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                                                                      EXHIBIT 10




                                UTILX CORPORATION

           AMENDED AND RESTATED 1994 OPTION AND RESTRICTED STOCK PLAN

1.       DEFINITIONS

The following terms have the corresponding meanings for purposes of the Plan:

"Change of Control" means the occurrence of any one of the following events:
(a)      a "Board Change." For purposes of the Plan, a Board Change occurs if
a majority of the seats (other than vacant seats) on the Corporation's Board
of Directors (the "Board") become occupied by individuals who were neither
(i) nominated by a majority of the Incumbent Directors nor (ii) appointed by
directors so nominated. An "Incumbent Director" is a member of the Board who
has been either (A) nominated by a majority of the directors of the
Corporation then in office or (B) appointed by directors so nominated, but
excluding any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as defined by Rule
14a-11 of Regulation 14A under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board.
(b)      the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
"Beneficial Ownership" (within the meaning of Rule 13d-3 under the Exchange
Act) of
         (i) 15% or more of either (A) the then-outstanding shares of Common
Stock (the "Outstanding Corporation Common Stock") or (B) the combined voting
power of the then-outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the "Outstanding Corporation Voting
Securities"), which is not approved in advance by a majority of the Incumbent
Directors, or
         (ii) 33% or more of either (A) the Outstanding Corporation Common Stock
or (B) the Outstanding Corporation Voting Securities, which is approved in
advance by a majority of the Incumbent Directors. The following acquisitions,
however, shall not constitute a Change of Control: (x) any acquisition by the
Corporation, (y) any acquisition by any employee benefit plan (or related trust)
sponsored by or maintained by the Corporation or any corporation controlled by
the Corporation, or (z) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following the reorganization,
merger or consolidation, the conditions described in Section 1(c) (i), (ii) and
(iii) of the following subsection (c) are satisfied.
(c)      approval by the stockholders of the Corporation of a reorganization,
merger or consolidation, unless, immediately following the reorganization,
merger or consolidation,
         (i) all or substantially all of the individuals and entities who were
the beneficial owners of, respectively, the Outstanding Corporation Common Stock
and Outstanding Corporation Voting Securities immediately before the
reorganization, merger or consolidation then beneficially own, directly or
indirectly, more than 66-2/3% of both the then-outstanding shares of common
stock of the corporation resulting from the reorganization, merger or
consolidation and the combined voting power of the then-outstanding voting
securities of the resulting corporation entitled to vote generally in the
election of directors, in substantially the same proportions as their ownership,
immediately before the reorganization, merger or consolidation, of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities,
         (ii) no Person (excluding the Corporation, any employee benefit plan
(or related trust) of the Corporation or the corporation resulting from the
reorganization, merger or consolidation and any Person beneficially owning,
directly or indirectly, immediately before the reorganization, merger or
consolidation,



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33% or more of the Outstanding Corporation Common Stock or
Outstanding Corporation Voting Securities) beneficially owns, directly or
indirectly, 33% or more of either the then-outstanding shares of common stock of
the corporation resulting from the reorganization, merger or consolidation or
the combined voting power of the then-outstanding voting securities of the
resulting corporation entitled to vote generally in the election of directors,
and
         (iii) at least a majority of the members of the board of directors of
the corporation resulting from the reorganization, merger or consolidation were
Incumbent Directors at the time the Board executed the initial agreement
providing for the reorganization, merger or consolidation.
(d)      approval by the Corporation's stockholders of
         (i) a complete liquidation or dissolution of the Corporation or
         (ii) the sale or other disposition of all or substantially all of the
assets of the Corporation, other than to a corporation, in which immediately
following the sale or other disposition, (A) all or substantially all of the
individuals and entities who were the beneficial owners of, respectively, the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately before the sale or other disposition then beneficially
own, directly or indirectly, more than 66-2/3% of both the then-outstanding
shares of common stock of the resulting corporation and the combined voting
power of the then-outstanding voting securities of the resulting corporation
entitled to vote generally in the election of directors, in substantially the
same proportion as their ownership of the Outstanding Corporation Common Stock
and Outstanding Corporation Voting Securities immediately before the sale or
other disposition, (B) no Person (excluding the Corporation and any employee
benefit plan (or related trust) of the Corporation or the resulting corporation
and any Person beneficially owning, directly or indirectly, immediately before
the sale or other disposition, 33% or more of the Outstanding Corporation Common
Stock or Outstanding Corporation Voting Securities) beneficially owns, directly
or indirectly, 33% or more of either the then-outstanding shares of common stock
of the resulting corporation or the combined voting power of the
then-outstanding voting securities of the resulting corporation entitled to vote
generally in the election of directors, and (C) at least a majority of the
members of the board of directors of the resulting corporation were approved by
a majority of the Incumbent Directors at the time the Board executed the initial
agreement of action providing for the sale or other disposition of assets of the
Corporation.

"Code" means the United States Internal Revenue Code of 1986, as amended.

"Committee" means the Committee or Committees provided for in Section 4, which
shall administer the Plan.

"Common Stock" means the Corporation's common stock, par value $0.01 per share.

"Corporation" means UTILX Corporation, a Delaware corporation.

"Designated Beneficiary" means any person designated in writing by a Participant
as a legal recipient of payments due under an award in the event of the
Participant's death or, in the absence of such designation, the Participant's
estate. This designation must be on file with the Corporation in order to be
effective but, unless the Participant has made an irrevocable designation, may
be changed from time to time by the Participant.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" of the Common Stock as of any trading day means the closing
sales price of the Common Stock as reported on that trading day by the Nasdaq
National Market. If Nasdaq reports no closing sales price for the Common Stock
on that trading day, then "Fair Market Value" shall mean the highest bid price
reported for the Common Stock on that trading day by the National Quotation
Bureau Incorporated or any similar nationally recognized organization. The
Committee, at its sole discretion, shall make all determinations required by
this definition.



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"Incentive Stock Option" means an incentive stock option as defined in Section
422 of the Code.

"Maximum Annual Participant Grant" means the maximum number of shares for which
an Option or Options may be granted to any optionee Participant in any one
fiscal year of the Corporation.

"Nonqualified Stock Option" means an Option that does not qualify as an
Incentive Stock Option.

"Officer" means a duly elected officer of the Corporation as defined in the
Corporation's Bylaws.

"Option" means an option to purchase shares of Common Stock granted under the
Plan, whether an Incentive Stock Option or a Nonqualified Stock Option.

"Participant" means an employee or Officer who has received an award under the
Plan.

"Plan" means this UTILX Corporation Amended and Restated 1994 Option and
Restricted Stock Plan.

"Related Corporation" (other than a parent corporation) means any corporation
(other than the Corporation) in an unbroken chain of corporations ending with
the Corporation, if one of the other corporations in the chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock of each of the corporations other than the Corporation. When referring to
a parent corporation, the term "Related Corporation" means any corporation in an
unbroken chain of corporations ending with the Corporation if, at the time of
the granting of the Option or Restricted Stock, each of the corporations other
than the Corporation owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.

"Restricted Period" shall have the meaning set forth in Section 7(c).

"Restricted Stock" means the shares of Common Stock referred to in Section 7.

"Retirement" means the termination of the services of a Participant because of
normal retirement or early retirement, as may be approved by the Committee.

"Rule 16b-3" means Rule 16b-3 under the Exchange Act.

"Withholding Tax" means any tax, including any federal, state or local income
tax or payroll tax, required by any governmental entity to be withheld or
otherwise deducted and paid with respect to the transfer of shares of Common
Stock as a result of the exercise of a Nonqualified Stock Option (as defined in
Section 6(a)) or the award or vesting of Restricted Stock or stock grants.

2.       STOCK SUBJECT TO THE PLAN

On April 21, 1994, the effective date of the Plan, 600,000 shares of Common
Stock were reserved for issuance upon the exercise of Options and for issuance
of Restricted Stock awards under the Plan. On April 1, 1997 and on April 1 of
each year thereafter until April 1, 2001, the number of shares of Common Stock
that are available for issuance under the Plan shall be increased by an amount
of 3.4% of the outstanding common shares on that date. Any unused portion of the
available shares in any fiscal year, including those available as of April 1,
1997, are carried forward and available for grants and awards in succeeding
fiscal years. Shares reserved for issuance upon the exercise of Options and for
issuance of Restricted Stock may be authorized and unissued shares of Common
Stock or previously outstanding shares of Common Stock then held in the
Corporation's treasury. The maximum number of Incentive Stock Options issuable
under the Plan after May 30, 1997 is 900,000. The issuance of shares of
Restricted Stock is limited to 50,000 in any one fiscal year. If any Option
granted under the Plan expires or terminates for any reason (including, without



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limitation, because of its cancellation, in whole or in part, under the
provisions of Section 6(c) or otherwise, or the substitution of a new option)
without having been exercised in full, the shares subject to that Option shall
again be available for issuance under the Plan. If shares of Restricted Stock
are forfeited and returned to the Corporation under the provisions of Section 7,
those shares shall again be available for the purposes of issuance under the
Plan to the extent permitted by Rule 16b-3.

3.       ADMINISTRATION

The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have plenary authority and
discretion to determine the individuals to whom, and the times at which,
Restricted Stock shall be awarded and Options shall be granted (including,
without limitation, whether such Options shall be Incentive Stock Options,
Nonqualified Stock Options or both) and the number of shares to be covered by
each such award or grant. In making these determinations, the Committee may take
into account the nature of the services rendered by the respective Participants,
their present and potential contributions to the Corporation's success and any
other factors that the Committee may deem relevant. Subject to the express
provisions of the Plan, the Committee shall have plenary authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it,
to determine the terms and provisions of Restricted Stock and option agreements
(which need not be identical) and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's determinations of
the matters referred to in this Section 3 shall be conclusive. The Corporation
intends for the Plan and its administration to comply in all respects with Rule
16b-3, and if any Plan provision is later found not to be in compliance with
Rule 16b-3, the provision shall be void, and in all events the Plan shall be
construed in favor of its meeting the requirements of Rule 16b-3.
Notwithstanding anything in the Plan to the contrary, the Board, at its absolute
discretion, may bifurcate the Plan so as to restrict, limit or condition the use
of any provision of the Plan to persons who are subject to Section 16 of the
Exchange Act without so limiting or conditioning the Plan with respect to other
persons.

4.       THE COMMITTEE

The Board shall designate a Committee (or Committees) of members of the Board.
With respect to Options granted and Restricted Stock awarded to officers and
directors who are subject to Section 16 of the Exchange Act, the Committee (or
Committees) shall meet the requirements of Rule 16b-3.

The Committee shall be appointed by the Board, which may from time to time
appoint members of the Committee in substitution for members previously
appointed and may fill vacancies, however caused, in the Committee. The
Committee shall select one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine. A majority of its members
shall constitute a quorum. All determinations of the Committee shall be made by
not less than a majority of its members. Any decision or determination reduced
to writing and signed by all the Committee members shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary. The Committee shall keep minutes of its
meetings and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.

5.       ELIGIBILITY

The Committee may award Restricted Stock and grant Options to employees or
Officers of the Corporation or a Related Corporation. The award of Incentive
Stock Options by the Committee is limited to employees of the Corporation and
any Related Corporation. Any person eligible under the Plan may receive one or
more grants of Options or one or more awards of Restricted Stock, or any
combination of the two, as the Committee shall from time to time determine, and
these determinations may be different for different Participants and may vary
between different awards and grants.



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6.       OPTION GRANTS

(a)      The Committee is authorized, at its discretion, to issue Options as
Incentive Stock Options or as Nonqualified Stock Options, and the Options shall
be designated as Incentive Stock Options or Nonqualified Stock Options in the
applicable option agreement. The Maximum Annual Participant Grant shall be
100,000 shares, subject to adjustment as provided in Section 12; provided,
however, that during the first calendar year of a Participant's employment with
the Corporation, the Maximum Annual Participant Grant shall be 300,000, subject
to adjustment under Section 12. The purchase price of the Common Stock under
each Option granted under the Plan shall be determined by the Committee, but
shall be not less than 100% of the Fair Market Value of the Common Stock at the
time the Option is granted.
(b)      The Committee is authorized, at its discretion, to prescribe in the
Option grant the installments, if any, in which an Option granted under the
Plan shall become exercisable. No Option shall be exercisable, however,
before the first anniversary of the date of its grant except as provided in
Sections 6(c), (d), (g), (h) and (j) or except as the Committee otherwise
determines. In no case may an Option be exercised for less than 10 shares at
any one time (or the remaining shares covered by the Option if less than 10)
during the term of the Option. The Committee is also authorized to establish
the manner of the exercise of an Option. The term of each Option shall be not
more than 10 years from the date of its grant.

In general, upon exercise, the Option price is to be paid in full in cash;
however, the Committee can determine at the time the Option is granted for
Incentive Stock Options or at any time before exercise for Nonqualified Stock
Options, that additional forms of payment will be permitted. To the extent
permitted by the Committee and applicable laws and regulations (including,
but not limited to, federal tax and securities laws and regulations and state
corporate law), an Option may be exercised (i) in Common Stock owned by the
Option holder having a Fair Market Value on the date of exercise equal to the
aggregate Option price or in a combination of cash and stock. However, that
payment in stock shall not be made unless the stock shall have been owned by
the Option holder for a period of at least six months before the payment; or
(ii) by delivery of a properly executed exercise notice, together with
irrevocable instructions to a broker designated by the Corporation, all in
accordance with the regulations of the Federal Reserve Board, to deliver
promptly to the Corporation the amount of sale or loan proceeds necessary to
pay the exercise price and any Withholding Tax obligations that may arise in
connection with the exercise. As a condition to the exercise of an Option,
the Option holder shall make such arrangements as the Committee may require
for the satisfaction of any federal, state or local Withholding Tax
obligations that may arise in connection with the exercise.
(c)      If a Participant's services for the Corporation or a Related
Corporation shall cease and the termination of the individual's service is
for cause, the Options shall automatically terminate upon first notification
to the Option holder of the termination of services, unless the Committee
determines otherwise, and the Option shall automatically terminate upon the
date of the termination of services for all shares that were not purchasable
upon such date. For purposes of this Section 6(c), "cause" is defined as a
determination by the Committee that the Option holder has (i) committed a
felony, (ii) engaged in an act or acts of deliberate and intentional
dishonesty resulting or intended to result directly or indirectly in improper
material gain to or personal enrichment of the individual at the
Corporation's expense, or (iii) willfully disobeyed the Corporation's
appropriate rules, instructions or orders, and that willful disobedience has
continued for a period of 10 days following notice of the disobedience from
the Corporation.

If the services of an Option holder terminate because of Retirement or
disability, the Option holder may (unless the Option has been previously
terminated under the provisions of the preceding paragraph or unless otherwise
provided in his or her Option grant) exercise the Option at any time before 24
months from the date of the termination, (i) in the event of disability or
Retirement, to the extent of the number of shares covered by the Option, whether
or not such shares had become purchasable by the Option holder at the date of
the termination of his or her services, and (ii) in the event of early
retirement not approved by the Committee, to the extent of the number of shares
covered by the Option at such time or times within 24 months from the date of
the termination as the Option becomes purchasable by the Option holder in
accordance with its terms.




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If an individual to whom an Option has been granted under the Plan dies while
performing services for the Corporation or a Related Corporation, the Option
previously granted to that individual (unless the Option has been previously
terminated under this Section 6(c) or unless otherwise provided in the Option
grant) may, subject to the limitations described in Section 6(f), be exercised
by that individual's Designated Beneficiary, by the legatee or legatees of the
Option under that individual's last will, or by the individual's personal
representatives or distributees, at any time within a period of 24 months after
the individual's death, but not after the expiration of the Option, to the
extent of the remaining shares covered by the Option, whether or not such shares
had become purchasable by the individual at the date of his or her death. If an
individual dies (i) during the 24-month period following termination of his or
her services or (ii) following termination of his or her services by reason of
Retirement or disability, then the Option (if not previously terminated under
this Section 6(c)) may be exercised during the remainder of that 24-month period
or during the remaining term of the Option, respectively, by the individual's
Designated Beneficiary, by the legatee or legatees under his or her last will,
or by the individual's personal representative or distributee, but only to the
extent of the number of shares purchasable by such individual under Section 6(d)
at the date of termination of his or her services.

If the services of an Option holder are terminated other than by reason of
Retirement, disability or death, the holder may (unless his or her Option has
been previously terminated under this Section 6(c) or unless otherwise provided
in his or her Option grant) exercise such Option at any time within three months
after the termination, but not after the expiration of the Option, to the extent
of the number of shares covered by the Option that were purchasable by him or
her at the date of the termination, and the Option shall automatically terminate
upon the date of the termination of services for all shares that were not
purchasable upon such date.

Although an Option may be exercised after Retirement, disability, death or other
termination under Section 422 of the Code, if the Option has been designated as
an Incentive Stock Option, it must be exercised within three months after the
date of Retirement or other termination or one year after the termination of
employment due to disability in order to qualify for Incentive Stock Option tax
treatment.

         (d)      Notwithstanding these provisions, the Committee may determine,
at its sole discretion, in the case of any termination of services, that the
holder of an Option may exercise the Option to the extent of some or all of the
remaining shares covered by the Option whether or not such shares had become
purchasable by that individual at the date of the termination of his or her
services and may exercise the Option at any time before the expiration of the
original term of the Option, except that any such extension shall not cause any
Incentive Stock Option to fail to continue to qualify as an Incentive Stock
Option without the consent of the Option holder. Options granted under the Plan
shall not be affected by any change of relationship with the Corporation so long
as the holder continues to be an employee or Officer of the Corporation or of a
Related Corporation; however, a change in a participant's status from an
employee to a nonemployee Officer shall result in the termination of an
outstanding Incentive Stock Option held by that participant in accordance with
Section 6(c). The Committee, at its absolute discretion, may determine all
questions of whether particular leaves of absence constitute a termination of
services. With respect to Incentive Stock Options, however, that determination
shall be subject to any requirements contained in the Code. Nothing in the Plan
or in any Option granted pursuant to the Plan shall confer on any individual any
right to continue in the employ or other service of the Corporation or any other
person or interfere in any way with the right of the Corporation or any other
person to terminate his or her employment or other services at any time.

         (e)      The date of grant of an Option pursuant to the Plan shall be
the date specified by the Committee at the time it grants the Option, provided
that the date shall not be before the date of the grant by the Committee and
that the price shall be determined in accordance with Section 6(a) on that date.
The Committee shall promptly notify a grantee of an award and a written Option
grant shall promptly be duly executed and delivered by or on behalf of the
Corporation.



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         (f)      If an Option holder is granted Incentive Stock Options that in
the aggregate entitle the Option holder to purchase, in the first year such
Options become exercisable (whether under their original terms or as a result of
the occurrence of an Acceleration Event, as defined below), Common Stock of the
Corporation or a Related Corporation having a Fair Market Value (determined as
of the time such Options are granted) in excess of $100,000, the portion in
excess of $100,000 shall be treated as a Nonqualified Stock Option. This
limitation shall not apply, however, if the Internal Revenue Service publicly
rules, issues a private ruling to the Corporation, any Option holder of the
Corporation or any legatee, personal representative or distributee of an Option
holder or states in proposed, temporary or final regulations that provisions
which allow the full exercise of an Option holder's Incentive Stock Options upon
the occurrence of the relevant Acceleration Event do not violate Section 422(d)
of the Code. An "Acceleration Event" means (i) a determination of the Committee
to allow an Option holder to exercise his or her Options in full upon
termination of his or her employment or other service as provided in Section
6(c) or (d), (ii) the death of an Option holder while he or she is employed by
the Corporation or a Related Corporation, (iii) any Change of Control, or (iv)
the Option holder's termination of employment or other service under
circumstances that will allow him or her to exercise Options not otherwise
exercisable pursuant to Section 6(j).

         (g)      Notwithstanding any contrary waiting period, installment
period or other limitation or restriction in any Option agreement or in the
Plan, in the event of a Change of Control, each Option outstanding under the
Plan shall become exercisable by the Option holder at any time during the
remaining term of the Option, but not after the term of the Option, to the
extent of the number of shares covered by the Option, whether or not such shares
had become purchasable by the Option holder immediately before the Change of
Control, subject to the limitations described in Section 6(f).

         (h)      Notwithstanding anything in the Plan to the contrary, upon a
Change of Control an Option holder (other than an Option holder who initiated a
Change of Control in a capacity other than as an officer or a director of the
Corporation) who is an officer or a director of the Corporation (within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated under Section 16) who holds an Option that was granted at least six
months before the date of exercise pursuant to this sentence shall, unless the
Committee determines otherwise at the time of grant, surrender the Option to the
Corporation and receive in cash an amount equal to the amount by which the fair
market value of the Option on the date of exercise (determined as provided in
Section 6(i)) exceeds the purchase price per share under the Option multiplied
by the number of shares of Common Stock granted under the Option.

Any other Option holder who is not an officer or director of the Corporation
(within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated under Section 16) with respect to an Option shall,
unless the Committee shall determine otherwise at the time of grant, have the
right, in lieu of payment of the full purchase price of the shares of Common
Stock being purchased under the Option and by giving written notice to the
Corporation, to elect (within the 90-day period following a Change of Control)
to surrender all or part of the Option to the Corporation and to receive in cash
an amount equal to the amount by which the fair market value of the Option on
the date of exercise (determined as provided in Section 6(i)) exceeds the
purchase price per share under the Option multiplied by the number of shares of
Common Stock granted under the Option. The written notice shall specify the
Option holder's election to purchase shares of Common Stock granted under the
Option or to receive the cash payment.

Notwithstanding the above, this Section 6(h) shall be operative only in the
event of a Change of Control in which the consideration to be paid does not
consist solely of equity securities registered under Section 12 of the Exchange
Act.

         (i)      For the purpose of determining the amount payable under
Section 6(h), the "fair market value of the Option" will be equal to the higher
of (x) the highest Fair Market Value of the Common Stock



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on any trading day during the 90-calendar-day period ending on the date of
exercise and (y) whichever of the following is applicable:

         (i)      the highest per-share price paid in any tender or exchange
offer that is in effect at any time during the 90 calendar days preceding the
exercise of the limited right;

         (ii)     the fixed or formula price for the acquisition of shares of
Common Stock in a merger or similar agreement approved by the Corporation's
stockholders or the Board, if such price is determinable on the date of
exercise; or

         (iii)    the highest price per share paid to any stockholder of the
Corporation in a transaction or group of transactions giving rise to the
exercisability of the Option. In no event, however, may the holder of an
Incentive Stock Option receive an amount in excess of the maximum amount that
will enable the Option to continue to qualify as an Incentive Stock Option
without the consent of the Participant.

         (j)      Notwithstanding these provisions, the Option holder's
employment or other contract with the Corporation may provide that upon
termination of his or her employment or other services for other than cause or
for "good reason" (as defined in his or her contract), all Options shall become
immediately exercisable.

7.       RESTRICTED STOCK AWARDS

         (a) Subsequent to April 1, 1997, the number of shares available for
issuance as Restricted Stock awards is limited to 50,000 in any one fiscal year.

         (b) The consideration to be received for shares of Restricted Stock
issued under the Plan out of authorized but unissued shares or out of treasury
shares shall be equal to cash in an amount equal to the par value of the shares
and past services for the Corporation. The recipient of Restricted Stock shall
be recorded as a stockholder of the Corporation, at which time the Corporation,
at its discretion, may either issue a Restricted Stock certificate or make a
book entry credit in the Corporation's stock ledger to evidence the award of the
Restricted Stock, and the Participant shall have, subject to the provisions of
the Plan, all the rights of a stockholder with respect to those shares and
receive all dividends or other distributions made or paid with respect to those
shares. However, the shares themselves and any new, additional or different
shares or securities that the recipient may be entitled to receive with respect
to those shares by virtue of a stock split or stock dividend or any other change
in the corporate or capital structure of the Corporation shall be subject to the
restrictions of the Plan described below.

         (c) Except for 35,000 shares of Restricted Stock granted on or before
April 21, 1994, during a period of years following the date of grant, as
determined by the Committee, which shall in no event be less than 12 months (the
"Restricted Period"), the Restricted Stock or any rights thereto may not be
sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or
disposed of by the recipient, except in the event of the recipient's death or
the transfer of the Restricted Stock or any rights thereto to the Corporation
under the provisions of the next paragraph. In the event of the death or
Retirement of the recipient during the Restricted Period, these restrictions
shall immediately lapse, and the recipient or, in the case of the recipient's
death, his or her Designated Beneficiary, the legatee under his or her last will
or his or her personal representative or distributee, shall be free to transfer,
encumber or otherwise dispose of the Restricted Stock. In the event of the early
retirement of the recipient not approved by the Committee during the Restricted
Period, however, these restrictions shall continue until they lapse in
accordance with the terms of the grant.

Except as provided in Section 7(d), if during the Restricted Period the service
of the recipient by the Corporation or a Related Corporation terminates for any
reason (including termination with or without cause by the Corporation or a
Related Corporation or resignation by the recipient), other than termination of
service due to the Retirement or death of the recipient, then the shares of
Restricted Stock held by him or her shall be forfeited to the Corporation and
the recipient shall immediately transfer and return to the



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Corporation the certificates, if any have been issued to him or her,
representing all the Restricted Stock. The recipient's rights as a
stockholder with respect to the Restricted Stock shall cease, effective with
such termination of service. Notwithstanding this provision, the recipient's
service contract with the Corporation may provide that upon termination of
his or her service for other than cause or for "good reason" (as defined in
his or her contract), all Restricted Stock shall cease to be subject to these
restrictions.

A recipient's rights to Restricted Stock may not be assigned or transferred
except upon death by will, descent or distribution. If the recipient attempts
to sell, exchange, transfer, pledge or otherwise dispose of shares of
Restricted Stock in violation of these provisions, those shares shall be
forfeited to the Corporation.

         (d)      Notwithstanding the Restricted Period contained in the
grant of Restricted Stock, in the event of a Change of Control in which the
consideration to be paid does not consist solely of equity securities
registered under Section 12 of the Exchange Act, all restrictions on shares
of Restricted Stock shall immediately lapse and the Restricted Shares shall
become immediately transferable and nonforfeitable.

         (e)      Notwithstanding anything contained in the Plan to the
contrary, the Committee may determine, at its sole discretion, in the case of
any termination of a recipient's service, that the restrictions on some or
all of the shares of Restricted Stock awarded to a recipient shall
immediately lapse and such Restricted Shares shall become immediately
transferable and nonforfeitable.

8.       WITHHOLDING TAXES

In connection with the transfer of shares of Common Stock as a result of the
exercise of a Nonqualified Stock Option or the award of Restricted Stock or
stock grants, the Corporation (a) shall not issue a certificate for such
shares until it has received payment from the Participant of any Withholding
Tax in cash or by the retention by the Corporation or acceptance by the
Corporation upon delivery by the Participant of shares of Common Stock
sufficient in Fair Market Value to cover the amount of the Withholding Tax
and (b) shall have the right to retain or sell without notice, or to demand
surrender of, shares of Common Stock in value sufficient to cover any
Withholding Tax. The Corporation shall have the right to withhold from any
cash amounts due from the Corporation to the award recipient pursuant to the
Plan an amount equal to the Withholding Tax. In either case, the Corporation
shall make payment (or reimburse itself for payment made) to the appropriate
taxing authority of an amount in cash equal to the amount of the Withholding
Tax, remitting any balance to the Participant. For purposes of this Section
8, the value of shares of Common Stock so retained or surrendered shall be
equal to the Fair Market Value of the shares on the date that the amount of
the Withholding Tax is to be determined (the "Tax Date"), and the value of
shares of Common Stock so sold shall be the actual net sale price per share
(after deduction of commissions) received by the Corporation.

Notwithstanding these provisions, the Participant may elect, subject to
approval by the Committee, to satisfy the obligation to pay any Withholding
Tax, in whole or in part, by providing the Corporation with funds sufficient
to enable the Corporation to pay the Withholding Tax or by having the
Corporation retain or accept upon delivery by the Participant shares of
Common Stock sufficient in Fair Market Value to cover the amount of the
Withholding Tax. Each election by a Participant to have shares retained or to
deliver shares for this purpose must be in writing and made on or before the
Tax Date.

9.       TRANSFERABILITY AND OWNERSHIP RIGHTS OF OPTIONS

Options granted under the Plan may be exercised during a Participant's lifetime
only by the Participant, and Options granted under the Plan and the rights and
privileges conferred by the Options shall not be subject to execution,
attachment or similar process and may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) except to
the extent permitted by the Committee, by Section 422 of the Code and by Rule
16b-3.



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10.      HOLDING PERIODS

         (a)      If an individual subject to Section 16 of the Exchange Act
sells shares of Common Stock obtained upon the exercise of an Option within six
months after the date the Option was granted, that sale may result in
short-swing profit recovery under Section 16(b) of the Exchange Act.

         (b)      In order to obtain certain tax benefits afforded to Incentive
Stock Options under Section 422 of the Code, an Option holder must hold the
shares issued upon the exercise of an Incentive Stock Option for two years after
the date of grant of the Option and one year from the date of exercise. An
Option holder may be subject to the alternative minimum tax at the time of
exercise of an Incentive Stock Option. The Committee may require an Option
holder to give the Corporation prompt notice of any disposition in advance of
the required holding period of shares of Common Stock acquired by exercise of an
Incentive Stock Option. Tax advice should be obtained when exercising any Option
and before the disposition of the shares issued upon the exercise of any Option.

11.      RULE 16b-3 COMPLIANCE AND BIFURCATION OF PLAN

The Corporation intends that, if any of the Corporation's equity securities are
registered pursuant to Section 12(b) or 12(g) of the Exchange Act, the Plan
shall comply in all respects with Rule 16b-3 under the Exchange Act. If any Plan
provision is later found not to be in compliance, the provision shall be void,
and in all events the Plan shall be construed in favor of its meeting the
requirements of Rule 16b-3. Notwithstanding anything in the Plan to the
contrary, the Board, at its absolute discretion, may bifurcate the Plan so as to
restrict, limit or condition the use of any provision of the Plan to
Participants who are Officers and directors subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Participants.

12.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

Except as otherwise provided in Section 6(g) and (h), in the event of any
changes in the outstanding stock of the Corporation by reason of stock
dividends, stock splits, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, split-ups, split-offs, spin-offs,
liquidations or other similar changes in capitalization, or any distribution to
stockholders other than cash dividends, the Committee shall make such
adjustments, if any, in the number and class of shares or rights subject to
Options and the exercise prices of the Options as the Committee in its sole
discretion shall determine to be appropriate. In the event of any such change in
the outstanding Common Stock of the Corporation, the Committee shall
appropriately adjust the aggregate number and class of shares available under
the Plan, the Maximum Annual Participant Grant set forth in Section 6, the
maximum number of shares as to which Options may be granted and the maximum
number of shares of Restricted Stock that may be awarded.

13.      AMENDMENT AND TERMINATION

Unless the Plan has previously been terminated as provided below, the Plan shall
terminate on, and no awards of Restricted Stock or Options shall be made after,
April 21, 2004. This termination, however, shall have no effect on awards of
Restricted Stock or Options made prior to that date. The Plan may be terminated,
modified or amended by the stockholders of the Corporation. The Board may also
terminate the Plan, and may modify or amend the Plan in such respects as it
deems advisable in order to conform to any change in any applicable law or
regulation, or in other respects; however, to the extent required for compliance
with Rule 16b-3, Section 422 of the Code or other applicable law or regulation,
stockholder approval will be required for any amendment that will (a) materially
increase the total number of shares as to which Options may be granted or that
may be issued as Restricted Stock, (b) materially change the class of persons
eligible to receive awards of Restricted Stock and grants of Options, (c)
materially increase the benefits accruing to participants under the Plan, or (d)
otherwise require stockholder approval under any applicable law or



<PAGE>

regulation. The amendment or termination of the Plan shall not, without the
consent of the recipient of any award under the Plan, alter or impair any
rights or obligations under any award previously granted under the Plan.

14.      INDEMNIFICATION

In addition to all other rights of indemnification they may have as directors of
the Corporation or as members of the Committee, members of the Board and the
Committee shall be indemnified by the Corporation for all reasonable expenses
and liabilities of any type and nature, including attorneys' fees, incurred in
connection with any action, suit or proceeding to which they or any of them are
a party by reason of, or in connection with, any Option granted, Restricted
Stock or stock grants awarded under the Plan and against all amounts paid by
them in settlement of any action, suit or proceeding (if the settlement is
approved by independent legal counsel selected by the Corporation). If the
member or members are adjudged liable for willful misconduct, however, the
indemnification provisions of this Section 14 shall not apply to expenses that
relate to matters involving the willful misconduct. This indemnification shall
apply only if the member or members notify the Corporation in writing of the
action, suit or proceeding within 14 days after the action is instituted, so
that the Corporation may have the opportunity to make appropriate arrangements
to prosecute or defend the action.

15.      EFFECTIVENESS OF THE PLAN

The Plan became effective on April 21, 1994. The Committee may at its discretion
authorize the awarding of Restricted Stock and the granting of Options, the
issuance or exercise of which shall be expressly subject to the conditions that
(a) the shares of Common Stock reserved for issuance under the Plan shall have
been duly listed, upon official notice of issuance, upon each stock exchange in
the United States upon which the Common Stock is traded and (b) a registration
statement under the Securities Act of 1933, as amended, with respect to such
shares shall have become effective.

16.      DATES OF AMENDMENT
The Plan was amended effective on June 22, 1995, June 27, 1997, and November 11,
1998.