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                                                                  EXHIBIT 10.17

                         WORLDPORT COMMUNICATIONS, INC.

                              AMENDED AND RESTATED

                            LONG-TERM INCENTIVE PLAN


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                                TABLE OF CONTENTS

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                                                                                                               PAGE

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1.       Purpose.................................................................................................1

2.       Effective Date..........................................................................................1

3.       Definitions and Construction............................................................................1

4.       Administration..........................................................................................4

5.       Shares Subject to the Plan..............................................................................5

6.       Eligibility.............................................................................................6

7.       Stock Options...........................................................................................6

8.       Stock Appreciation Rights...............................................................................8

9.       Performance Shares......................................................................................8

10.      Restricted Stock Awards.................................................................................9

11.      Dividend Equivalents....................................................................................9

12.      Other Stock-Based Awards................................................................................9

13.      Provisions Applicable to Awards........................................................................10

14.      Adjustment Provisions..................................................................................11

15.      Amendment, Modification and Termination................................................................13

16.      General Provisions.....................................................................................13

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                         WORLDPORT COMMUNICATIONS, INC.

                              AMENDED AND RESTATED
                            LONG-TERM INCENTIVE PLAN


                  1.       Purpose. The purpose of the WorldPort Communications,
Inc. Long-Term Incentive Plan (the "Plan") is to promote the success, and
enhance the value, of WorldPort Communications, Inc. (the "Company") by linking
the personal interests of its directors, officers, employees and key consultants
to those of Company shareholders and by providing such individuals with an
incentive for outstanding performance. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of individuals upon whose judgment, interest, and special effort the
successful conduct of the Company's operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to its
directors and selected officers, key employees and outside consultants.

                  2.       Effective Date. The Plan is effective as of October
1, 1996 (the "Effective Date").

                  3.       Definitions and Construction. When a word or phrase
appears in this Plan with the initial letter capitalized, and the word or phrase
does not commence a sentence, the work or phrase shall generally be given the
meaning ascribed to it in this paragraph or paragraphs 1(a) or 2(a) unless a
clearly different meaning is required by the context. The following words and
phrases shall have the following meanings:

                  (a)      "Award" means an Option, Stock Appreciation Right,
         Restricted Stock Award, Performance Share Award, Dividend Equivalent
         Award, or Other Stock-Based Award, or any other right or interest
         relating to Stock or cash, granted to a Participant under the Plan.

                  (b)      "Award Agreement" means any written agreement,
         contract, option form, or other instrument or document evidencing an
         Award.

                  (c)      "Board" means the Board of directors of the Company.

                  (d)      "Change of Control" means and includes each of the
         following:

                           (i)      A change of control of the Company of a
                  nature that would be required to be reported in response to
                  Item 6(e) of Schedule 14A of the 1934 Act regardless of
                  whether the Company is subject to such reporting requirement;

                           (ii)     A change of control of the company through
                  a transaction or series of transactions, such that any person
                  (as that term is used in Section 13(d) and 14(d) of the 1934
                  Act), excluding affiliates of the Company as of the Effective
                  Date, is or becomes


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                  the beneficial owner (as that term is used in Section 13(d) of
                  the 1934 Act) directly or indirectly, of securities of the
                  Company representing 20% or more of the combined voting power
                  of the Company's then outstanding securities;

                           (iii)    Any consolidation or liquidation of the
                  Company in which the Company is not the continuing or
                  surviving corporation or pursuant to which shares of Stock
                  would be converted into cash, securities or other property,
                  other than a merger of the company in which the holders of the
                  shares of Stock immediately before the merger have the same
                  proportionate ownership of common stock of the surviving
                  corporation immediately after the merger;

                           (iv)     The shareholders of the Company approve any
                  plan or proposal for the liquidation or dissolution of the
                  Company; or

                           (v)      Substantially all of the assets of the
                  Company are sold or otherwise transferred to parties that are
                  not within a "controlled group of corporations" (as defined in
                  Section 1563 of the Code) in which the Company is a member.

         The foregoing events shall not be deemed to be a Change of Control if
         the transaction or transactions causing such change shall have been
         approved by the affirmative vote of at least a majority of the members
         of the Board in office as of the Effective Date ("Incumbents"), those
         serving on the Board pursuant to nomination or appointment thereto by a
         majority of Incumbents ("Successors"), and those serving on the Board
         pursuant to nomination or appointment thereto by a majority of a Board
         composed of Incumbents and/or Successors.

                  (e)      "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

                  (f)      "Committee" means the committee of the Board 
described in paragraph 4.

                  (g)      "Disability" shall mean any illness or other physical
or mental condition of a Participant which renders the Participant incapable of
performing his customary and usual duties for the Company, or any medically
determinable illness or other physical or mental condition resulting from a
bodily injury, disease or mental disorder which in the judgment of the Committee
is permanent and continuous in nature. The Committee may require such medical or
other evidence as it deems necessary to judge the nature and permanency of the
Participant's condition.

                  (h)      "Dividend Equivalent" means a right granted to a
         Participant under paragraph 11.


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                  (i)      "Fair Market Value" means with respect to Stock or
         any other property, the fair market value of such Stock or other
         property determined by such methods or procedures as may be established
         from time to time by the Committee. Unless otherwise determined by the
         Committee, the Fair Market Value of the Stock as of any date shall be
         the closing price for the Stock as reported on the Nasdaq National
         Market System (or on any national securities exchange on which the
         Stock is then listed) for that date or, if no closing price is so
         reported for that date, the closing price on the next preceding date
         for which a closing price was reported.

                  (j)      "Incentive Stock Option" means an Option that is
         intended to meet the requirements of Section 422 of the Code or any
         successor provision thereto.

                  (k)      "Non-Qualified Stock Option" means an Option that is
         not intended to be an Incentive Stock Option.

                  (l)      "Option" means a right granted to a Participant
         under paragraph 7 of the Plan to purchase Stock at a specified price
         during specified time periods. An Option may be either an Incentive
         Stock Option or a Non-Qualified Stock Option.

                  (m)      "Other Stock-Based Award" means a right, granted to
         a Participant under paragraph 12, that relates to or is valued by
         reference to Stock or other Awards relating to Stock.

                  (n)      "Participant" means a person who, as a director,
         officer, key employee or outside consultant of the Company or any
         Subsidiary, has been granted an Award under the Plan.

                  (o)      "Performance Share" means a right granted to a
         Participant under paragraph 9, to receive cash, Stock, or other Awards,
         the payment of which is contingent upon achieving certain performance
         goals established by the Committee.

                  (p)      "Plan" means the WorldPort Communications, Inc. 
         Long-Term Incentive Plan, as amended from time to time.

                  (q)      "Restricted Stock Award" means Stock granted to a
         Participant under paragraph 10 that is subject to certain restrictions
         and to risk of forfeiture.

                  (r)      "Retirement" means a Participant's termination of
         employment with the Company after attaining any normal or early
         retirement age specified in any pension, profit sharing or other
         retirement program sponsored by the Company.

                  (s)      "Stock" means the common stock of the Company and
         such other securities of the Company that may be substituted for Stock
         pursuant to paragraph 12.


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                  (t)      "Stock Appreciation Right" or "SAR" means a right
         granted to a Participant under paragraph 8 to receive a payment equal
         to the difference between the Fair Market Value of a share of Stock as
         of the date of exercise of the SAR over the grant price of the SAR, all
         as determined pursuant to paragraph 8.

                  (u)      "Subsidiary" means any corporation of which a
         majority of the outstanding voting stock or voting power is
         beneficially owned directly or indirectly by the Company.

                  4.       Administration.

                  (a)      Committee. The Plan will be administered by the
Compensation Committee (the "Committee") appointed by the Board of Directors of
the Company from among its members provided, however, that as long as shares of
the Stock are registered under the Securities Exchange Act of 1934, members of
the Committee must qualify as non-employee directors within the meaning of
Securities and Exchange Commission Regulation ss. 240.16b-3.

                  (b)      Action by the Committee. A majority of the Committee
shall constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present and acts approved in writing by a majority
of the Committee in lieu of a meeting shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any officer or other
employee of the Company or any Subsidiary, the Company's independent certified
public accountants, or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.

                  (c)      Authority of Committee. The Committee has the
exclusive power, authority and discretion to:

                  (i)      Designate Participants;

                  (ii)     Determine the type or types of Awards to be granted
         to each Participant;

                  (iii)    Determine the number of Awards to be granted and the
         number of shares of Stock to which an Award will relate;

                  (iv)     Determine the terms and conditions of any Award 
         granted under the Plan including but not limited to, the exercise
         price, grant price, or purchase price, any restrictions or limitations
         on the Award, any schedule for lapse of forfeiture restrictions or
         restrictions on the exercisability of an Award, and accelerations or
         waivers thereof, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (v)      Determine whether, to what extent, and under what
         circumstances an Award may be settled in, or the exercise price of an
         Award may be paid in, cash,


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         Stock, other Awards, or other property, or an Award may be cancelled,
         forfeited, or surrendered;

                  (vi)     Prescribe the form of each Award Agreement, which
         need not be identical for each Participant;

                  (vii)    Decide all other matters that must be determined in
         connection with an Award;

                  (viii)   Establish, adopt or revise any rules and regulations
         as it may deem necessary or advisable to administer the Plan; and

                  (ix)     Make all other decisions and determinations that may
         be required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan.

                  (d)       Decision Binding. The Committee's interpretation of
         the Plan, any Awards granted under the Plan, any Award Agreement and
         all decisions and determinations by the Committee with respect to the
         Plan are final, binding, and conclusive on all parties.

                  5.       Shares Subject to the Plan.

                  (a)      Number of Shares. Subject to adjustment provided in
paragraph 14(a) the aggregate number of shares of Stock reserved and available
for Awards or which may be used to provide a basis of measurement for or to
determine the value of an Award (such as with a Stock Appreciation Right or
Performance Share Award) shall be 7,500,000.

                  (b)      Lapsed Awards. To the extent that an Award
terminates, expires or lapses for any reason, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan and
shares subject to SARs or other Awards settled in cash will be available for the
grant of an Award under the Plan.

                  (c)      Stock Distributed. Any Stock distributed pursuant to
an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market.

                  (d)      Limitation on Number of Shares Subject to Awards.
Notwithstanding any provision in the Plan to the contrary, the maximum number of
shares of Stock with respect to one or more Awards that may be granted to any
one Participant in any one fiscal year shall be 1,000,000.


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                  6.       Eligibility. Awards may be granted only to
individuals who are directors, officers, key employees or outside consultants of
the Company or a Subsidiary, as determined by the Committee.

                  7.       Stock Options.

                  (a)      General. The Committee is authorized to grant
Options to Participants on the following terms and conditions:

                  (i)      Exercise Price. The exercise price per share of Stock
         under an Option shall be determined by the Committee, provided that the
         exercise price for any Option shall not be less than the Fair Market
         Value as of the date of grant or, with respect to Non-Qualified Stock
         Options, a price which reflects a reasonable discount from the Fair
         Market Value, as determined by the Committee;

                  (ii)     Time and Conditions of Exercise. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part. The Committee also shall determine the performance or
         other conditions, if any, that must be satisfied before all or part of
         an Option may be exercised;

                  (iii)    Payment. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Participants. Without limiting the power and discretion conferred on
         the Committee pursuant to the preceding sentence, the Committee may, in
         the exercise of its discretion, but need not, allow a Participant to
         pay the Option price by directing the Company to withhold from the
         shares of Stock that would otherwise be issued upon exercise of the
         Option that number of shares having a Fair Market Value on the exercise
         date equal to the Option price, all as determined pursuant to rules and
         procedures established by the Committee;

                  (iv)     Evidence of Grant. All Options shall be evidenced
         by a written Award Agreement between the Company and the Participant.
         The Award Agreement shall include such provisions as may be specified
         by the Committee.

                  (b)      Incentive Stock Options. The terms of any Incentive
Stock Options granted under the Plan must comply with the following additional
rules:

                  (i)      Exercise  Price.  The  exercise  price per  share of
         Stock shall be set by the Committee, provided that the exercise price
         for any Incentive Stock Option may not be less than the Fair Market
         Value as of the date of the grant;

                  (ii)     Exercise. In no event, may any Incentive Stock 
         Option be exercisable for more than ten years from the date of its
         grant;


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                  (iii)    Lapse of Option. An Incentive Stock Option shall
         lapse under the following circumstances:

                           (1)      The Incentive Stock Option shall lapse ten
         years after its is granted, unless an earlier time is set in the Award
         Agreement;

                           (2)      The Incentive Stock Option shall lapse three
                  months after the Participant's termination of employment, if
                  the termination of employment was attributable to (a)
                  Disability, (b) Retirement, or (c) for any other reason,
                  provided that the Committee has approved, in writing, the
                  continuation of any Incentive Stock Option outstanding on the
                  date of the Participant's termination of employment;

                           (3)      If the Participant separates from employment
                  other than as provided in paragraph 7(b)(iii)(2), the
                  Incentive Stock Option shall lapse at the time of the
                  Participant's termination of employment;

                           (4)      If the Participant dies before the Option
                  lapses pursuant to paragraph 7(b)(iii)(1), 7(b)(iii)(2) or
                  7(b)(iii)(3), above, the Incentive Stock Option shall lapse,
                  unless it is previously exercised, on the earlier of (a) the
                  date on which the Option would have lapsed had the Participant
                  lived and had his employment status (i.e., whether the
                  Participant was employed by the Company on the date of his
                  death or had previously terminated employment) remained
                  unchanged; or (b) 15 months after the date of the
                  Participant's death. Upon the Participant's death, any
                  exercisable Incentive Stock Options may be exercised by the
                  Participant's legal representative or representatives, by the
                  person or persons entitled to do so under the Participant's
                  last will and testament, or, if the Participant shall fail to
                  make testamentary disposition of such Incentive Stock Option
                  or shall die intestate, by the person or persons entitled to
                  receive said Incentive Stock Option under the applicable laws
                  of descent and distribution.

                  (c)      Individual Dollar Limitation. The aggregate Fair
Market Value (determined as of the time an Award is made) of all shares of Stock
with respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000.00.

                  (d)      Ten Percent Owners. An Incentive Stock Option shall
be granted to any individual who, at the date of grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of Stock
of the company only if such Option is granted at a price that is not less than
110% of Fair Market Value on the date of grant and the Option is exercisable for
no more than five years from the date of grant.


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                  (e)      Expiration of Incentive Stock Options. No Award of an
Incentive Stock Option may be made pursuant to this Plan after October 1, 2008.

                  (f)      Right to Exercise. During a Participant's lifetime,
an Incentive Stock Option may be exercised only by the Participant.

                  8.       Stock Appreciation Rights.

                  (a)      Grant of SARs. The Committee is authorized to grant
SARs to Participants on the following terms and conditions:

                  (i)      Right to Payment. Upon the exercise of a Stock
         Appreciation Right, the Participant to whom it is granted has the right
         to receive the excess, if any, of:

                           (1)      The Fair  Market  Value of one  share of
                  Stock on the date of exercise; over

                           (2)      The grant price of the Stock Appreciation
                  Right as determined by the Committee, which shall not be less
                  than the Fair Market Value of one share of Stock on the date
                  of grant in the case of any SAR related to any Incentive Stock
                  Option.

                  (b)      Other Terms. All awards of Stock Appreciation Rights
shall be evidenced by an Award Agreement. The terms, methods of exercise,
methods of settlement, form of consideration payable in settlement, and any
other terms and conditions of any Stock Appreciation Right shall be determined
by the Committee at the time of the grant of the Award and shall be reflected in
the Award Agreement.

                  9.       Performance Shares.

                  (a)      Grant of Performance Shares. The Committee is 
authorized to grant Performance Shares to Participants on such terms and
conditions as may be selected by the Committee. The Committee shall have the
complete discretion to determine the number of Performance Shares granted to
each Participant. All Awards of Performance Shares shall be evidenced by an
Award Agreement;

                  (b)      Right to Payment. A grant of Performance Shares
gives the Participant rights, valued as determined by the Committee, and payable
to, or exercisable by, the Participant to whom the Performance Shares are
granted, in whole or in part, as the Committee shall establish at grant or
thereafter. The Committee shall set performance goals and other terms or
conditions to payment of the Performance Shares in its discretion which,
depending on the extent to which they are met, will determine the number and
value of Performance Shares in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Shares
that will be paid to the Participant, provided that the time period during which
the performance goals must be met shall, in all cases, exceed six months;


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                  (c)      Other Terms. Performance Shares may be payable in
cash, Stock, or other property, and have such other terms and conditions as
determined by the Committee and reflected in the Award Agreement.

                  10.      Restricted Stock Awards.

                  (a)      Grant of Restricted Stock. The Committee is
authorized to make Awards of Restricted Stock to Participants in such amounts
and subject to such terms and conditions as may be selected by the Committee.
All awards of Restricted Stock shall be evidenced by a Restricted Stock Award
Agreement.

                  (b)      Issuance and Restrictions. Restricted Stock shall be
subject to such restrictions on transferability and other restrictions as the
Committee may impose (including, without limitation, limitations on the right to
vote Restricted Stock or the right to receive dividends on the Restricted
Stock). These restrictions may lapse separately or in combination at such times,
under such circumstances, in such installments, or otherwise, as the Committee
determines at the time of the grant of the Award or thereafter;

                  (c)      Forfeiture. Except as otherwise determined by the
Committee at the time of the grant of the Award or thereafter, upon termination
of employment during the applicable restriction period, Restricted Stock that is
at that time subject to restrictions shall be forfeited and reacquired by the
Company, provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock;

                  (d)      Certificates for Restricted Stock. Restricted Stock
granted under the Plan may be evidenced in such manner as the committee shall
determine. If certificates representing shares of Restricted Stock are
registered in the name of the Participant, certificates must bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company shall retain physical possession of the
certificate until such time as all applicable restrictions lapse.

                  11.      Dividend Equivalents. The Committee is authorized to
grant Dividend Equivalents to Participants subject to such terms and conditions
as may be selected by the Committee. Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Option Award or SAR
Award, as determined by the Committee. The Committee may provide that Dividend
Equivalents be paid or distributed when accrued or be deemed to have been
reinvested in additional shares of Stock, or otherwise reinvested.

                  12.      Other Stock-Based Awards. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, value in whole or in part by
reference to, or otherwise based on or related to shares of Stock, as deemed by
the Committee to be consistent with the purposes of the Plan, including without


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limitation shares of Stock awarded purely as a "bonus" and not subject to any
restrictions or conditions, convertible or exchangeable debt securities, other
rights convertible or exchangeable into shares of Stock, and Awards valued by
reference to book value of shares of Stock or the value of securities of or the
performance of specified Subsidiaries. The Committee shall determine the terms
and conditions of such Awards.

                  13.      Provisions Applicable to Awards.

                  (a)      Stand-Alone, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for, any
other Award granted under the Plan, if an Award is granted in substitution for
another Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards;

                  (b)      Exchange Provisions. The Committee may at any time
offer to exchange or buy out any previously granted Award for a payment in cash,
Stock, or another Award (subject to paragraph 13(a), based on the terms and
conditions the Committee determines and communicates to the Participant at the
time the offer is made;

                  (c)      Term of Award. The term of each Award shall be for
the period as determined by the Committee, provided that in no event shall the
term of any Incentive Stock Option or a Stock Appreciation Right granted in
tandem with the Incentive Stock Option exceed a period of ten years from the
date of its grant;

                  (d)      Form of Payment for Awards. Subject to the terms of
the Plan and any applicable law or Award Agreement, payments or transfers to be
made by the Company or a Subsidiary on the grant or exercise of an Award may be
made in such forms as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee;

                  (e)      Limits on Transfer. No right or interest of a
Participant in any Award may be pledged, encumbered, or hypothecated to or in
favor of any party other than the Company or a subsidiary, or shall be subject
to any lien, obligation, or liability of such Participant to any other party
other than the Company or a Subsidiary. Except as otherwise provided below, no
Award shall be assignable or transferable by a Participant other than by will or
the laws of descent and distribution or, except in the case of an Incentive
Stock Option, pursuant to a court order that would otherwise satisfy the
requirements to be a domestic relations order as defined in Section 414(p)(1)(B)
of the Code, if the order satisfies Section 414(p)(1)(A) of the Code
notwithstanding that such an order relates to the transfer of a stock option
rather than an interest in an employee benefit pension plan. In the Award
Agreement for any Award other than an Award that includes an Incentive Stock
Option, the Committee may allow a Participant to Assign or otherwise transfer
all or a portion of the rights represented by the Award to specified individuals
or classes


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of individuals, or to a trust benefiting such individuals or classes of
individuals, subject to such restrictions, limitations, or conditions, or
conditions as the Committee deems to be appropriate;

                  (f)      Beneficiaries. Notwithstanding paragraph 13(e), a
Participant may, in the manner determined by the Committee, designate a
beneficiary to exercise rights of the Participant and to receive any
distribution with respect to any Award upon the Participant's death. A
beneficiary, legal guardian, legal representative, or other person claiming any
rights under the Plan is subject to all terms and conditions of the Plan and any
Award Agreement applicable the participant, except to the extent the Plan and
any Award Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. If the Participant is married, a
designation of a person other than the Participant's spouse as his beneficiary
with respect to more than 50 percent of the Participant's interest in the Award
shall not be effective without the written consent of the Participant's spouse.
If no beneficiary has been designated or survives the Participant, payment shall
be made to the person entitled thereto under the Participant's will or the laws
of descent and distribution. Subject to the foregoing, a beneficiary designation
may be changed or revoked by a participant at any time provided the change or
revocation is filed with the Committee;

                  (g)      Stock Certificates. All Stock certificates delivered
under the Plan are subject to any stop-transfer orders and other restrictions as
the Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock;

                  (h)      Tender Offers. In the event of a public tender for
all or any portion of the Stock, or in the event that a proposal to merge,
consolidate, or otherwise combine with another company is submitted for
shareholder approval, the Committee may in its sole discretion declare
previously granted Options to be immediately exercisable. To the extent that
this provision causes Incentive Stock Options to exceed the dollar limitations
set forth in paragraph 7(c), the excess Options shall be deemed to be
Non-Qualified Stock Options;

                  (i)      Acceleration Upon a Change of Control. If a Change
of Control occurs, all outstanding Options, Stock Appreciation Rights, and other
Awards in the nature of rights that may be exercised shall become fully
exercisable and all restrictions on outstanding Awards shall lapse.

                  14.      Adjustment Provisions.

                  (a)      If the Company shall at any time change the number
of issued shares of Stock without new consideration to the Company (such as by
stock dividend, stock split, recapitalization, reorganization, exchange of
shares, liquidation, combination or other change in corporate structure
affecting the Stock), the total number of shares available for Awards under this
Plan shall be appropriately adjusted and the number of shares covered by each
outstanding Award and the reference price or Fair Market Value for each
outstanding Award shall be adjusted so that the net value of such Award shall
not be changed.


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                  (b)      In the case of any sale of assets, merger,
consolidation, combination or other corporate reorganization or restructuring of
the Company with or into another corporation which results in the outstanding
Stock being converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), subject to the
provisions of this Plan and any limitation applicable to the Award:

                           (1)      any Participant to whom a Stock Option has
                  been granted shall have the right thereafter and during the
                  term of the Stock Option, to receive upon exercise thereof the
                  Acquisition Consideration (as defined below) receivable upon
                  the Acquisition by a holder of the number of shares of Stock
                  which might have been obtained upon exercise of the Stock
                  Option or portion thereof, as the case may be, immediately
                  prior to the Acquisition; and

                           (2)      any Participant to whom an SAR has been 
                  granted shall have the right thereafter and during the term of
                  such right to receive upon exercise thereof the difference on
                  the exercise date between the aggregate Fair Market Value of
                  the Acquisition Consideration receivable upon such acquisition
                  by a holder of the number of shares of Stock which are covered
                  by such right and the aggregate reference price of such right.

The term "Acquisition Consideration" shall mean the kind and amount of
securities, cash or other property or any combination thereof receivable in
respect of one share of Stock upon consummation of an Acquisition.

                  (c)      Upon a dissolution or liquidation of the Company or
a merger, sale or consolidation in which the Company is not the surviving or
resulting corporation, the Committee may, in its sole discretion give each
Participant the right to exercise Awards prior to the occurrence of such event
or over such period as the Committee, in its sole and absolute discretion, shall
determine. To the extent that this provision causes Incentive Stock Options to
exceed the dollar limitation set forth in paragraph 7(c), the excess Options
shall be deemed to be Non-Qualified Stock Options.

                  (d)      Notwithstanding any other provision of this Plan,
the Committee may authorize the issuance, continuation or assumption of Awards
or provide for other equitable adjustments after changes in the Stock resulting
from any other merger, consolidation, sale of assets, acquisition of property or
stock, recapitalization, reorganization or similar occurrence upon such terms
and conditions as it may deem equitable and appropriate.

                  (e)      In the event that another corporation or business
entity is being acquired by the Company, and the Company assumes outstanding
employee stock options and/or stock appreciation rights and/or the obligation to
make future grants of options, rights or other stock based awards to employees
of the acquired entity, the aggregate number of shares of Stock available for
Awards under this Plan shall be increased accordingly.


                                      -12-
<PAGE>   15


                  15.      Amendment, Modification and Termination. The terms
and conditions applicable to any Award may be amended or modified by mutual
agreement between the Company and the Participant or such other persons as may
then have an interest therein. Also, by mutual agreement between the Company and
a Participant hereunder, under this Plan or under any other present or future
plan of the Company, Awards may be granted to such Participant in substitution
and exchange for, and in cancellation of, any Awards previously granted such
Participant under this Plan, or any other present or future plan of the Company.
The Board of Directors may amend the Plan from time to time or terminate the
Plan at any time. However, no action authorized by this paragraph 15 shall
reduce the amount of any existing Award or change the terms and conditions
thereof without the participant's consent. No amendment of the Plan shall be
made without approval of the stockholders of the Company if such approval is
required by law or regulatory authority.


                  16.      General Provisions.

                  (a)      No Rights to  Awards.  No  Participant  or  employee
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants and employees
uniformly;

                  (b)      No Stockholders Rights. No Award gives the
Participant any of the rights of a shareholder of the Company unless and until
shares of Stock are in fact issued to such person in connection with such Award;

                  (c)      Withholding. The Company or any Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy Federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of this Plan.
With respect to withholding required upon any taxable event under the Plan,
Participants may elect, subject to the Committee's approval, to satisfy the
withholding requirement, in whole or in part, by having the Company or any
Subsidiary withhold shares of Stock having a Fair Market Value on the date of
withholding equal to the amount to be withheld for tax purposes in accordance
with such procedures as the Committee establishes. The Committee may, at the
time any Award is granted, require that any and all applicable tax withholding
requirements be satisfied by the withholding of shares of Stock as set forth
above;

                  (d)      No Right to Employment. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant's employment at any time,
nor confer upon any Participant any right to continue in the employ of the
Company or any Subsidiary;

                  (e)      Unfunded Status of Awards. The Plan is intended to
be an "unfunded" plan for incentive and deferred compensation. With respect to
any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the Company or any
Subsidiary;


                                      -13-
<PAGE>   16


                  (f)      Indemnification. To the extent allowable under
applicable law, each member of the Committee or of the Board shall be
indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action or failure to act under the Plan and against and from any and all
amounts paid by him or her in satisfaction of judgment in such action, suit, or
proceeding against him or her provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company's Articles of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless;

                  (g)      Relationship to Other Benefits. No payment under the
Plan shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary;

                  (h)      Expenses. The expenses of administering the Plan
shall be borne by the Company and its Subsidiaries;

                  (i)      Titles and Headings. The titles and headings of the
paragraphs in the Plan are for convenience of reference only, and in the event
of any conflict, the text of the Plan, rather than such titles or headings,
shall control;

                  (j)      Fractional Shares. No fractional shares of stock
shall be issued and the Committee shall determine, in its discretion, whether
cash shall be given in lieu of fractional shares or whether such fractional
shares shall be eliminated by rounding up;

                  (k)      Securities Law Compliance. With respect to any
person who is, on the relevant date, obligated to file reports under Section 16
of the 1934 Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be void to the extent permitted by law and voidable as deemed advisable
by the Committee;

                  (l)      Government and Other Regulations. The obligation of
the Company to make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The company shall be under no obligation to
register under the Securities Act of 1933, as amended (the "1933 Act"), any of
the shares of Stock paid under the Plan. If the shares paid under the Plan may
in certain circumstances be exempt from registration under the 1933 Act, the
Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption;


                                      -14-
<PAGE>   17


                  (m)      Governing Law. The Plan and all Award Agreements
shall be construed in accordance with and governed by the laws of the State of
Delaware.


                                      -15-