaction) that does not result in a material
         change in beneficial ownership of the voting securities of the Company
         or its successor; or


                  (d) Approval by the shareholders of the Company of a plan of
complete liquidation of the Company.

         Notwithstanding the preceding provisions of this Section 4.02, a Change
in Control shall not be deemed to have occurred (l) if the "person" described in
the preceding provisions is an underwriter or underwriting syndicate that has
acquired the ownership of the Company's voting securities solely in connection
with a public offering of the Company's securities or (2) if the "person"
described in the preceding provisions is an employee stock ownership plan or
other employee benefit plan maintained by the Company that is qualified under
the provisions of the Employee Retirement Income Security Act of 1974, as
amended.

         4.03 Determination by the Committee. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Committee, whose determination in that respect shall be final,
binding and conclusive. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all of any part of its business or assets.