EXHIBIT 10.3
 
 
 
                 TECHNOLOGY SERVICE GROUP, INC.
 
                    1994 Omnibus Stock Plan
          ___________________________________________
 
 
 1. Plan Purpose.  
 
   (a)    This Technology Service Group, Inc. 1994 Omnibus Stock
          Plan (the "Plan") is intended to provide incentives to
            
 
     (i)  the officers and other employees of Technology Service
          Group, Inc. (the "Company"), its parent (if any) and
          any present or future subsidiaries of the Company
          (collectively, "Related Corporations") by providing
          them with opportunities to purchase stock in the
          Company pursuant to options that qualify as "incentive
          stock options" under Section 422 of the Internal
          Revenue Code of 1986, as amended, (the "Code") granted
          hereunder ("ISO" or "ISOs"); 
 
     (ii) the directors, officers, employees and consultants of
          the Company and Related Corporations by providing them
          with opportunities to purchase stock in the Company
          pursuant to options granted hereunder that do not
          qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options");
          and
 
    (iii) the directors, officers, employees and consultants of
          the Company and Related Corporations by providing
          them with opportunities to make direct purchases of
          restricted stock in the Company ("Restricted Stock"). 
           
 
   (b)    Both ISOs and Non-Qualified Options are referred to
          hereafter individually as an "Option" and collectively
          as "Options."  As used herein, the terms "parent" and
          "subsidiary" mean "parent corporation" and "subsidiary
          corporation" as those terms are defined in Section 425
          of the Code.
 
 
 2. Administration of the Plan.
 
   (a)    The Plan shall be administered by the Compensation
          Committee Board of Directors (the "Board") until such
          time as the Board appoints a Stock Plans Committee in
          connection with the Company's initial public offering
          (the "Committee").  In the event the Company registers
          any class of any equity security pursuant to Section 12
          of the Securities Exchange Act of 1934, as amended, each
          member of the Committee shall be a "disinterested
          person" as defined in Rule 16b-3 under that Act. 
          Subject to ratification of the grant of each Option or
          Restricted Stock by the Board (if so required by
          applicable state law), and subject to the terms of the
          Plan, the Committee shall have the authority  
 
     (i)  to determine (subject to the eligibility requirements
          of Paragraph 3) the employees of the Company and
          Related Corporations to whom ISOs may be granted and
          to determine to whom Non-Qualified Options or
          Restricted Stock may be granted; 
 
     (ii) to determine the time or times at which Options or
          Restricted Stock may be granted; 
 
    (iii) to determine the purchase price of Restricted Stock
          and the option price of shares subject to Option,
          which in the case of ISOs shall not be less than the
          minimum specified in Paragraph 6; 
 
     (iv) to determine whether an Option granted shall be an ISO
          or a Non-Qualified Option; 
 
     (v)  to determine the time or times when each Option shall
          become exercisable and (subject to Paragraph 7) the
          duration of the exercise period; 

<PAGE>                                                

     (vi) to determine whether restrictions such as repurchase
          rights are to be imposed on shares subject to Options
          and to Restricted Stock, and the nature of such
          restrictions, if any; and 
 
    (vii) to interpret the Plan and prescribe and rescind rules
          and regulations relating to it.  

  (b)     If the Committee determines to issue a Non-Qualified
          Option, it shall take whatever actions it deems
          necessary under Section 422 of the Code and the
          regulations promulgated thereunder to ensure that such
          Option is not treated as an ISO.  
 
  (c)     The Committee may from time to time adopt such rules and
          regulations for carrying out the Plan as it may deem
          best.  The interpretation and construction by the
          Committee of any provisions of the Plan or of any Option
          or authorization or agreement for Restricted Stock shall
          be final unless otherwise determined by the Board.  
 
  (d)     The Committee may select one of its members as its
          chairman, and shall hold meetings at such times and
          places as it may determine.  Any act taken by a majority
          of the members of the Committee whether in person, by
          conference telephone call, or by written consent shall
          be the valid act of the Committee.  
 
  (e)     From time to time the Board may increase the size of the
          Committee and appoint additional members thereof, remove
          members (with or without cause) and appoint new members
          in substitution therefor, fill vacancies however caused,
          or remove all members of the Committee and thereafter
          directly administer the Plan.  All references in the
          Plan to the Committee shall mean the Board if there is
          no Committee.
 
  (f)     No member of the Board or the Committee shall be liable
          for any action or determination made in good faith with
          respect to the Plan or any Option or Restricted Stock
          grant.
 
 
 3. Eligibility.
 
  (a)     ISOs may be granted to any officer or other employee of
          the Company or any Related Corporation.  Those directors
          of the Company who are not employees may not be granted
          ISOs under the Plan.  
 
  (b)     Non-Qualified Options and Restricted Stock may be
          granted to any director (whether or not an employee),
          officer, employee or consultant of the Company or any
          Related Corporation. 
 
  (c)     The Committee may take into consideration an optionee's
          individual circumstances in determining whether to grant
          an ISO, a Non-Qualified Option or Restricted Stock.  
 
  (d)     Granting of any Option or Restricted Stock to any
          individual or entity shall neither entitle that
          individual or entity to, nor disqualify him from,
          participation in any other grant of Options or
          Restricted Stock.
 
  (e)     Subject to adjustment as provided in Paragraph 13,
          below, the maximum number of shares with respect to
          which options may be granted during the term of the Plan
          to any one employee under the Plan shall not exceed
          300,000 shares of common stock.
 
 
 4.  Stock.  The stock subject to Options and Restricted Stock
     shall be authorized but unissued shares of Common Stock of
     the Company, par value $.01 per share, (the "Common Stock")
     or shares of Common Stock re-acquired by the Company in any
     manner.  The aggregate number of shares that may be issued
     pursuant to the Plan is 635,000, subject to adjustment as

                                      2

<PAGE>

     provided in Paragraph 13.  Any such shares may be issued as
     ISOs, Non-Qualified Options or Restricted Stock so long as
     the aggregate number of shares issued does not exceed such
     number, as so adjusted.  If any Option granted under the
     Plan shall expire or terminate for any reason without
     having been exercised in full or shall cease for any reason
     to be exercisable in whole or in part, or if any Restricted
     Stock shall be forfeited or shall be reacquired by the
     Company by exercise of its repurchase right, the shares
     subject to such expired or terminated Option and the
     forfeited or reacquired shares of Restricted Stock shall
     again be available for grants of Options or Restricted
     Stock under the Plan.
 
 
 5.  Grants Under the Plan.  Options or Restricted Stock may be
     granted under the Plan at any time on or after the Adoption
     Date and on or before the Expiration Date (as those terms
     are defined in Paragraph 17).  Any grants of ISOs shall be
     subject to the receipt within 12 months of the Adoption
     Date of the approval of stockholders as provided in
     Paragraph 17(c).  The date of grant of an Option under the
     Plan will be the date specified by the Committee at the
     time it awards the Option; provided, however, that such
     date shall not be prior to the date of award.  The
     Committee shall have the right, with the consent of the
     optionee, to convert an ISO granted under the Plan to a
     Non-Qualified Option pursuant to Paragraph 15.
 
 
 6.  Minimum Option Price and ISO Limitations.
 
  (a)     The price per share specified in the agreement relating
          to each ISO granted under the Plan shall not be less
          than the fair market value per share of Common Stock on
          the date of grant.

  (b)     In the case of an ISO granted to an employee owning
          stock possessing more than 10% of the total combined
          voting power of all classes of stock of the Company or
          any Related Corporation, the price per share specified
          in the option agreement shall not be less than 110% of
          the fair market value of Common Stock on the date of
          grant.
  
  (c)     The fair market value determined as of the grant date of
          Common Stock first exercisable by an ISO optionee in a
          given calendar year under all his ISOs (granted under
          all stock option plans of the Company and any Related
          Corporation) shall not exceed $100,000.
  
  (d)     If at the time an Option is granted under the Plan, the
          Company's Common Stock is publicly traded, "fair market
          value" shall be determined as of the last business day
          for which the prices or quotes referred to below are
          available prior to the date such Option is granted and
          shall mean - 
 
    (i)   the closing price on that day of the Common Stock if
          such stock is then traded on a national securities
          exchange; or 
 
    (ii)  the last reported sale price on that day of the Common
          Stock if the Common Stock is traded through the NASDAQ
          National Market System or the Small Cap Market; or 
 
    (iii) the closing bid price (or average of closing bid
          prices) last quoted on that day by an established
          quotation service for over-the-counter securities, if
          the Common Stock is not reported on a national
          securities exchange or on the NASDAQ National Market
          System or Small Cap Market. 
 
  (e)     However, if the Common Stock is not publicly traded at
          the time an Option is granted under the Plan, "fair
          market value" shall be deemed to be the fair value of
          the Common Stock as determined by the Committee after

                                      3

<PAGE>

          taking into consideration all factors that it deems
          appropriate, including, but without limitation thereto,
          recent sale and offer prices of the Common Stock in
          private transactions negotiated at arm's length.
 
 
 7.  Option Duration.  Subject to earlier termination as
     provided in Paragraphs 9 and 10, each Option shall expire
     on the date specified by the Committee, but not more than
     10 years from the date of grant.  In the case of ISOs
     granted to an employee owning stock possessing more than
     10% of the total combined voting power of all classes of
     stock of the Company or any Related Corporation, each such
     ISO shall expire not more than 5 years from date of grant. 
     Subject to earlier termination as provided in Paragraphs 9
     and 10, the term of each ISO shall be the term set forth in
     the option agreement.
 
 
 8.  Exercise of an Option.  Subject to the provisions of
     Paragraphs 9 through 12, each Option granted under the Plan
     shall be exercisable as follows:
  
  (a)     The Option shall either be fully exercisable on the date
          of grant or shall become exercisable thereafter in such
          installments as the Committee may specify.
  
  (b)     Once an installment becomes exercisable, it shall remain
          exercisable until expiration or termination of the
          Option, unless otherwise specified by the Committee.
 
  (c)     Each Option or installment thereof that becomes
          exercisable may be exercised at any time or from time to
          time, in whole or in part thereafter until the Option
          terminates. 
 
  (d)     The Committee shall have the right to accelerate the
          date of exercise of any installment, except that the
          Committee shall not accelerate the exercise date of any
          installment of any Option granted to an employee as an
          ISO (and not previously converted into a Non-Qualified
          Option pursuant to Paragraph 15) if such acceleration
          would violate the annual vesting limitation contained in
          Section 422(d) of the Code, and the provisions of
          Paragraph 6(b).
 
 
 9. Termination of Employment. 
 
  (a)     By Reason of Death.  If an ISO optionee ceases to be
          employed by the Company and all Related Corporations by
          reason of his death, any ISO of his may be exercised, to
          the extent of the number of shares with respect to which
          he could have exercised it on the date of his death, by
          his estate, personal representative or beneficiary who
          has acquired the ISO by will or by the laws of descent
          and distribution, at any time prior to the earlier of
          the ISO's specified expiration date or 180 days from the
          date of the optionee's death.  
 
  (b)     By Reason of Disability.  If an ISO optionee ceases to
          be employed by the Company and all Related Corporations
          by reason of his disability, he shall have the right to
          exercise any ISO held by him on the date of termination
          of employment to the extent of the number of shares with
          respect to which he could have exercised it on that
          date, at any time prior to the earlier of the ISO's
          specified expiration date or 180 days from the date of
          the termination of the optionee's employment.  For
          purposes of the Plan, the term "disability" shall have
          the meaning assigned to it in Section 22(e)(3) of the
          Code or any successor statute.
 
  (c)     For Any Other Reasons.  
 
    (i)   If an ISO optionee ceases to be employed by the
          Company or any Related Corporation other than by
          reason of his death or disability, no further
          installments of his then outstanding ISOs shall become
          exercisable, and his ISOs shall terminate on the

                                      4

<PAGE>

          earlier to occur of (a) the expiration of 60 days from
          the date of the termination of his employment, or (b)
          his ISOs' specified expiration dates, unless the
          Committee shall convert his ISOs into Non-Qualified
          Options pursuant to Paragraph 15 and shall agree to
          the continuation of his Options in such respect as it
          shall determine in its discretion.
 
         (1)   Leave of absence with the written approval of the
               Committee shall not be considered an interruption of
               employment under the Plan if such written approval
               contractually obligates the Company or any Related
               Corporation to continue the employment of the employee after
               the approved period of absence. 
                                        
         (2)   Employment shall also be considered as continuing
               uninterrupted during any other bona fide leave of absence (such
               as those attributable to illness, military obligations or
               governmental service) provided that the period of such leave
               does not exceed 90 days or, if longer, any period during which
               such optionee's right to re-employment is guaranteed by statute.
 
  (d)     Nothing in the Plan shall be deemed to give any grantee
          of any Option or Restricted Stock the right to be
          retained in employment or other service by the Company
          or any Related Corporation for any period of time. 
          Options granted under the Plan shall not be affected by
          any change of employment within or among the Company and
          Related Corporations, so long as the optionee continues
          to be an employee of the Company or any Related
          Corporation.  
 
  (e)     In the case of holders of Non-Qualified Options, the
          foregoing termination and cancellation provisions shall
          also apply unless specifically otherwise provided in the
          option agreement pursuant to which the Option was
          granted or by a subsequent determination of the
          Committee.
 
 
 10.      Dissolution of an Entity That is an Optionee.  If a
          partnership, corporation or other entity holds a Non-Qualified
          Option and such entity is dissolved, liquidated,
          becomes insolvent or enters into a merger or acquisition
          with respect to which such optionee is not the surviving
          entity, such Option shall terminate immediately upon the
          occurrence of such event.
 
 
 11.      Assignability.  No Option shall be assignable or
          transferable by the optionee except by will or by the laws
          of descent and distribution.  During the lifetime of the
          Optionee each Option shall be exercisable only by him.
 
 
 12.      Terms and Conditions of Options.
 
  (a)     Options shall be evidenced by option agreements (which
          need not be identical) in such form as the Committee may
          from time to time approve.  The agreements shall conform
          to the terms and conditions set forth in Paragraphs 6
          through 11 hereof, but may contain such other provisions
          as the Committee deems advisable that are not
          inconsistent with the Plan, including transfer and
          repurchase restrictions applicable to shares of Common
          Stock issuable upon exercise of Options.  The Committee
          may from time to time confer authority and
          responsibility on one or more of its own members and/or
          one or more officers of the Company to execute and
          deliver such agreements.  The appropriate officers of
          the Company are authorized and directed to take any and
          all action necessary or advisable from time to time to
          carry out the terms of such instruments.

                                      5

<PAGE>

  (b)     Each employee who receives an ISO shall by signing the
          option agreement relating to such ISO automatically
          thereby agree to notify the Company in writing
          immediately after the employee makes a disqualifying
          disposition of any Common Stock received pursuant to the
          exercise of an ISO (a "Disqualifying Disposition"). 
          Disqualifying Disposition means any disposition
          (including any sale) of such stock before the expiration
          of (a) two years after the grant date of the ISO under
          which such stock was acquired, or (b) one year after the
          optionee acquired such stock by exercising such ISO,
          whichever period expires later.  If the optionee dies
          before such stock is sold, the holding period
          requirements no longer apply and thereafter, no
          Disqualifying Disposition can occur.
 
 
 13.      Adjustments.  Upon the happening of any of the following
          described events, an optionee's rights with respect to his
          Options shall be adjusted as hereinafter provided:
 
  (a)     If shares of Common Stock shall be sub-divided or
          combined into a greater or smaller number of shares, or
          if upon a merger, consolidation, reorganization, split-up,
          liquidation, combination, recapitalization or the
          like of the Company, the shares of Common Stock shall be
          exchanged for other securities of the Company or of
          another corporation, each optionee shall be entitled
          (subject to the conditions herein stated) to purchase
          such number of shares of common stock or of other
          securities of the Company or of such other corporation
          as were exchangeable for the number of shares of Common
          Stock that such optionee would have been entitled to
          purchase except for such action, and appropriate
          adjustments shall be made in the purchase price per
          share to reflect such subdivision, combination, or
          exchange.
 
  (b)     In the event the Company shall issue any of its shares
          as a stock dividend upon or with respect to the shares
          of stock of the class that shall at the time be subject
          to an Option hereunder, each optionee upon exercising an
          Option shall be entitled to receive (for the purchase
          price paid upon such exercise) the shares as to which he
          is exercising his Option and, in addition thereto (at no
          additional cost), such number of shares of the class or
          classes in which such stock dividend or dividends were
          declared or paid, and such amount of cash in lieu of
          fractional shares, as he would have received if he had
          been the holder of the shares as to which he is
          exercising his Option at all times between the date of
          grant of such Option and the date of its exercise.
 
  (c)     Notwithstanding the foregoing, any adjustments made
          pursuant to subparagraph 13(a) or (b) shall be made only
          after the Committee, having consulted with counsel for
          the Company, determines whether such adjustments with
          respect to ISOs will constitute a "modification" of such
          ISOs as that term is defined in Section 425 of the Code,
          or will cause any adverse tax consequences for the
          holders of such ISOs.  No adjustments of any kind shall
          be made for dividends paid in cash or in property other
          than securities of the Company.
 
  (d)     No fractional shares shall be issued under the Plan. 
          Any fractional share that, but for this subparagraph
          13(d), would have been issued to an optionee pursuant to
          an Option shall be deemed to have been issued and
          immediately sold to the Company for its fair market
          value, and the optionee shall receive from the Company
          cash in lieu of such fractional share.
 
  (e)     Upon the happening of any of the events described in
          subparagraphs 13(a) or (b), above, the class and
          aggregate number of shares set forth in Paragraph 4
          hereof that are subject to Options that previously were
          or subsequently may be granted under the Plan shall also
          be appropriately adjusted to reflect the events
          specified in such subparagraphs.  The Committee shall

                                      6

<PAGE>

          determine the specific adjustments to be made under this
          Paragraph 13, and subject to Paragraph 2, its
          determination shall be conclusive.
 
  (f)     Unless the approval of stockholders is not obtained
          within the time period set forth in Paragraph 17(a), no
          action of the Board or stockholders may alter or impair
          the rights of an optionee or purchaser of Restricted
          Stock without his consent under any Option or Restricted
          Stock previously granted to him.
 
 
 14.      Means of Exercising Options.  
 
  (a)     An Option (or any part or installment thereof) shall be
          exercised by giving written notice to the Company at its
          principal office address.  The notice shall identify the
          Option being exercised and specify the number of shares
          being exercised, and shall be accompanied by full
          payment of the purchase price therefor either  
 
    (i)   in United States dollars in cash or by check; 
 
    (ii)  at the discretion of the Committee, through the
          delivery of shares of Common Stock having a fair
          market value equal as of the date of the exercise to
          the cash exercise price of the Option;
 
    (iii)  at the discretion of the Committee, by delivery of
           the optionee's personal recourse note bearing
           interest payable not less frequently than annually at
           no less than 100% of the lowest applicable Federal
           rate, as defined in Section 1274(d) of the Code; or 
 
    (iv)  at the discretion of the Committee, by any combination
          of (i), (ii) and (iii) above.  
 
  (b)     If the Committee exercises its discretion to permit
          payment of the exercise price of an ISO by means of the
          methods set forth in clauses (ii) or (iii) above, such
          discretion shall be exercised in writing at the time of
          the grant of the ISO in question.  
 
  (c)     The holder of an Option shall not have the rights of a
          shareholder with respect to the shares covered by his
          Option until the date of issuance of a stock certificate
          to him for such shares.  Except as expressly provided
          above in Paragraph 13 with respect to a change in
          capitalization and stock dividends, no adjustment shall
          be made for dividends or similar rights for which the
          record date is before the date such stock certificate is
          issued.
 
 
 15.      Conversion and Termination of ISOs.  At the written request
          or with the written consent of any optionee, the Committee
          may in its discretion take such actions as may be necessary
          to convert such optionee's ISOs (or any installments or
          portions of installments thereof) that have not been
          exercised into Non-Qualified Options at any time prior to
          the expiration of such ISOs, regardless of whether the
          optionee is an employee of the Company or a Related
          Corporation at the time of such conversion.  Such actions
          may include, but shall not be limited to, extending the
          exercise period or reducing the exercise price.  At the
          time of such conversion, the Committee (with the consent of
          the optionee) may impose such conditions on the exercise of
          the resulting Non-Qualified Options as the Committee in its
          discretion may determine, provided that such conditions
          shall not be inconsistent with the Plan.  However, nothing
          in the Plan shall be deemed to give any optionee the right
          to have his ISOs converted into Non-Qualified Options, and
          no such conversion shall occur until and unless the
          Committee takes appropriate action.  The Committee with the
          consent of the optionee may also terminate any portion of
          any ISO that has not been exercised at the time of such
          termination.
 
                                      7

<PAGE>

 16.      Restricted Stock.  Each Grant of Restricted Stock under the
          Plan shall be evidenced by an instrument (a "Restricted
          Stock Agreement") in such form as the Committee shall
          prescribe from time to time in accordance with the Plan and
          shall comply with the following terms and conditions, and
          with such other terms and conditions as the Committee in
          its discretion shall establish:
 
  (a)     The Committee shall determine the number of shares of
          Common Stock to be issued to an eligible person pursuant
          to the grant of Restricted Stock, and the extent, if
          any, to which they shall be issued in exchange for cash,
          other consideration, or both.
 
  (b)     Shares issued pursuant to a grant of Restricted Stock
          may not be sold, assigned, transferred, pledged or
          otherwise disposed of, except by will or the laws of
          descent and distribution, or as otherwise determined by
          the Committee in the Restricted Stock Agreement, for
          such period as the Committee shall determine, from the
          date on which the Restricted Stock is granted (the
          "Restricted Period").  The Company shall have the right
          to repurchase the Common Stock at such price as the
          Committee shall have fixed in the Restricted Stock
          Agreement, which right will be exercisable  
 
    (i)   if the Participant's continuous employment or
          performance of services for the Company and the
          Related Corporations shall terminate prior to the
          expiration of the Restricted Period;
 
    (ii)  if on or prior to the expiration of the Restricted
          Period or the lapse of such repurchase right, the
          Participant has not paid to the Company an amount
          equal to any federal, state, local or foreign income
          or other taxes that the Company determines is required
          to be withheld in respect of such Restricted Stock; or
          
 
    (iii) under such other circumstances as the Committee in
          its discretion shall determine.
 
  (c)     Such repurchase right shall be exercisable on such
          terms, in such manner and during such period as is set
          forth in the Restricted Stock Agreement. 
 
  (d)     Each certificate for shares issued as Restricted Stock
          shall bear an appropriate legend referring to the
          foregoing repurchase right and other restrictions; shall
          be deposited by the stockholder with the Company,
          together with a stock power endorsed in blank; or shall
          be evidenced in such other manner permitted by
          applicable law as determined by the Committee in its
          discretion.  Any attempt to dispose of any such shares
          in contravention of the foregoing repurchase right and
          other restrictions shall be null, void and without
          effect.  
 
  (e)     If shares issued as Restricted Stock shall be
          repurchased pursuant to a repurchase right, and if the
          stock certificates representing such shares were not
          retained by the Company, the stockholder, or in the
          event of his death, his personal representative, shall
          forthwith deliver to the Secretary of the Company such
          certificates, accompanied by such instrument of
          transfer, if any, as may reasonably be required by the
          Secretary of the Company.  
 
  (f)     If the repurchase right described above is not exercised
          by the Company before it lapses, such repurchase right
          and the restrictions shall terminate and be of no
          further force and effect.
 
  (g)     If a person who has been in continuous employment or
          performance of services for the Company or a Related
          Corporation since the date on which Restricted Stock was
          granted to him shall, while in such employment or
          performance of services, die, or terminate his
          employment or performance of services by reason of his

                                      8

<PAGE>

          disability or early, normal or deferred retirement under
          an approved retirement program of the Company or a
          Related Corporation (or such other plan or arrangement
          as may be approved for this purpose by the Committee in
          its discretion) and if any of such events shall occur
          after the date on which the Restricted Stock was granted
          to him and prior to the end of the Restricted Period,
          the Committee may cancel the repurchase right (and any
          and all other restrictions) on any or all of the shares
          of Restricted Stock.
 
 
 17.      Term, Termination and Amendment of the Plan.  
 
  (a)     The Plan was adopted by the Board on November 1, 1994
          (the "Adoption Date") subject to the approval of the
          Plan by the holders of a majority of the outstanding
          voting stock of the Company within 12 months of the
          Adoption Date.  
 
  (b)     The Plan shall expire on the tenth anniversary of the
          Adoption Date (the "Plan Expiration Date") (except as to
          Options and Restricted Stock outstanding on that date). 
          
 
  (c)     Subject to the provisions of Paragraph 5, above, Options
          and Restricted Stock may be granted under the Plan by
          the Committee, prior to the date of stockholder approval
          of the Plan.  If the approval of stockholders is not
          obtained by within 12 months of the Adoption Date, any
          grants of Options or Restricted Stock under the Plan
          made prior to that date shall be rescinded. 
 
  (d)     The Board may terminate or amend the Plan in any respect
          at any time, except that the following amendments shall
          be null and void if not approved by stockholders within
          12 months of the adoption thereof by the Board:
 
    (i)   any increases the total number of shares that may be
          issued under the Plan (except by adjustment pursuant
          to Paragraph 13); 
 
    (ii)  any changes in the class of persons eligible to
          participate in the Plan; or 
 
    (iii)  any material increase in the benefits to participants
           under the Plan.
 
 
 18.      Application of Funds.  The proceeds received by the Company
          from the sale of shares pursuant to Options and Restricted
          Stock shall be used for general corporate purposes.  
 
 
 19.      Governmental Regulation.  The Company's obligation to sell
          and deliver shares of Common Stock under the Plan is
          subject to any governmental approval required in connection
          with the authorization, issuance or sale of such shares.
 
 
 20.      Withholding of Additional Income Taxes.  In accordance with
          the Code, upon (a) the exercise of a Non-Qualified Option;
          (b) the purchase of Common Stock for less than its fair
          market value; (c) the lapse of restrictions on Restricted
          Stock; or (d) the making of a Disqualifying Disposition (as
          defined in Paragraph 12(b)), the Company may require the
          employee to pay additional withholding taxes in respect of
          the amount that is considered compensation includible in
          such person's gross income.
 
 
 21.      Governing Law and Construction of the Plan.  The validity
          and construction of the Plan and the instruments evidencing
          Options and Restricted Stock shall be governed by the laws
          of the State of Delaware.  In construing the Plan, the
          singular shall include the plural and the masculine gender
          shall include the feminine and neuter, unless the context
          otherwise requires.
 
                      ___________________
 
                                      9

<PAGE>
 
     Adopted by the Board of Directors on November 1, 1994
 
     Approved by the Shareholders on November 2, 1994
 
     Amended by the Board of Directors on May 10, 1995 with the
           Approval of Stockholders on December 26, 1995
 

                                      10