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                                                                    EXHIBIT 10.1

                   1998 AMENDED AND RESTATED STOCK OPTION PLAN

                                       OF

                       DAISYTEK INTERNATIONAL CORPORATION

             ------------------------------------------------------

                  Daisytek International Corporation, a corporation organized
under the laws of the State of Delaware, hereby adopts this 1998 Amended and
Restated Stock Option Plan. The purpose of this Plan is to further the growth,
development and financial success of the Company by providing additional
incentives to certain of its key Employees by assisting them to become owners of
the Company's Common Stock and thus to benefit directly from its growth,
development and financial success. This Plan shall amend and restate in its
entirety the 1997 Stock Option Plan of the Company (the "1997 Plan").

                                    ARTICLE I

                                   DEFINITIONS

                  Whenever the following terms are used in this Plan, they shall
have the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, where the context so indicates.

Section 1.1 - Board

                  "Board" shall mean the Board of Directors of the Company.

Section 1.2 - Code

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

Section 1.3 - Committee

                  "Committee" shall mean the Stock Option Committee of the
Board, appointed as provided in Section 6.1.

Section 1.4 - Company

                  "Company" shall mean Daisytek International Corporation, a
Delaware corporation. In addition, "Company" shall mean any corporation
assuming, or issuing new employee stock options in substitution for, Options
outstanding under the Plan, in a transaction to which Section 424(a) of the Code
applies.


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Section 1.5 - Director

                  "Director" shall mean a member of the Board.

Section 1.6 - Employee

                  "Employee" shall mean any employee (as defined in accordance
with the regulations and revenue rulings then applicable under Section 3401(c)
of the Code) of the Company, or of any corporation which is then a Parent
Corporation or a Subsidiary, whether such employee is so employed at the time
this Plan is adopted or becomes so employed subsequent to the adoption of this
Plan. To the extent not included in the foregoing, "Employee" shall also mean
any officer, director, employee or consultant of the Company, or any entity
which, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the Company, as the Committee
shall from time to time select in its sole discretion.

Section 1.7 - Exchange Act

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

Section 1.8 - Incentive Stock Option

                  "Incentive Stock Option" shall mean an Option which qualifies
under Section 422 of the Code and which is designated as an Incentive Stock
Option by the Committee.

Section 1.9 - Non-Qualified Option

                  "Non-Qualified Option" shall mean an Option which is not an
Incentive Stock Option and which is designated as a Non-Qualified Option by the
Committee.

Section 1.10 - Officer

                  "Officer" shall mean an officer of the Company, as defined in
Rule 16a-1(f) under the Exchange Act, as such Rule may be amended in the future.

Section 1.11 - Option

                  "Option" shall mean an option to purchase Common Stock of the
Company, granted under the Plan. "Options" includes both Incentive Stock Options
and Non-Qualified Options.

Section 1.12 - Optionee

                  "Optionee" shall mean an Employee to whom an Option is granted
under the Plan.


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Section 1.13 - Parent Corporation

                  "Parent Corporation" shall mean any corporation in an unbroken
chain of corporations ending with the Company if each of the corporations other
than the Company then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

Section 1.14 - Plan

                  "Plan" shall mean this 1998 Amended and Restated Stock Option
Plan of Daisytek International Corporation.

Section 1.15 - Rule 16b-3

                  "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.

Section 1.16 - Secretary

                  "Secretary" shall mean the Secretary of the Company.

Section 1.17 - Securities Act

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

Section 1.18 - Subsidiary

                  "Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

Section 1.19 - Termination of Employment

                  "Termination of Employment" shall mean the time when an
Optionee ceases to be an Employee for any reason, with or without cause,
including, but not by way of limitation, by resignation, discharge, death or
retirement, but excluding terminations where there is a simultaneous
reemployment by the Company, a Parent Corporation, a Subsidiary or any entity
which, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the Company. The Committee, in
its absolute discretion, and with respect to all Options hereunder, shall
determine all matters and questions relating to Termination of Employment,
including, but not by way of limitation, the question of whether a Termination
of Employment is for "cause" and what actions constitute "cause", and all
questions of whether particular leaves of absence constitute Terminations of
Employment; provided, however, that, with respect to Incentive Stock Options, a
leave of absence shall constitute a Termination of Employment if, and to the
extent that, such leave of absence interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable regulations and revenue
rulings under said Section.


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                                   ARTICLE II

                             SHARES SUBJECT TO PLAN

Section 2.1 - Shares Subject to Plan

                  The shares of stock subject to Options shall be shares of the
Company's Common Stock, $.01 par value. The aggregate number of such shares
which may be issued upon exercise of Options shall be 4,000,000 shares. The
shares to be issued upon exercise of Options may be newly-issued shares or
Treasury shares.

Section 2.2 - Unexercised Options

                  If any Option expires or is canceled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
optioned hereunder.

Section 2.3 - Changes in Company's Shares

                  In the event that the outstanding shares of Common Stock of
the Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Committee in the number and kind of
shares for the purchase of which Options may be granted, including adjustments
of the limitations in Section 2.1 on the maximum number and kind of shares which
may be issued on exercise of Options.

                                   ARTICLE III

                               GRANTING OF OPTIONS

Section 3.1 - Eligibility

                  Any key Employee shall be eligible to be granted Options,
subject to such rules and conditions as the Committee may establish from time to
time in its sole discretion.

Section 3.2 - Qualification of Incentive Stock Options

                  Subject to the provisions of Section 7.7 hereof, no Incentive
Stock Option shall be granted unless such Option, when granted, qualifies as an
"incentive stock option" under Section 422 of the Code.


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Section 3.3 - Granting of Options

                  (a) Subject to the provisions hereof, the Committee shall from
time to time, in its absolute discretion:

                           (i) Determine which Employees are key Employees and
         select from among the key Employees (including those to whom Options
         have been previously granted under the Plan or any other plan of the
         Company) such of them as in its opinion should be granted Options; and

                           (ii) Determine the number of shares to be subject to
         such Options granted to such selected key Employees, and determine
         whether such Options are to be Incentive Stock Options or Non-Qualified
         Options; and

                           (iii) Determine the terms and conditions of such
         Options, consistent with the Plan.

                  (b) In selecting the key Employees to whom Options shall be
granted hereunder, the number of shares to be subject to such Options and the
terms and conditions of such Options, the Committee shall have sole and absolute
discretion and shall be free to make non-uniform and selective determinations
based upon such factors as it deems relevant.

                  (c) Upon the selection of a key Employee to be granted an
Option, the Committee shall instruct the Secretary to issue such Option and may
impose such conditions on the grant of such Option as it deems appropriate.
Without limiting the generality of the preceding sentence, the Committee may, in
its discretion and on such terms as it deems appropriate, require as a condition
on the grant of an Option to an Employee that the Employee surrender for
cancellation some or all of the unexercised Options which have been previously
granted to him. An Option the grant of which is conditioned upon such surrender
may have an option price lower (or higher) than the option price of the
surrendered Option, may cover the same (or a lessor or greater) number of shares
as the surrendered Option, may contain such other terms as the Committee deems
appropriate and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, option period or any other term or
condition of the surrendered Option.

                                   ARTICLE IV

                                TERMS OF OPTIONS

Section 4.1 - Option Agreement

                  Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized Officer of
the Company and which shall contain such terms and conditions as the Committee
shall determine, consistent with the Plan. Stock Option Agreements evidencing
Incentive Stock Options shall contain such terms and conditions as may be
necessary to qualify such Options as "incentive stock options" under Section 422
of the Code.


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Section 4.2 - Option Price

                  (a) The price of the shares subject to each Option shall be
not less than 100% of the fair market value of such shares on the date such
Option is granted; provided, however, that, in the case of an Incentive Stock
Option, the price per share shall not be less than 110% of the fair market value
of such shares on the date such Option is granted in the case of an individual
then owning (within the meaning of Section 424(d) of the Code) more than 10% of
the total combined voting power of all classes of stock of the Company, any
Subsidiary or any Parent Corporation.

                  (b) For purposes of the Plan, the fair market value of a share
of the Company's Common Stock as of a given date shall be: (i) the closing price
of a share of the Company's Common Stock on the principal exchange on which
shares of the Company's Common Stock are then trading, if any, on the day
previous to such date, or, if shares were not traded on the day previous to such
date, then on the next preceding trading day during which a sale occurred; or
(ii) if such Common Stock is not traded on an exchange but is quoted on NASDAQ
or a successor quotation system, (1) the last sales price (if the Company's
Common Stock is then listed as a National Market Issue under the NASD National
Market System) or (2) the mean between the closing representative bid and asked
prices (in all other cases) for the Company's Common Stock, in each case, as of
the day previous to such date as reported by NASDAQ or such successor quotation
system; or (iii) if such Common Stock is not publicly traded on an exchange and
not quoted on NASDAQ or a successor quotation system, the mean between the
closing bid and asked prices for the Company's Common Stock, on the day previous
to such date, as determined in good faith by the Committee; or (iv) if the
Company's Common Stock is not publicly traded, the fair market value established
by the Committee acting in good faith.

Section 4.3 - Commencement of Exercisability

                  (a) No Option may be exercised in whole or in part during the
six months after such Option is granted, except as otherwise set forth herein.

                  (b) Each Option granted hereunder shall be subject to such
vesting schedule (which may be cumulative or non-cumulative), conditions,
restrictions and other provisions as the Committee shall, in its sole and
absolute discretion, deem necessary or appropriate, which determinations may be
non-uniform and selective and based upon such factors as it deems relevant in
its sole and absolute discretion.

                  (c) Subject to the provisions hereof governing Incentive Stock
Options, the Committee shall have the right to accelerate the vesting of any
outstanding Option, or any portion thereof, at any time and from time to time,
and upon such terms and conditions as it shall determine in its sole discretion.

                  (d) Notwithstanding any other provision of this Plan, to the
extent that the aggregate fair market value (determined at the time the
Incentive Stock Option is granted) of the shares of the Company's stock with
respect to which "incentive stock options" (within the meaning of Section 


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422 of the Code) are exercisable by any Optionee for the first time by such
Optionee during any calendar year (under the Plan and all other incentive stock
option plans of the Company, any Subsidiary and any Parent Corporation) exceeds
$100,000, such Options shall be treated as Non-Qualified Options. For purposes
of this Section, Options shall be taken into account in the order in which they
were granted.

                  (e) Notwithstanding the provisions of paragraph (a) above, the
Committee shall have the right to issue Options hereunder which are immediately
exercisable on the date of grant; provided, however, that in such event, the
shares of Common Stock to be issued thereunder shall be subject to such
restrictions on transfer and forfeiture as the Committee shall, in its sole
discretion, deem appropriate, which determinations may be non-uniform and
selective and based upon such factors as it deems appropriate in its sole
discretion.

Section 4.4 - Expiration of Options

                  No Option may be exercised to any extent by anyone after the
first to occur of the following events:

                           (i) The expiration of ten years from the date the
         Option was granted;

                           (ii) With respect to an Incentive Stock Option, in
         the case of an Optionee owning (within the meaning of Section 424(d) of
         the Code), at the time the Incentive Stock Option was granted, more
         than 10% of the total combined voting power of all classes of stock of
         the Company, any Subsidiary or any Parent Corporation, the expiration
         of five years from the date the Incentive Stock Option was granted;

                           (iii) The date of the Optionee's Termination of
         Employment for any reason, other than such Optionee's death or
         disability (within the meaning of Section 22(e)(3) of the Code), unless
         the Committee otherwise elects to permit the exercise of such Option
         for a period of time thereafter; provided, however (a) such period of
         time shall end no later than ten years from the date the Option was
         granted, (b) with respect to Incentive Stock Options, such period of
         time shall not exceed three months from such Termination of Employment
         and (c) the Committee may make such elections in such manner as it
         deems appropriate, which may be non-uniform and selective, and based
         upon such factors as it deems relevant;

                           (iv) With respect to an Option held by an Optionee
         who is disabled (within the meaning of Section 22(e)(3) of the Code),
         the expiration of one year from the date of the Optionee's Termination
         of Employment for any reason other than such Optionee's death unless
         the Optionee dies within said one-year period;

                           (v) The expiration of one year from the date of the
         Optionee's death with respect to all Options held by such Optionee; and


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                           (vi) With respect to all Options, and notwithstanding
         any other provision contained herein, the date of the Optionee's
         Termination of Employment in the event such Termination is for "cause"
         (as provided in Section 1.19 above).

Section 4.5 - Consideration

                  In consideration of the granting of an Option, the Committee
may require that the Optionee shall agree to remain in the employ of the
Company, a Parent Corporation or a Subsidiary for a period of one or more years
after the Option is granted. Nothing in this Plan or in any Stock Option
Agreement hereunder shall confer upon any Optionee any right to continue in the
employ of the Company, any Parent Corporation or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company, its Parent
Corporations and its Subsidiaries, which are hereby expressly reserved, to
discharged any Optionee at any time for any reason whatsoever, with or without
cause.

Section 4.6 - Adjustments in Outstanding Options

                  In the event that the outstanding shares of the stock subject
to Options are changed into or exchanged for a different number or kind of
shares of the Company or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination of shares, the Committee shall make an appropriate and
equitable adjustment in the number and kind of shares as to which all
outstanding Options, or portions thereof then unexercised, shall be exercisable,
to the end that after such event the Optionee's proportionate interest shall be
maintained as before the occurrence of such event. Such adjustment in an
outstanding Option shall be made without change in the total price applicable to
the Option or the unexercised portion of the Option (except for any change in
the aggregate price resulting from rounding-off of share quantities or prices)
and with any necessary corresponding adjustment in Option price per share;
provided, however, that, in the case of Incentive Stock Options, each such
adjustment shall be made in such manner as not to constitute a "modification"
within the meaning of Section 424(h)(3) of the Code. Any such adjustment made by
the Committee shall be final and binding upon all Optionees, the Company and all
other interested persons.

Section 4.7 - Merger, Consolidation, Acquisition, Liquidation or Dissolution

                  By its acceptance of each Option, each Optionee agrees that
the Board shall have the power and right to declare and determine, by a duly
adopted resolution of the Board, that each Option may not be exercised after (i)
the merger or consolidation of the Company with or into another corporation (if
the Company is not the surviving corporation of such merger or consolidation),
(ii) the acquisition by another corporation or person of all or substantially
all of the Company's assets or 80% or more of the Company's then outstanding
voting stock or (iii) the liquidation or dissolution of the Company; provided,
that such resolution shall be adopted prior to the occurrence of such merger,
consolidation, acquisition, liquidation or dissolution.


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                                    ARTICLE V

                               EXERCISE OF OPTIONS

Section 5.1 - Person Eligible to Exercise

                  During the lifetime of the Optionee, only he may exercise an
Option (or any portion thereof) granted to him. After the death of the Optionee,
any exercisable portion of an Option may, prior to the time when such portion
becomes unexercisable under the Plan or the applicable Stock Option Agreement,
be exercised by his personal representative or by any person empowered to do so
under the deceased Optionee's will or under the then applicable laws of descent
and distribution. Notwithstanding the foregoing, the Committee may, in its sole
discretion, permit the transfer of any Non-Qualified Option, in whole or in
part, and the exercise thereof by any transferee thereof.

Section 5.2 - Partial Exercise

                  At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Committee may
require any partial exercise to be with respect to a specified minimum number of
shares.

Section 5.3 - Manner of Exercise

                  An exercisable Option, or any exercisable portion thereof, may
be exercised solely by delivery to the Secretary or his office of all of the
following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:

                  (a) Notice in writing signed by the Optionee or other person
then entitled to exercise such Option or portion, stating that such Option or
portion is exercised, such notice complying with all applicable rules
established by the Committee; and

                  (b) (i) Full payment (in cash or by check) for the shares with
respect to which such Option or portion is thereby exercised; or

                  (ii) With the consent of the Committee, (A) shares of the
Company's Common Stock owned by the Optionee duly endorsed for transfer to the
Company or (B) subject to the requirements of Section 5.4, shares of the
Company's Common Stock issuable to the Optionee upon exercise of the Option, in
each case, with a fair market value (as determined under Section 4.2(b)) on the
date of Option exercise equal to the aggregate Option price of the shares with
respect to which such Option or portion is thereby exercised; or

                  (iii) With the consent of the Committee, a promissory note
duly executed and delivered by the Optionee in the principal amount of the
exercise price thereof, or any portion thereof, in each case upon such terms and
conditions (including without limitation, terms regarding rates of interest,
payment schedule, collateral or other security) as the Committee may establish
in its sole and absolute discretion; or


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                  (iv) With the consent of the Committee, any combination of the
consideration provided in the foregoing subsections (i), (ii) and (iii);

                  (c) The payment to the Company (or other employer corporation)
of all amounts which it is required to withhold under federal, state or local
law in connection with the exercise of the Option; provided, that, with the
consent of the Committee, any combination of the consideration provided in the
foregoing subsections (i), (ii) and (iii) of the preceding paragraph (b) and may
be used to make all or part of such payment;

                  (d) Such representations and documents as the Committee, in
its absolute discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Committee may, in its absolute discretion,
also take whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on share certificates
and issuing stop-transfer orders to transfer agents and registrars; and

                  (e) In the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.

Section 5.4 - Certain Requirements

                  The Committee may, in its sole discretion, limit or restrict
the use of Shares of the Company's Common Stock issuable to the Optionee upon
exercise of the Option to satisfy the Option price or the tax withholding
consequences of such exercise (i) to such periods following the date of release
of the quarterly or annual summary statement of sales and earnings of the
Company and/or to such other periods as the Committee shall, in its sole
discretion, deem appropriate, (ii) to its receipt of an irrevocable written
election by the Optionee to use shares of the Company's Common Stock issuable to
the Optionee upon exercise of the Option to pay all or part of the Option price
or the withholding taxes (subject to the approval of the Committee) made at
least six months (or such other period as the Committee may determine) prior to
the payment of such Option price or withholding taxes or (iii) in accordance
with such other rules and regulations as the Committee may determine to be
necessary or appropriate from time to time.

Section 5.5 - Conditions to Issuance of Stock Certificates

                  The shares of stock issuable and deliverable upon the exercise
of an Option, or any portion thereof, may be either previously authorized but
unissued shares or issued shares which have then been reacquired by the Company.
The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to the fulfillment of all of the following conditions:

                  (a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and


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                  (b) The completion of any registration or other qualification
of such shares under any state or federal law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body, which the Committee shall, in its absolute discretion, deem
necessary or advisable; and

                  (c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and

                  (d) The payment to the Company (or other employer corporation)
of all amounts which it is required to withhold under federal, state or local
law in connection with the exercise of the Option; and

                  (e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may establish from time to time for
reasons of administrative convenience.

Section 5.6 - Rights as Shareholders

                  The holders of Options shall not be, nor have any of the
rights or privileges of, shareholders of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
holders.

Section 5.7 - Transfer Restrictions

                  If required at any time by the Committee, no shares acquired
upon exercise of any Option by any Officer may be sold, assigned, pledged,
encumbered or otherwise transferred until at least six months have elapsed from
(but excluding) the date that such Option was granted. The Committee, in its
absolute discretion, may impose such other restrictions on the transferability
of the shares purchasable upon the exercise of an Option as it deems
appropriate. Any such other restriction shall be set forth in the respective
Stock Option Agreement and may be referred to on the certificates evidencing
such shares. The Committee may require the Employee to give the Company prompt
notice of any disposition of shares of stock, acquired by exercise of an
Incentive Stock Option, within two years from the date of granting such Option
or one year after the transfer of such shares to such Employee. The Committee
may direct that the certificates evidencing shares acquired by exercise of an
Incentive Stock Option refer to such requirement to give prompt notice of
disposition.


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                                   ARTICLE VI

                                 ADMINISTRATION

Section 6.1 - Stock Option Committee

                  The Stock Option Committee shall consist of two or more
Directors, appointed by and holding office at the pleasure of the Board. The
Board may limit the members of the Committee to directors who are both
"non-employee directors", as defined in Rule 16b-3, and "outside directors", as
defined in Section 162(m) of the Code. Subject to the limitations set forth in
the preceding sentence, the powers of the Stock Option Committee may be
exercised by the Compensation Committee of the Board. Appointment of Committee
members shall be effective upon acceptance of appointment. Committee members may
be removed by the Board at any time and may resign at any time. Vacancies in the
Committee shall be filled by the Board. The Board reserves the right to serve as
the Stock Option Committee if it so elects, and, in which event, the term
"Committee" shall mean the Board.

Section 6.2 - Duties and Powers of Committee

                  It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the Plan and the Options and to adopt such
rules for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret, amend or revoke any such rules. Any such
interpretations and rules in regard to Incentive Stock Options shall be
consistent with the basic purpose of the Plan to grant "incentive stock options"
within the meaning of Section 422 of the Code.

Section 6.3 - Majority Rule

                  The Committee shall act by a majority of its members in
office. The Committee may act either by vote at a meeting or by a memorandum or
other written instrument signed by a majority of the Committee.

Section 6.4 - Compensation; Professional Assistance; Good Faith Actions

                  Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Optionees, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Options, and all members of the Committee
shall be fully protected by the Company in respect to any such action,
determination or interpretation. The Committee shall have the unrestricted right
to make non-uniform decisions and determinations in all matters regarding the
Plan and all Options issued hereunder.


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                                   ARTICLE VII

                                OTHER PROVISIONS

Section 7.1 - Options Not Transferable

                  No Option or interest or right therein or part thereof shall
be liable for the debts, contracts or engagements of the Optionee or his
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that nothing in this
Section 7.1 shall prevent transfers by will or by the applicable laws of descent
and distribution. Notwithstanding the foregoing, the Committee may, in its
discretion, permit the holder of any Non-Qualified Option to transfer such
Option, or any portion thereof, to such holder's spouse, lineal descendent or
trust established for the benefit thereof or any other person or entity.

Section 7.2 - Amendment, Suspension or Termination of the Plan

                  The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the
Committee, including without limitation, any amendment to increase or decrease
the number of shares as to which Options may be granted, except as otherwise set
forth herein hereunder, subject to any requirements of shareholder approval set
forth in Section 16b-3 or the applicable provisions of the Code. Neither the
amendment, suspension nor termination of the Plan shall, without the consent of
the holder of the Option, impair any rights or obligations under any Option
theretofore granted, except as otherwise set forth herein. Subject to any
applicable provisions of Section 16b-3 and the Code, the Committee and the
holder of any Option may at any time, by mutual consent, amend, modify or
otherwise waive any of the terms and provisions, including the exercise price,
of such holder's Option and Stock Option Agreement. No Option may be granted
during any period of suspension nor after termination of the Plan, and in no
event may any Option be granted under this Plan after the first to occur of (a)
March 31, 2008 or (b) the expiration of ten years from the date the Plan is
approved by the Company's shareholders under Section 7.3.

Section 7.3 - Effective Date; Approval of Plan by Shareholders

                  This Plan will be effective upon its approval by stockholders
holding at least a majority of the Company's voting stock voting in person or by
proxy at the Company's 1998 Annual Meeting of Stockholders. In the event the
Plan is not so approved, this Plan shall not become effective, and shall be null
and void, and any Options issued hereunder shall be terminated.

Section 7.4 - Effect of Plan Upon Other Option and Compensation Plans

                  Except as otherwise set forth herein, the adoption of this
Plan shall not affect any other compensation or incentive plans in effect for
the Company, any Parent Corporation or any Subsidiary. Nothing in this Plan
shall be construed to limit the right of the Company, any Parent Corporation or
any Subsidiary to (a) establish any other forms of incentives or compensation
for 


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employees of the Company, any Parent Corporation or any Subsidiary or (b) grant
or assume options otherwise than under this Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.

Section 7.5 - Titles

                  Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.

Section 7.6 - Conformity to Securities Laws

                  The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder, including without limitation Rule 16b-3. Notwithstanding anything
herein to the contrary, the Plan shall be administered, and Options shall be
granted and may be exercised, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Plan and
Options granted hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.

Section 7.7 - Incentive Stock Options

                  With respect to Incentive Stock Options, if the Plan does not
contain any provision now or hereafter required to be included herein under
section 422 of the Code, such provision shall be deemed to be incorporated
herein with the same force and effect as if such provision had been set out at
length herein. Notwithstanding anything contained herein, to the extent any
Option which is intended to qualify as an Incentive Stock Option cannot so
qualify, such Option, to that extent, shall be deemed to be a Non-Qualified
Option under the Code for all purposes of the Plan.

Section 7.8 - Exclusion from Pension and Profit-Sharing Computation

                  By acceptance of an Option, each Optionee shall be deemed to
have agreed that such grant is special incentive compensation that will not be
taken into account, in any manner, as salary, compensation or bonus in
determining the amount of any payment under any pension, retirement or other
employee benefit plan of the Company or any of its Subsidiaries, whether now
existing or hereafter arising. In addition, such Option will not affect the
amount of any life insurance coverage, if any, provided by the Company on the
life of the Optionee which is payable to such beneficiary under any life
insurance plan covering employees of the Company or any of its Subsidiaries.

Section 7.9 - Amendment and Restatement of 1997 Stock Option Plan.

                  Upon the effective date of this Plan as herein provided, this
Plan shall amend, restate and replace in its entirety the 1997 Plan of the
Company, and all Options issued under the 1997 Plan and outstanding as of the
effective date of this Plan shall, automatically and without any action on the
part of the holder thereof or the Company, be deemed as issued and outstanding
under this Plan. In the event this Plan shall not become effective, the 1997
Plan, and all Options issued thereunder, shall remain in full force and effect
in accordance with their terms.

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