EXHIBIT 10.10

                          AMENDED AS OF OCTOBER, 1996

                        AMENDMENT AND RESTATEMENT OF THE
                        EQUITY CORPORATION INTERNATIONAL
                         1994 LONG-TERM INCENTIVE PLAN

September 19, 1995

SECTION 1.  PURPOSE

The purposes of the Equity Corporation International 1994 Long-Term Incentive
Plan (the "Plan") are to promote the interests of the Company and its
shareholders by (i) attracting and retaining executive personnel and other key
employees of outstanding ability; (ii) motivating executive personnel and other
key employees, by means of performance-related incentives, to achieve
longer-range performance goals; and (iii) enabling such employees to participate
in the long-term growth and financial success of the Company.

SECTION 2.  DEFINITIONS

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

"Affiliate" shall mean any company or other entity which is not a Subsidiary but
as to which the Company possesses a direct or indirect ownership interest and
has representation on the board of directors or any similar governing body.

"Award" shall mean a grant or award under Sections 6 through 10, inclusive, of
the Plan, as evidenced in a written document delivered to a Participant as
provided in Section 11(b).

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

"Change in Control" shall be deemed to have occurred if (i) any person(s) (as
such term is used in Sections 13(d) and 14(d)2 of the Act) or parties other than
the current stockholders of the Company as of the date the Plan is approved
becomes the beneficial owner (as defined in Rule 13d-3 under the Act), directly
or indirectly, of securities of the Company representing 25% or more of the
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combined voting power of the Company's then outstanding securities, or (ii) the
stockholders of the Company approve a merger, consolidation, sale or disposition
of all or substantially all of the Company's assets or plan of liquidation.

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

"Committee" shall mean such committee of the Board of Directors as is designated
by the Board of Directors to administer the Plan. None of the members of the
Committee can be a former officer of the Company or a former employee receiving
deferred compensation.

"Common Stock" or "Stock" shall mean the Common Stock, par value $0.01 per
share, of the Company.

"Company" shall mean Equity Corporation International, a Delaware corporation.

"Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive amounts due the
Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean the
Participant's estate.

"Employee" shall mean any employee of any Employer.

"Employer" shall mean the Company and any Subsidiary or Affiliate.

"Fair Market Value" shall mean, with respect to the closing price of a share of
Stock quoted on the New York Stock Exchange Composite Tape, or if the Stock is
not listed on the New York Stock Exchange, on the principal United States
securities exchange registered under the Act on which such stock is listed, or
if the Stock is not listed on any such stock exchange, the last sale price, or
if none is reported, the highest closing bid quotation on the National
Association of Securities Dealers, Inc., Automated Quotations System or any
successor system then in use on the date of grant, or if none are available on
such day, on the next preceding day for which are available, of if no such
quotations are available, the fair market value on the date of grant of a share
of Stock as determined in good faith by the Board of Directors; provided,
however, with respect to any initial Award granted as of the effective date of
the initial public offering ("IPO") of the Stock, Fair Market 

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Value shall mean the IPO offering price per share of Stock. In the event the
Stock is not publicly traded at the time a determination of its fair market
value is required to be made hereunder, the determination of fair market value
is required to be made hereunder, the determination of fair market value shall
be made in good faith by the Committee.

"Fiscal Year" shall mean the fiscal year of the Company.

"Incentive Stock Option" shall mean a stock option granted under Section 6 which
is intended to meet the requirements of Section 422 of the Code or any successor
provision thereto.

"Non-Employee Director" shall mean a member of the Board of Directors who is not
otherwise employed by the Company or a Subsidiary.

"Nonqualified Stock Option" shall mean a stock option granted under Section 6
which is not intended to be an Incentive Stock Option.

"Option" shall mean an Incentive Stock Option or a Nonqualified Stock Option.

"Participant" shall mean an individual who (i) is selected by the Committee to
receive an Award under the Plan or (ii) is entitled pursuant to the provisions
of Section 6(a)(2) to receive a Nonqualified Stock Option under the Plan.

"Payment Value" shall mean the dollar amount assigned to a Performance Share
which shall be equal to the Fair Market Value of the Common Stock on the day of
the Committee's determination under Section 8(c)(1) with respect to the
applicable Performance Cycle.

"Performance Cycle" or "Cycle" shall mean the period selected by the Committee
during which the performance is measured for the purpose of determining the
extent to which an award of Performance Shares has been earned.

"Performance Goals" shall mean the objectives established by the Committee for a
Performance Cycle, for the purposes of determining the extent to which
Performance Shares which have been contingently awarded for such Cycle are
earned.

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"Performance Share" shall mean an award granted pursuant to Section 8 of the
Plan expressed as a share of Common Stock.

"Restricted Period" shall mean the period selected by the Committee during which
a grant of Restricted Stock or Restricted Stock Units may be forfeited to the
Company.

"Restricted Stock" shall mean shares of Common Stock contingently granted to a
Participant under Section 9 of the Plan.

"Restricted Stock Unit" shall mean a fixed or variable dollar denominated unit
contingently awarded under Section 9 of the Plan.

"Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Act, or any successor rule or regulations thereto as in
effect from time to time.

"Stock Appreciation Right" shall mean a right granted under Section 7.

"Stock Unit Award" shall mean an award of Common Stock or units granted under
Section 10.

"Subsidiary" shall mean any business entity in which the Company possesses
directly or indirectly fifty percent (50%) or more of the total combined voting
power.

SECTION 3.   ADMINISTRATION

The Plan shall be administered by the Committee, which Committee shall consist
of at least two members. All members of the Committee shall be "disinterested
persons" within the meaning of Rule 16b-3 and "outside directors", as defined in
Section 162(m) of the Code and regulations promulgated thereunder. A majority of
the Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the terms of the Plan and applicable
law, the Committee shall have sole and complete authority to adopt, alter and
repeal such administrative rules, guidelines and practices 

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governing the operation of the Plan as it shall from time to time deem
advisable, and to interpret the terms and provisions of the Plan. The Committee
may delegate to one or more executive officers of the Company the power to make
Awards to Participants who are not subject to Section 16 of the Act provided the
Committee shall fix the maximum amount of such Awards for the group and a
maximum for any one Participant. The Committee's decisions shall be binding upon
all persons, including the Company, its stockholders, Employers, Employees,
Participants and Designated Beneficiaries.

SECTION 4.  ELIGIBILITY

All employees, directors and non-employee consultants and advisors of the
Company who, in the opinion of the Committee, have the capacity for contributing
in a substantial measure to the successful performance of the Company are
eligible to be Participants in the Plan.

SECTION 5.  MAXIMUM AMOUNT AVAILABLE FOR AWARDS

(a)   The maximum number of shares of Stock in respect of which Awards may be
      made under the Plan shall be a total of 1,950,000 shares of Common Stock.
      Also, no Participant may receive Awards that in aggregate equal more than
      35% of all shares authorized for grant under this Plan. Shares of Common
      Stock may be made available from the authorized but unissued shares of the
      Company or from shares reacquired by the Company, including shares
      purchased in the open market. In the event that (i) an Option or Stock
      Appreciation Right is settled for cash or expires or is terminated
      unexercised as to any shares of Common Stock covered thereby, or (ii) any
      Award in respect of shares is canceled or forfeited for any reason under
      the Plan without the delivery of shares of Common Stock, such shares shall
      thereafter be again available for award pursuant to the Plan.

(b)   In the event that the Committee shall determine that any stock dividend,
      extraordinary cash dividend, recapitalization, reorganization, merger,
      consolidation, split-up, spin-off, combination, exchange of shares,
      warrants or rights offering to purchase Common Stock as a price
      substantially below fair market value, or other similar corporate event
      affects the Common Stock such that an adjustment is required in order to
      preserve the benefits or potential benefits intended to be made available

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      under this Plan, then the Committee shall, in its sole discretion, and in
      such manner as the Committee may deem equitable, adjust any or all of (1)
      the number and kind of shares which thereafter may be awarded or optioned
      and sold or made the subject of Stock Appreciation Rights under the Plan,
      (2) the number and kind of shares subject to Options and other Awards, and
      (3) the grant, exercise or conversion price with respect to any of the
      foregoing and/or, if deemed appropriate, make provision for cash payment
      to a Participant or a person who has an outstanding Option or other Award;
      provided, however, that the number of shares subject to any Option or
      other Award shall always be a whole number.

SECTION 6.  STOCK OPTIONS

(a)   Grant.

      (1)   Subject to the provisions of the Plan, the Committee shall have sole
            and complete authority to determine the Participants to whom Options
            shall be granted, the number of shares to be covered by each Option,
            the option price therefor and the conditions and limitations
            applicable to the exercise of the Option. The Committee shall have
            the authority to grant Incentive Stock Options, or to grant
            Nonqualified Stock Options, or to grant both types of options. In
            the case of Incentive Stock Options, the terms and conditions of
            such grants shall be subject to and comply with such rules as may be
            prescribed by Section 422 of the Code, as from time to time amended,
            and any implementing regulations.

      (2)   Non-Employee Directors shall automatically receive Nonqualified
            Stock Options to purchase Common Stock without the exercise of the
            discretion of any person or persons as set forth herein. Upon
            commencement of service, a Non-Employee Director will receive a
            Nonqualified Stock Option to purchase 3,750 shares of Common Stock
            (22,500 shares for those Non-Employee Directors who serve in such
            capacities upon the effective date of this Plan). In addition, each
            Non- Employee Director who is in office immediately after each
            annual meeting of the Company's stockholders held during the term of
            the Plan and who is not then entitled to receive an Option 

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            pursuant to the foregoing sentence due to commencement of service
            will receive, as of the date of such meeting, Nonqualified Stock
            Options to purchase an additional 3,750 shares of Common Stock.
            Options granted to Non-Employee Directors will become exercisable in
            one-third (1/3) increments on each of the first three anniversaries
            of the date of grant.

(b)   Option Price.

      The Committee shall establish the option price at the time each Option is
      granted, which price shall not be less than 100% of the Fair Market Value
      of the Common Stock on the date of grant, except that, the option price
      for any option described in Section 6(a)(2) shall be equal to 100% of the
      Fair Market Value of the Common Stock on the date of grant.

(c)   Exercise.

      (1)   Each Option shall be exercisable at such times and subject to such
            terms and conditions as the Committee may, in its sole discretion,
            specify in the applicable Award or thereafter or as otherwise
            provided in this Plan; provided, however, that in no event may any
            Option granted hereunder be exercisable after the expiration of ten
            years from the date of such grant. The Committee may impose such
            conditions with respect to the exercise of Options, including
            without limitation, any relating to the application of federal or
            state securities laws, as it may deem necessary or advisable.

      (2)   No shares shall be delivered pursuant to any exercise of an Option
            until payment in full of the option price therefor is received by
            the Company. Such payment may be made in cash, or its equivalent,
            or, if and to the extent permitted by the Committee, by exchanging
            shares of Common Stock owned by the optionee (which are not the
            subject of any pledge or other security interest), or by a
            combination of the foregoing, provided that the combined value of
            all cash and cash equivalents and the Fair Market Value of any such
            Common Stock so tendered to the Company, valued as of the date of
            such tender, is at least equal to such option price.

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SECTION 7.  STOCK APPRECIATION RIGHTS

(a)   The Committee may, with sole and complete authority, grant Stock
      Appreciation Rights in tandem with an Option, in addition to an Option, or
      freestanding and unrelated to an Option. Stock Appreciation Rights granted
      in tandem with or in addition to an Option may be granted either at the
      same time as the Option or at a later time. Stock Appreciation Rights
      shall not be exercisable earlier than six months after grant, shall not be
      exercisable after the expiration of ten years from the date of grant and
      shall have an exercise price of not less than 100% of the Fair Market
      Value of the Common Stock on the date of grant.

(b)   A Stock Appreciation Right shall entitle the Participant to receive from
      the Company an amount equal to the excess of the Fair Market Value or
      other specified valuation of a share of Common Stock on the exercise of
      the Stock Appreciation Right over the grant price thereof, provided that
      the Committee may for administrative convenience determine that, for any
      Stock Appreciation Right which is not related to an Incentive Stock Option
      which Stock Appreciation Right can only be exercised during limited
      periods of time in order to satisfy the conditions of certain rules of the
      Securities and Exchange Commission, the exercise of any Stock Appreciation
      Right for cash during such limited period shall be deemed to occur for all
      purposes hereunder on the day during such limited period on which the Fair
      Market Value of the Stock is the highest. Any such determination by the
      Committee may be changed by the Committee from time to time and may govern
      the exercise of Stock Appreciation Rights granted prior to such
      determination as well as Stock Appreciation Rights thereafter granted. The
      Committee shall determine upon the exercise of a Stock Appreciation Right
      whether such Stock Appreciation Right shall be settled in cash, shares of
      Common Stock, Stock Options, or a combination thereof.

(c)   A Limited Stock Appreciation Right related to an Option which can only be
      exercised during limited periods following a Change in Control of the
      Company, may entitle the Participant to receive an amount based upon the
      highest price paid or offered for Common Stock in any transaction relating
      to the Change in Control or paid during the thirty-day period immediately
      preceding the occurrence of the 

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      Change in Control in any transaction reported on any securities exchange
      or transaction reporting system upon which the Common Stock is then
      listed.

SECTION 8.  PERFORMANCE SHARES

(a)   The Committee shall have sole and complete authority to determine the
      Participants who shall receive Performance Shares and the number of such
      shares for each Performance cycle, and to determine the duration of each
      Performance Cycle and the value of each Performance Share. There may be
      more than one Performance Cycle in existence at any one time, and the
      duration of Performance Cycles may differ from each other.

(b)   The Committee shall establish Performance Goals for each Cycle on the
      basis of such criteria and to accomplish such objectives as the Committee
      may from time to time select. During any Cycle, the Committee may adjust
      the Performance Goals for such Cycle as it deems equitable in recognition
      of unusual or non-recurring events affecting the Company, changes in
      applicable tax laws or accounting principles, or such other factors as the
      Committee may determine.

(c)     (1) As soon as practicable after the end of a Performance Cycle, the
            Committee shall determine the number of Performance Shares which
            have been earned on the basis of performance in relation to the
            established Performance Goals.

      (2)   Payment Values of earned Performance Shares shall be distributed to
            the Participant or, if the Participant has died, to the
            Participant's Designated Beneficiary, as soon as practicable after
            the expiration of the Performance Cycle and the Committee's
            determination under paragraph (1), above. The Committee shall
            determine whether Payment Values are to be distributed in the form
            of cash or shares of Common Stock.

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SECTION 9.  RESTRICTED STOCK AND RESTRICTED STOCK UNITS

(a)   Subject to the provisions of the Plan, the Committee shall have sole and
      complete authority to determine the Participants to whom shares of
      Restricted Stock and Restricted Stock Units shall be granted, the number
      of shares of Restricted Stock and the number of Restricted Stock Units to
      be granted to each Participant, the duration of the Restricted Period
      during which, and the conditions under which, the Restricted Stock and
      Restricted Stock Units may be forfeited to the Company, and the other
      terms and conditions of such awards. The Restricted Period may be
      shortened, lengthened or waived by the Committee at any time in its
      discretion with respect to one or more Participants or Awards outstanding.

(b)   Shares of Restricted Stock and Restricted Stock Units may not be sold,
      assigned, transferred, pledged or otherwise encumbered, except as herein
      provided, during the Restricted Period. Certificates issued in respect of
      shares of Restricted Stock shall be registered in the name of the
      Participant and deposited by such Participant, together with a stock power
      endorsed in blank, with the Company. At the expiration of the Restricted
      Period, the Company shall deliver such certificates to the Participant or
      the Participant's legal representative. Payment for Restricted Stock Units
      shall be made to the Company in cash/or shares of Common Stock, as
      determined at the sole discretion of the Committee.

SECTION 10.  OTHER STOCK BASED AWARDS

(a)   In addition to granting Option, Stock Appreciation Rights, Performance
      Shares, Restricted Stock and Restricted Stock Units, the Committee shall
      have authority to grant to Participants Stock Unit Awards which can be in
      the form of Common Stock or units, the value of which is based, in whole
      or in part, on the value of Common Stock. Subject to the provisions of the
      Plan, including Section 11(b) below, Stock Unit Awards shall be subject to
      such terms, restrictions, conditions, vesting requirements and payment
      rules (all of which are sometimes hereinafter collectively referred to as
      "rules") as the Committee may determine in its sole and complete
      discretion at the time of grant. The rules need not be identical for each
      Stock Unit Award.

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(b)   In the sole and complete discretion of the Committee, a Stock Unit Award
      may be granted subject to the following rules:

      (1)   Any shares of Common Stock which are part of a Stock Unit Award may
            not be assigned, sold, transferred, pledged or otherwise encumbered
            prior to the date on which the shares are issued, or, if later, the
            date provided by the Committee at the time of grant of the Stock
            Unit Award.

      (2)   Stock Unit Awards may provide for the payment of cash consideration
            by the person to whom such Award is granted or provide that the
            Award, and any Common Stock to be issued in connection therewith, if
            applicable, shall be delivered without the payment of cash
            consideration, provided that for any Common Stock to be purchased in
            connection with a Stock Unit Award the purchase price shall be at
            least 50% of the Fair Market Value of such Common Stock on the date
            such Award is granted.

      (3)   Stock Unit Awards may relate in whole or in part to certain
            performance criteria established by the Committee at the time of
            grant.

      (4)   Stock Unit Awards may provide for deferred payment schedules and/or
            vesting over a specified period of employment.

      (5)   In such circumstances as the Committee may deem advisable, the
            Committee may waive or otherwise remove, in whole or in part, any
            restriction or limitation to which a Stock Unit Award was made
            subject at the time of grant.

(c)   In the sole and complete discretion of the Committee, an Award, whether
      made as a Stock Unit Award under this Section 10 or as an Award granted
      pursuant to Sections 6 through 9, may provide the Participant with (i)
      dividends or dividend equivalents (payable on a current or deferred basis)
      and (ii) cash payments in lieu of or in addition to an Award.

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SECTION 11.  GENERAL PROVISIONS

(a)   Withholding.

      The Employer shall have the right to deduct from all amounts paid to a
      Participant in cash (whether under this Plan or otherwise) any taxes
      required by law to be withheld in respect of Awards under this Plan. In
      the case of payments of incentive awards in the form of Common Stock, at
      the Committee's discretion the Participant may be required to pay to the
      Employer the amount of any taxes required to be withheld with respect to
      such Common Stock, or, in lieu thereof, the Employer shall have the right
      to retain (or the Participant may be offered the opportunity to elect to
      tender) the number of shares of Common Stock whose Fair Market Value
      equals the amount required to be withheld.

(b)   Awards.

      Each Award hereunder shall be evidenced in writing, delivered to the
      Participant and shall specify the terms and conditions thereof and any
      rules applicable thereto, including but not limited to the effect on such
      Award of the death, retirement or other termination of employment of the
      Participant and the effect thereon, if any, of a Change in Control of the
      Company.

(c)   Nontransferability.

      No Award shall be assignable or transferable except by will or the laws of
      descent and distribution (or, in the case of Restricted Stock, to the
      Company), and no right or interest in any Award of any Participant shall
      be subject to any lien, obligation or liability of the Participant.
      Notwithstanding the above, in the discretion of the Committee, Awards may
      be transferable pursuant to a qualified domestic relations order as
      determined by the Committee. In addition, the Committee may prescribe and
      include in applicable Award agreements other restrictions on transfer.
      Each Award, and each right under any Award, shall be exercisable only by
      the Participant during the Participant's lifetime, or, if permissible
      under applicable law, by the 

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      Participant's guardian or legal representative or by a transferee
      receiving such Award pursuant to a qualified domestic relations order as
      determined by the Committee.

(d)   No Right to Employment.

      No person shall have any claim or right to be granted an Award, and the
      grant of an Award shall not be construed as giving a Participant the right
      to be retained in the employ of the Employer. Further, the Employer
      expressly reserves the right at any time to dismiss a Participant free
      from any liability, or any claim under the Plan, except as provided herein
      or in any agreement entered into with respect to an Award.

(e)   No Rights as Stockholder.

      Subject to the provisions of the applicable Award, no Participant or
      Designated Beneficiary shall have any rights as a stockholder with respect
      to any shares of Common Stock to be distributed under the Plan until he or
      she has become the holder thereof. Notwithstanding the foregoing, in
      connection with each grant of Restricted Stock hereunder, the applicable
      Award shall specify if and to what extent the Participant shall not be
      entitled to the rights of a stockholder in respect of such Restricted
      Stock.

(f)   Construction of the Plan.

      The validity, construction, interpretation, administration and effect of
      the Plan and of its rules and regulations, and rights relating to the
      Plan, to the extent not otherwise governed by the mandatory provisions of
      the Code or the securities laws of the United States, shall be determined
      solely in accordance with the laws of the state of Texas.

(g)   Effective Date.

      The Plan, as amended and restated, shall be effective on September 19,
      1995. No Options or Awards may be granted under the Plan after October 18,
      2004; however, 

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      all previous awards made that have not expired under their original terms
      at the time the Plan expires will remain outstanding.

(h)   Amendment of Plan.

      The Board of Directors may amend, suspend or terminate the Plan or any
      portion thereof at any time, provided that no amendment shall be made
      without stockholder approval if such approval is necessary to comply with
      any tax or regulatory requirement, including for these purposes any
      approval requirement which is a prerequisite for exemptive relief under
      Section 16(b) of the Act and Rule 16b-3; provided, however, that the
      provisions of Section 6(a)(2) of this Plan shall not be amended more
      frequently than once every six months, other than to comport with changes
      in the Code and the Employee Retirement Income Security Act, as amended,
      or the rules thereunder. Notwithstanding anything to the contrary
      contained herein, the Committee may amend the Plan in such manner as may
      be necessary so as to have the Plan conform with local rules and
      regulations.

(i)   Amendment of Award.

      The Committee may amend, modify or terminate any outstanding Award without
      the Participant's consent at any time prior to payment or exercise in any
      manner not inconsistent with the terms of the Plan, including without
      limitation, (I) to change the date or dates of which (A) an Option or
      Stock Appreciation Rights becomes exercisable; (B) a Performance Share is
      deemed earned; (C) Restricted Stock becomes nonforfeitable; or (II) to
      cancel and reissue an Award under such different terms and conditions as
      it determines appropriate.

(j)   Change in Control.

      In order to preserve a Participant's rights under an Award in the event of
      a Change in Control of the Company, the Committee in its discretion may,
      at the time an Award is made or any time thereafter, take one or more of
      the following action: (i) provide for the acceleration of any time period
      relating to the exercise of the Award, (ii) provide for the purchase of
      the Award upon the Participant's request for 

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      an amount of cash or other property that could have been received upon the
      exercise or realization of the Award had the Award been currently
      exercisable or payable, (iii) adjust the terms of the Award in a manner
      determined by the Committee to reflect the Change in Control, (iv) cause
      the Award to be assumed, or new rights substituted therefor, by another
      entity, or (v) make such other provision as the Committee may consider
      equitable and in the best interests of the Company.

(k)   Restrictions.

      No Common Stock or other form of payment shall be issued with respect to
      any Award unless the Company shall be satisfied based on the advice of its
      counsel that such issuance will be in compliance with applicable federal
      and state securities laws. It is the intent of the Company that the Plan
      comply in all respects with Rule 16b-3, that any ambiguities or
      inconsistencies in the construction of the Plan be interpreted to give
      effect to such intention, and that if any provision of the Plan is found
      not to be in compliance with Rule 16b-3, such provision shall be null and
      void to the extent required to permit the Plan to comply with Rule 16b-3.
      Certificates evidencing shares of Common Stock delivered under the Plan
      may be subject to such stop transfer orders and other restrictions as the
      Committee may deem advisable under the rules, regulations and other
      requirements of the Securities and Exchange Commission, any securities
      exchange or transaction reporting system upon which the Common Stock is
      then listed and any applicable federal and state securities law. The
      Committee may cause a legend or legends to be placed upon any such
      certificates to make appropriate reference to such restrictions.

(l)   Unfunded Plan.

      Insofar as its provides for Awards of cash, Common Stock or rights
      thereto, the Plan shall be unfunded. Although bookkeeping accounts may be
      established with respect to Participants who are entitled to cash, Common
      Stock or rights thereto under the Plan, any such accounts shall be used
      merely as a bookkeeping convenience. The Company shall not be required to
      segregate any assets that may at any time be represented by cash, Common
      Stock or rights thereto, nor shall the Plan be construed as providing for
      such segregation, nor shall the Company nor the Board of Directors 

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      nor the Committee be deemed to be a trustee of any cash, Common Stock or
      rights thereto to be granted under the Plan. Any liability or obligations
      of the Company to any Participant with respect to a grant of cash, Common
      Stock or rights thereto under the Plan shall be based solely upon any
      contractual obligations that may be created by the Plan and any Award
      agreement, and no such liability or obligation of the Company shall be
      deemed to be secured by any pledge or other encumbrance on any property of
      the Company. Neither the Company nor the Board of Directors nor the
      Committee shall be required to give any security or bond for the
      performance of any obligation that may be created by the Plan.

(m)   No Fractional Shares.

      No fractional shares shall be issued or delivered pursuant to the Plan or
      any Award, and the Committee shall determine whether cash, other
      securities, or other property shall be paid or transferred in lieu of any
      fractional shares or whether such fractional shares or any rights thereto
      shall be cancelled, terminated, or otherwise eliminated.