As amended through
                                                                January 30, 1998
                                                                       Exhibit A


                               KRONOS INCORPORATED
                           1992 EQUITY INCENTIVE PLAN

1.       PURPOSE

         The purpose of this Equity  Incentive  Plan (the  "Plan") is to advance
the interests of Kronos Incorporated (the "Company") by enhancing its ability to
attract and retain employees and other persons or entities who are in a position
to  make  significant  contributions  to the  success  of the  Company  and  its
subsidiaries   through  ownership  of  shares  of  the  Company's  common  stock
("Stock").

         The Plan is intended to accomplish  these goals by enabling the Company
to grant Awards in the form of Options,  Stock Appreciation  Rights,  Restricted
Stock or Unrestricted Stock Awards,  Deferred Stock Awards,  Performance Awards,
Loans or Supplement Grants, or combinations thereof, all as more fully described
below.

2.       ADMINISTRATION

         The Plan will be  administered by the Board of Directors of the Company
(the "Board"). The Board will have authority,  not inconsistent with the express
provisions  of the Plan and in addition  to other  authority  granted  under the
Plan, to (a) grant Awards at such time or times as it may choose;  (b) determine
the size of each Award,  including  the number of shares of Stock subject to the
Award;  (c) determine  the type or types of each Award;  (d) determine the terms
and conditions of each Award;  (e) waive compliance by a Participant (as defined
below) with any  obligations to be performed by the  Participant  under an Award
and waive any term or  condition  of an Award;  (f) amend or cancel an  existing
Award in whole or in part (and if an award is canceled,  grant  another Award in
its place on such terms as the Board shall  specify),  except that the Board may
not,  without the consent of the holder of an Award,  take any action under this
clause with  respect to such Award if such  action  would  adversely  affect the
rights of such holder;  (g) prescribe the form or forms of instruments  that are
required or deemed appropriate under the Plan, including any written notices and
elections required of Participants, and change such forms from time to time; (h)
adopt,  amend and rescind rules and  regulations for the  administration  of the
Plan;  and (i)  interpret  the Plan and  decide  any  questions  and  settle all
controversies  and disputes  that may arise in  connection  with the Plan.  Such
determinations  and  actions  of the  Board,  and all other  determinations  and
actions of the Board made or taken under  authority  granted by any provision of
the  Plan,  will be  conclusive  and will  bind  all  parties.  Nothing  in this
paragraph  shall  be  construed  as  limiting  the  power  of the  Board to make
adjustments under Section 7.3, Section 7.4 or Section 8.6.

         The Board may, in its  discretion,  delegate  some or all of its powers
with respect to the Plan to a committee  (the  "Committee"),  in which event all
references (as  appropriate)  to the Board hereunder shall be deemed to refer to
the Committee. The Committee, if one is appointed, shall consist of at least two
directors. A majority of the members of the Committee shall constitute a quorum,
and all  determinations  of the  Committee  shall be made by a  majority  of its
members.  Any  determination of the Committee under the Plan may be made without
notice or  meeting of the  Committee  by a writing  signed by a majority  of the
Committee  members.  On and after registration of the Stock under the Securities
Exchange Act of 1934 (the "1934 Act"),  the Board may delegate any or all of its
powers under the Plan to a Committee,  each member of which shall be an "outside
director"  within the meaning of Section 162(m) of the Internal  Revenue Code of
1986, as amended (the "Code") and a  "non-employee  director" as defined in Rule
16b-3 promulgated under the 1934 Act.

3.       EFFECTIVE DATE AND TERM OF PLAN

         The Plan will become  effective  on the date on which it is approved by
the  stockholders  of the  Company.  Grants of Awards under the Plan may be made
prior to that date (but  after  Board  adoption  of the  Plan),  subject to such
approval of the Plan.

         No Award may be granted under the Plan after March 27, 2002, but Awards
previously granted may extend beyond that date.

4.       SHARES SUBJECT TO THE PLAN

         Subject  to the  adjustment  as  provided  in Section  8.6  below,  the
aggregate number of shares of Stock that may be delivered under the Plan will be
2,237,500.  If any Award  requiring  exercise by the Participant for delivery of
Stock terminates  without having been exercised in full, or if any Award payable
in Stock or cash is satisfied in cash rather than Stock, the number of shares of
Stock as to which such Award was not exercised or for which cash was substituted
will be available for future grants.

         Stock  delivered  under the Plan may be either  authorized but unissued
Stock or previously  issued Stock  acquired by the Company and held in treasury.
No fractional shares of Stock will be delivered under the Plan.

5.       ELIGIBILITY AND PARTICIPATION

         Those eligible to receive Awards under the Plan  ("Participants")  will
be persons in the employ of the Company or any of its subsidiaries ("Employees")
and  other  persons  or  entities  (including  without  limitation  non-Employee
directors of the Company or a subsidiary  of the Company) who, in the opinion of
the Board,  are in a position to make a significant  contribution to the success
of the Company or its subsidiaries. A "subsidiary" for purposes of the Plan will
be a  corporation  in which the  Company  owns,  directly or  indirectly,  stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock.

         Subject to  adjustment  as provided  in Section 8.6 below,  the maximum
number of shares of Stock  with  respect  to which  Awards may be granted to any
employee  under  the Plan in any one  calendar  year  shall not  exceed  100,000
Shares.  For the purpose of calculating such maximum number,  (a) an Award shall
continue  to  be  treated  as   outstanding   notwithstanding   its   repricing,
cancellation or expiration and (b) the repricing of an outstanding option or the
issuance of a new option in substitution  for a cancelled option shall be deemed
to constitute  the grant of a new additional  option  separate from the original
grant of the option that is repriced or cancelled.

6.       TYPES OF AWARDS

         6.1.     OPTIONS

         (a) Nature of Options. An Option is an Award entitling the recipient on
exercise thereof to purchase Stock at a specified exercise price.

         Both  "incentive  stock options," as defined in Section 422 of the Code
(any Option intended to qualify as an incentive  stock option being  hereinafter
referred to as an "ISO"), and Options that are not incentive stock options,  may
be granted under the Plan. ISOs shall be awarded only to Employees.

         (b) Exercise Price.  The exercise price of an Option will be determined
by the Board subject to the following:

                  (1) The  exercise  price of an ISO shall not be less than 100%
         (110% in the case of an ISO granted to a  ten-percent  shareholder)  of
         the fair market value of the Stock subject to the Option, determined as
         of the time the Option is granted.  A "ten-percent  shareholder" is any
         person who at the time of grant  owns,  directly or  indirectly,  or is
         deemed to own by reason of the  attribution  rules of section 424(d) of
         the Code,  stock  possessing more than 10% of the total combined voting
         power  of  all  classes  of  stock  of  the  Company  or of  any of its
         subsidiaries.

                  (2) In no case may the exercise  price paid for Stock which is
         part of an  original  issue of  authorized  Stock be less  than the par
         value per share of the Stock.

                  (3) The Board may  reduce the  exercise  price of an Option at
         any  time  after  the  time of  grant,  but in the  case  of an  Option
         originally awarded as an ISO, only with the consent of the Participant.

         (c)  Duration  of  Options.  The latest  date on which an Option may be
exercised will be the tenth anniversary  (fifth  anniversary,  in the case of an
ISO granted to a ten-percent  shareholder) of the day immediately  preceding the
date the Option was granted,  or such earlier date as may have been specified by
the Board at the time the Option was granted.

         (d) Exercise of Options. An Option will become exercisable at such time
or times, and on such conditions, as the Board may specify. The Board may at any
time  accelerate  the  time  at  which  all or any  part  of the  Option  may be
exercised.

         Any  exercise  of an Option  must be in  writing,  signed by the proper
person and delivered or mailed to the Company,  accompanied by (1) any documents
required by the Board and (2) payment in full in accordance  with  paragraph (e)
below for the number of shares for which the Option is exercised.

         (e) Payment for Stock. Stock purchased on exercise of an Option must be
paid for as  follows:  (1) in cash or by check  (acceptable  to the  Company  in
accordance  with guidelines  established for this purpose),  bank draft or money
order  payable  to the  order  of the  Company  or  (2) if so  permitted  by the
instrument  evidencing  the Option (or in the case of an Option  which is not an
ISO, by the Board at or after grant of the Option),  (i) through the delivery of
shares of Stock which have been  outstanding for at least six months (unless the
Board expressly approves a shorter period) and which have a fair market value on
the last  business  day  preceding  the date of exercise  equal to the  exercise
price,  or (ii) by delivery  of a  promissory  note of the Option  holder to the
Company,  payable  on such  terms as are  specified  by the  Board,  or (iii) by
delivery of an unconditional and irrevocable  undertaking by a broker to deliver
promptly to the Company  sufficient  funds to pay the exercise price, or (iv) by
any combination of the permissible forms of payment; provided, that if the Stock
delivered upon exercise of the Option is an original issue of authorized  Stock,
at least so much of the exercise price as represents the par value of such Stock
must be paid other than by the Option holder's promissory note.

         (f)  Discretionary  Payments.  If the  market  price of shares of Stock
subject  to an  Option  (other  than an Option  which is in tandem  with a Stock
Appreciation Right as described in Section 6.2 below) exceeds the exercise price
of the Option at the time of its  exercise,  the Board may cancel the Option and
cause the  Company  to pay in cash or in shares of Common  Stock (at a price per
share equal to the fair  market  value per share) to the person  exercising  the
Option an amount  equal to the  difference  between the fair market value of the
Stock which would have been  purchased  pursuant to the exercise  (determined on
the date the Option is canceled)  and the aggregate  exercise  price which would
have been paid.  The Board may exercise its  discretion to take such action only
if it has received a written request from the person exercising the Option,  but
such a request will not be binding on the Board.

         6.2.  Stock Appreciation Rights.

         (a) Nature of Stock Appreciation  Rights. A Stock Appreciation Right is
an Award  entitling the recipient on exercise of the Right to receive an amount,
in cash or Stock or a  combination  thereof  (such form to be  determined by the
Board),  determined  in whole or in part by reference to  appreciation  in Stock
Value.

         In general,  a Stock  Appreciation  Right  entitles the  Participant to
receive, with respect to each share of Stock as to which the Right is exercised,
the excess of the  share's  fair market  value on the date of exercise  over its
fair  market  value on the date the Right was  granted.  However,  the Board may
provide  at the time of grant  that the  amount the  recipient  is  entitled  to
receive will be adjusted upward or downward under rules established by the Board
to take  into  account  the  performance  of the  Stock in  comparison  with the
performance  of other stocks or an index or indices of other  stocks.  The Board
may also grant Stock Appreciation  Rights that provide,  that following a Change
in Control of the  Company  as defined in  Appendix 1 hereto  that the holder of
such Right will be  entitled  to  receive,  with  respect to each share of Stock
subject to the Right,  an amount equal to the excess of a specified value (which
may include an average of values) for a share of Stock during a period preceding
such  Change in Control  over the fair  market  value of a share of Stock on the
date the Right was granted.

         (b) Grant of Stock Appreciation  Rights.  Stock Appreciation Rights may
be granted in tandem with, or independently  of, Options granted under the Plan.
A Stock  Appreciation Right granted in tandem with an Option which is not an ISO
may be  granted  either at or after  the time the  Option  is  granted.  A Stock
Appreciation Right granted in tandem with an ISO may be granted only at the time
the Option is granted.

         (c) Rules Applicable to Tandem Awards.  When Stock Appreciation  Rights
are granted in tandem with Options, the following will apply:

                  (1) The Stock  Appreciation  Right will be exercisable only at
         such time or  times,  and to the  extent,  that the  related  Option is
         exercisable  and will be exercisable  in accordance  with the procedure
         required for exercise of the related Option.

                  (2) The Stock  Appreciation Right will terminate and no longer
         be exercisable  upon the termination or exercise of the related Option,
         except that a Stock  Appreciation  Right  granted  with respect to less
         than the full number of shares covered by an Option will not be reduced
         until the  number of shares  as to which the  related  Option  has been
         exercised or has terminated exceeds the number of shares not covered by
         the Stock Appreciation Right.

                  (3) The Option  will  terminate  and no longer be  exercisable
         upon the exercise of the related Stock Appreciation Right.

                  (4) The Stock  Appreciation  Right will be  transferable  only
with the related Option.

                  (5) A Stock  Appreciation  Right granted in tandem with an ISO
         may be exercised only when the market price of the Stock subject to the
         Option exceeds the exercise price of such option.

         (d)  Exercise  of  Independent  Stock  Appreciation   Rights.  A  Stock
Appreciation  Right not granted in tandem with an Option will become exercisable
at such time or times,  and on such  conditions,  as the Board may specify.  The
Board may at any time  accelerate the time at which all or any part of the Right
may be exercised.

         Any  exercise of an  independent  Stock  Appreciation  Right must be in
writing,  signed by the proper  person and  delivered  or mailed to the Company,
accompanied by any other documents required by the Board.

         6.3.     Restricted and Unrestricted Stock.

         (a) Nature of Restricted Stock Award. A Restricted Stock Award entitles
the  recipient to acquire,  for a purchase  price equal to par value,  shares of
Stock subject to the restrictions  described in paragraph (d) below ("Restricted
Stock").

         (b)  Acceptance  of Award.  A  Participant  who is granted a Restricted
Stock  Award  will  have no  rights  with  respect  to  such  Award  unless  the
Participant  accepts the Award by written instrument  delivered or mailed to the
Company  accompanied by payment in full of the specified purchase price, if any,
of the shares covered by the Award. Payment may be by certified or bank check or
other instrument acceptable to the Board.

         (c) Rights as a  Stockholder.  A  Participant  who receives  Restricted
Stock  will have all the  rights of a  stockholder  with  respect  to the Stock,
including voting and dividend rights,  subject to the restrictions  described in
paragraph (d) below and any other conditions imposed by the Board at the time of
grant. Unless the Board otherwise determines,  certificates evidencing shares of
Restricted  Stock will remain in the possession of the Company until such shares
are free of all restrictions under the Plan.

         (d)  Restrictions.  Except as  otherwise  specifically  provided by the
Plan,  Restricted  Stock  may not be sold,  assigned,  transferred,  pledged  or
otherwise  encumbered  or disposed  of, and if the  Participant  ceases to be an
Employee or  otherwise  suffers a Status  Change (as  defined at Section  7.2(a)
below) for any  reason,  must be offered to the  Company  for  purchase  for the
amount of cash paid for the Stock,  or  forfeited  to the Company if no cash was
paid.  These  restrictions  will  lapse  at  such  time  or  times,  and on such
conditions,  as the Board may specify.  The Board may at any time accelerate the
time at which the restrictions on all or any part of the shares will lapse.

         (e)  Notice of  Election.  Any  Participant  making an  election  under
Section 83(b) of the Code with respect to  Restricted  Stock must provide a copy
thereof to the Company  within 10 days of the filing of such  election  with the
Internal Revenue Service.

         (f) Other Awards Settled with Restricted  Stock.  The Board may, at the
time any Award  described in this Section 6 is granted,  provide that any or all
the Stock delivered pursuant to the Award will be Restricted Stock.

         (g) Unrestricted Stock. The Board may, in its sole discretion,  approve
the sale to any  Participant of shares of Stock free of  restrictions  under the
Plan for a price which is not less than the par value of the Stock.

         6.4.     Deferred Stock.

         A Deferred  Stock Award  entitles the  recipient  to receive  shares of
Stock to be  delivered  in the future.  Delivery of the Stock will take place at
such time or times, and on such conditions,  as the Board may specify. The Board
may at any time  accelerate the time at which delivery of all or any part of the
Stock will take  place.  At the time any Award  described  in this  Section 6 is
granted,  the Board may  provide  that,  at the time Stock  would  otherwise  be
delivered  pursuant  to the  Award,  the  Participant  will  instead  receive an
instrument  evidencing the  Participant's  right to future  delivery of Deferred
Stock.

         6.5.     Performance Awards; Performance Goals.

         (a) Nature of  Performance  Awards.  A Performance  Award  entitles the
recipient  to  receive,  without  payment,  an  amount  in  cash or  Stock  or a
combination  thereof  (such form to be  determined  by the Board)  following the
attainment of Performance  Goals.  Performance  Goals may be related to personal
performance,  corporate  performance,  departmental  performance  or  any  other
category of  performance  deemed by the Board to be  important to the success of
the Company.  The Board will  determine  the  Performance  Goals,  the period or
periods  during  which  performance  is to be  measured  and all other terms and
conditions applicable to the Award.

         (b) Other Awards  Subject to Performance  Condition.  The Board may, at
the time any Award described in this Section 6 is granted,  impose the condition
(in addition to any conditions  specified or authorized in this Section 6 or any
other  provision  of the  Plan)  that  Performance  Goals  be met  prior  to the
Participant's realization of any payment or benefit under the Award.


<PAGE>


         6.6.     Loans and Supplemental Grants.

         (a)  Loans.  The  Company  may make a loan to a  Participant  ("Loan"),
either on the date of or after the grant of any Award to the Participant. A Loan
may be made either in  connection  with the purchase of Stock under the Award or
with the  payment of any  Federal,  state and local  income tax with  respect to
income  recognized as a result of the Award.  The Board will have full authority
to  decide  whether  to make a Loan  and to  determine  the  amount,  terms  and
conditions of the Loan, including the interest rate (which may be zero), whether
the Loan is to be secured or unsecured or with or without  recourse  against the
borrower,  the terms on which the Loan is to be repaid  and the  conditions,  if
any, under which it may be forgiven. However, no Loan may have a term (including
extensions) exceeding ten years in duration.

         (b) Supplemental Grants. In connection with any Award, the Board may at
the time such  Award is made or at a later  date,  provide  for and grant a cash
award to the Participant ("Supplemental Grant") not to exceed an amount equal to
(1) the amount of any federal, state and local income tax on ordinary income for
which the  Participant  may be liable with respect to the Award,  determined  by
assuming taxation at the highest marginal rate, plus (2) an additional amount on
a grossed-up basis intended to make the Participant  whole on an after-tax basis
after discharging all the Participant's  income tax liabilities arising from all
payments  under this Section 6. Any payments  under this  subsection (b) will be
made at the time the  Participant  incurs  Federal  income  tax  liability  with
respect to the Award.

7.       EVENTS AFFECTING OUTSTANDING AWARDS

         7.1.     Death.

         If a Participant dies, the following will apply:

         (a) All Options and Stock  Appreciation  Rights held by the Participant
immediately prior to death, to the extent then exercisable,  may be exercised by
the Participant's executor or administrator or the person or persons to whom the
Option or Right is  transferred  by will or the  applicable  laws of descent and
distribution,  at any time  within  the one year  period  ending  with the first
anniversary of the Participant's  death (or such shorter or longer period as the
Board may determine) and shall thereupon terminate.  In no event, however, shall
an Option or Stock  Appreciation Right remain exercisable beyond the latest date
on which it could have been  exercised  without regard to this Section 7. Except
as otherwise  determined by the Board, all Options and Stock Appreciation Rights
held by a Participant  immediately  prior to death that are not then exercisable
shall terminate at death.

         (b) Except as otherwise  determined by the Board,  all Restricted Stock
held by the  Participant  must be  transferred to the Company (and, in the event
the  certificates  representing  such Restricted  Stock are held by the Company,
such Restricted  Stock will be so transferred  without any further action by the
Participant) in accordance with Section 6.3 above.

         (c) Any payment or benefit  under a Deferred  Stock Award,  Performance
Award,  or  Supplemental  Grant to which  the  Participant  was not  irrevocably
entitled  prior to death will be forfeited and the Award canceled as of the time
of death, unless otherwise determined by the Board.

         7.2.     Termination of Service (Other Than By Death).

         If a  Participant  who is an Employee  ceases to be an Employee for any
reason other than death,  or if there is a termination  (other than by reason of
death) of the consulting,  service or similar relationship in respect of which a
non-Employee Participant was granted an Award hereunder (such termination of the
employment  or other  relationship  being  hereinafter  referred to as a "Status
Change"), the following will apply:

         (a) Except as otherwise  determined by the Board, all Options and Stock
Appreciation   Rights  held  by  the  Participant   that  were  not  exercisable
immediately prior to the Status Change shall terminate at the time of the Status
Change.  Any Options or Rights that were  exercisable  immediately  prior to the
Status Change will continue to be  exercisable  for a period of three months (or
such longer period as the Board may determine),  and shall thereupon  terminate,
unless the Award provides by its terms for immediate termination in the event of
a Status Change or unless the Status  Change  results from a discharge for cause
which in the opinion of the Board casts such discredit on the  Participant as to
justify  immediate  termination  of the Award.  In no event,  however,  shall an
Option or Stock  Appreciation Right remain exercisable beyond the latest date on
which it could  have  been  exercised  without  regard  to this  Section  7. For
purposes of this paragraph,  in the case of a Participant who is an Employee,  a
Status Change shall not be deemed to have resulted by reason of (i) a sick leave
or other bona fide leave of absence  approved  for  purposes  of the Plan by the
Board, so long as the Employee's  right to reemployment is guaranteed  either by
statute or by contract, or (ii) a transfer of employment between the Company and
a subsidiary or between subsidiaries,  or to the employment of a corporation (or
a parent or subsidiary  corporation of such corporation)  issuing or assuming an
option in a transaction to which section 424(a) of the Code applies.

         (b) Except as otherwise  determined by the Board,  all Restricted Stock
held by the  Participant at the time of the Status Change must be transferred to
the Company (and, in the event the  certificates  representing  such  Restricted
Stock are held by the  Company,  such  Restricted  Stock will be so  transferred
without any further action by the  Participant)  in accordance  with Section 6.3
above.

         (c) Any payment or benefit  under a Deferred  Stock Award,  Performance
Award,  or  Supplemental  Grant to which  the  Participant  was not  irrevocably
entitled  prior to the Status Change will be forfeited and the Award canceled as
of the date of such Status Change unless otherwise determined by the Board.

         7.3.     Change in Control.

         Notwithstanding  any other provision of the Plan or of any Award to the
contrary,  in the event of a Change in  Control  as  defined  in  Appendix 1 the
following will apply:

         (a)  Each  outstanding   Option  and  Stock   Appreciation  Right  will
immediately  become  exercisable in full unless otherwise  expressly provided at
the time of grant.

         (b) Each outstanding share of Restricted Stock will immediately  become
free of all restrictions and conditions.

         (c)  Conditions  on  Deferred  Stock  Awards,  Performance  Awards  and
Supplemental  Grants  which  relate  only to the  passage of time and  continued
employment  will  be  removed.  Performance  or  other  conditions  (other  than
conditions  relating only to the passage of time and continued  employment) will
continue to apply unless  otherwise  provided in the  instrument  evidencing the
Awards or in any other  agreement  between  the  Participant  and the Company or
unless otherwise agreed to by the Committee.

         7.4.     Certain Corporate Transactions.

         Subject to Section  7.3, in the event of a  consolidation  or merger in
which the  Company  is not the  surviving  corporation  or which  results in the
acquisition of  substantially  all the Company's  outstanding  Stock by a single
person or entity or by a group of persons and/or entities acting in concert,  or
in the event of the sale or transfer of  substantially  all the Company's assets
or a dissolution or liquidation  of the Company (a "covered  transaction"),  all
outstanding  Awards  will  terminate  as of the  effective  date of the  covered
transaction, and the following rules shall apply:

         (a) Subject to paragraphs (b) and (c) below,  the Board may in its sole
discretion,  prior to the effective  date of the covered  transaction,  (1) make
each outstanding  Option and Stock  Appreciation  Right exercisable in full, (2)
remove the  restrictions  from each outstanding  share of Restricted  Stock, (3)
cause the  Company  to make any  payment  and  provide  any  benefit  under each
outstanding  Deferred Stock Award,  Performance  Award, and  Supplemental  Grant
which  would  have  been  made or  provided  with  the  passage  of time had the
transaction  not occurred and the  Participant  not suffered a Status Change (or
died),  and (4) forgive all or any portion of the  principal of or interest on a
Loan.

         (b)  If an  outstanding  Award  is  subject  to  performance  or  other
conditions  (other  than  conditions  relating  only to the  passage of time and
continued  employment)  which  will not have been  satisfied  at the time of the
covered  transaction,   the  Board  may  in  its  sole  discretion  remove  such
conditions.  If it does not do so, however,  such Award will terminate as of the
date of the covered transaction notwithstanding paragraph (a) above.

         (c) With respect to an  outstanding  Award held by a  Participant  who,
following the covered  transaction,  will be employed by or otherwise  providing
services to a corporation which is a surviving or acquiring  corporation in such
transaction or an affiliate of such a corporation,  the Board may, in lieu of or
in addition to any action described in paragraph (a) above, arrange to have such
surviving  or acquiring  corporation  or affiliate  grant to the  Participant  a
replacement  award  which,  in the  judgment  of  the  Board,  is  substantially
equivalent to the Award.

8.       GENERAL PROVISIONS

         8.1.     Documentation of Awards.

         Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Board from time to time.  Such  instruments may be in the form
of  agreements  to be  executed  by both the  Participant  and the  Company,  or
certificates,  letters or similar instruments, which need not be executed by the
Participant  but  acceptance  of which  will  evidence  agreement  to the  terms
thereof.

         8.2.     Rights as a Stockholder, Dividend Equivalents.

         Except as  specifically  provided by the Plan,  the receipt of an Award
will not give a Participant rights as a stockholder; the Participant will obtain
such rights,  subject to any  limitations  imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Stock.  However,  the Board may, on
such conditions as it deems appropriate, provide that a Participant will receive
a benefit in lieu of cash  dividends  that would have been payable on any or all
Stock  subject  to the  Participant's  Award had such  Stock  been  outstanding.
Without  limitation,  the Board may provide for  payment to the  Participant  of
amounts  representing such dividends,  either currently or in the future, or for
the investment of such amounts on behalf of the Participant.

         8.3.     Conditions on Delivery of Stock.

         The  Company  will not be  obligated  to  deliver  any  shares of Stock
pursuant to the Plan or to remove  restriction from shares previously  delivered
under the Plan (a) until all  conditions  of the Award  have been  satisfied  or
removed,  (b) until,  in the opinion of the Company's  counsel,  all  applicable
federal  and state  laws and  regulation  have been  complied  with,  (c) if the
outstanding Stock is at the time listed on any stock exchange,  until the shares
to be delivered  have been listed or  authorized  to be listed on such  exchange
upon  official  notice  of  notice of  issuance,  and (d) until all other  legal
matters in  connection  with the  issuance and delivery of such shares have been
approved by the Company's counsel.  If the sale of Stock has not been registered
under the  Securities  Act of 1933,  as amended,  the Company may require,  as a
condition  to exercise  of the Award,  such  representations  or  agreements  as
counsel for the Company may consider  appropriate to avoid violation of such Act
and may require that the certificates  evidencing such Stock bear an appropriate
legend restricting transfer.

         If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation  to deliver Stock  pursuant to such exercise
until the Company is satisfied as to the authority of such representative.

         8.4.     Tax Withholding.

         The Company will  withhold  from any cash  payment made  pursuant to an
Award an amount  sufficient to satisfy all federal,  state and local withholding
tax requirements (the "withholding requirements").

         In the case of an Award  pursuant to which Stock may be delivered,  the
Board will have the right to require that the  Participant or other  appropriate
person  remit to the Company an amount  sufficient  to satisfy  the  withholding
requirements,  or make other arrangements  satisfactory to the Board with regard
to such  requirements,  prior to the delivery of any Stock. If and to the extent
that such withholding is required,  the Board may permit the Participant or such
other  person to elect at such time and in such manner as the Board  provides to
have the Company hold back from the shares to be delivered, or to deliver to the
Company, Stock having a value calculated to satisfy the withholding requirement.

         If at the  time an ISO is  exercised  the  Board  determines  that  the
Company  could  be  liable  for  withholding  requirements  with  respect  to  a
disposition  of the Stock  received  upon  exercise,  the Board may require as a
condition of exercise that the person exercising the ISO agree (a) to inform the
Company promptly of any disposition (within the meaning of section 424(c) of the
Code) of Stock  received  upon  exercise,  and (b) to give such  security as the
Board deems  adequate  to meet the  potential  liability  of the Company for the
withholding  requirements  and to augment such security from time to time in any
amount reasonably deemed necessary by the Board to preserve the adequacy of such
security.

         8.5.     Nontransferabilty of Awards.

         Except as otherwise  provided in a specific Award  agreement,  no Award
(other than an Award in the form of an outright transfer of cash or Unrestricted
Stock)  may be  transferred  other  than by will or by the laws of  descent  and
distribution,  and during an employee's lifetime an Award requiring exercise may
be  exercised  only by the  Participant  (or in the  event of the  Participant's
incapacity,  the person or persons legally appointed to act on the Participant's
behalf.)

         8.6. Adjustments in the Event of Certain Transactions.

         (a) In the event of a stock  dividend,  stock split or  combination  of
shares,  recapitalization  or other change in the Company's  capitalization,  or
other  distribution  to common  stockholders  other than normal cash  dividends,
after the  effective  date of the  Plan,  the  Board  will make any  appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 4 above.

         (b) In any event referred to in paragraph (a), the Board will also make
any  appropriate  adjustments  to the  number  and  kind of  shares  of stock or
securities  subject to Awards then  outstanding  or  subsequently  granted,  any
exercise prices relating to Awards and any other provision of Awards affected by
such  change.  The Board may also make  such  adjustments  to take into  account
material  changes in law or in  accounting  practices  or  principles,  mergers,
consolidations, acquisitions, dispositions or similar corporate transactions, or
any  other  event,  if it is  determined  by  the  Board  that  adjustments  are
appropriate to avoid distortion in the operation of the Plan.

         8.7.     Employment Rights, Etc.

         Neither  the  adoption  of the Plan nor the grant of Awards will confer
upon  any  person  any  right  to  continued  retention  by the  Company  or any
subsidiary  as an Employee or  otherwise,  or affect in any way the right of the
Company  or   subsidiary  to  terminate  an   employment,   service  or  similar
relationship at any time.  Except as  specifically  provided by the Board in any
particular  case,  the loss of existing or  potential  profit in Awards  granted
under  the Plan  will not  constitute  an  element  of  damages  in the event of
termination  of an  employment,  service  or  similar  relationship  even if the
termination is in violation of an obligation of the Company to the Participant.

         8.8.     Deferral of Payments.

         The Board may agree at any time,  upon request of the  Participant,  to
defer the date on which any payment under an Award will be made.

         8.9.     Past Services as Consideration.

         Where a Participant purchases Stock under an Award for a price equal to
the par value of the Stock the  Board  may  determine  that such  price has been
satisfied by past services rendered by the Participant.

9.       EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

         Neither  adoption of the Plan nor the grant of awards to a  Participant
will affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Stock as a bonus or otherwise,
or to  adopt  other  plans or  arrangements  under  which  Stock  be  issued  to
Employees.

         The  Board may at any time or times  amend the Plan or any  outstanding
Award for any purpose  which may at the time be  permitted by law, or may at any
time  terminate  the Plan as to any  further  grants of  Awards,  provided  that
(except to the  extent  expressly  required  or  permitted  by the Plan) no such
amendment  will,  without  the  approval  of the  stockholders  of the  Company,
effectuate a change for which stockholder  approval is required in order for the
Plan to continue to qualify for the award of ISOs under  section 422 of the Code
and to continue to qualify under Rule 16b-3  promulgated under Section 16 of the
1934 Act.



<PAGE>

                                   Appendix 1

"Change in Control" shall be deemed to have occurred if:

         (a) any  `person' as such term is used in  Sections  13(d) and 14(d) of
the 1934 Act (other than (i) the Company,  (ii) any  subsidiary  of the Company,
(iii) any  trustee  or other  fiduciary  holding  securities  under an  employee
benefit plan of the Company or of any  subsidiary  of the  Company,  or (iv) any
Company owned,  directly or indirectly,  by the  shareholders  of the Company in
substantially  the same  proportions as their ownership of stock of the Company)
is or becomes the  `beneficial  owner' (as defined in Section  13(d) of the 1934
Act),  together with all  Affiliates  and  Associates (as such terms are used in
Rule  12b-2 of the  General  Rules and  Regulations  under the 1934 Act) of such
person, directly or indirectly, of securities of the Company representing 35% or
more of the combined voting power of the Company's then  outstanding  securities
(other than as a result of acquisition of such securities from the Company); or

         (b) during  any period of two  consecutive  years  (not  including  any
period  prior  to the  effective  date  of  the  Plan),  individuals  who at the
beginning of such period  constitute the Board, and any new director (other than
a director  designated  by a person who has entered into an  agreement  with the
Company to effect a  transaction  described  in clause  (a) of this  definition)
whose  election  by the  Board  or  nomination  for  election  by the  Company's
stockholders  was  approved  by a  vote  of at  least  two-thirds  (2/3)  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination  for election was previously so approved
cease for any reason to constitute at least a majority thereof.