NATIONAL RV HOLDINGS INC
1999 EMPLOYEE STOCK OPTION PLAN AS AMENDED
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex-107.txt
<DESCRIPTION>1999 EMPLOYEE STOCK OPTION PLAN AS AMENDED
<TEXT>

Exhibit 10.7 - 1999 STOCK OPTION PLAN AS AMENDED

1. Purpose.  The purpose of this Plan is to strengthen  National R.V.  Holdings,
Inc. by  providing an incentive to its  employees,  consultants  and  directors,
encouraging them to devote their abilities to the success of the Company.  It is
intended  that this purpose be achieved by extending to  employees,  consultants
and directors of the Company or any subsidiary an added long-term  incentive for
high levels of performance and exceptional  efforts through the grant of options
to  purchase  shares of the  Company's  common  stock under this  National  R.V.
Holdings, Inc. Amended and Restated 1999 Stock Option Plan.

2. Definitions. For purposes of the Plan:

2.1. "Agreement" means the written agreement between the Company and an Optionee
evidencing  the grant of an Option and  setting  forth the terms and  conditions
thereof.

2.2.  "Board" means the Board of Directors of the Company.

2.3. "Cause" means with respect to an Eligible  Employee,  including an Eligible
Employee  who is a director of the Company,  (i) the  voluntary  termination  of
employment by such Eligible Employee,  (ii) intentional  failure to perform,  or
habitual neglect of,  reasonably  assigned  duties,  (iii) dishonesty or willful
misconduct  in the  performance  of an  Optionee's  duties,  (iv) an  Optionee's
engaging in a transaction in connection  with the performance of such Optionee's
duties to the Company or any of its  Subsidiaries  thereof which  transaction is
adverse to the interests of the Company or any of its  Subsidiaries and which is
engaged in for personal  profit to the  Optionee,  (v) willful  violation of any
law,  rule or regulation in  connection  with the  performance  of an Optionee's
duties,  (vi) willful violation of any policy adopted by the Company relating to
the  performance  or  behavior of  employees  or (vii) acts of  carelessness  or
misconduct  which have in the  reasonable  judgment  of the  Company's  Board of
Directors, an adverse effect on the Company.

2.4. "Change in Capitalization" means any increase or reduction in the number of
Shares, or any change (including,  but not limited to, a change in value) in the
Shares or exchange  of Shares for a different  number or kind of shares or other
securities of the Company,  by reason of a  reclassification,  recapitalization,
merger, consolidation,  reorganization, spin-off, split-up, issuance of warrants
or rights or  debentures,  stock  dividend,  stock split or reverse stock split,
cash dividend, property dividend,  combination or exchange of shares, repurchase
of shares, public offering, private placement,  change in corporate structure or
otherwise.

2.5.  "Code" means the Internal Revenue Code of 1986, as amended.

2.6.  "Committee" shall mean a committee of the Board of Directors consisting of
no fewer than two (2) persons  who are (i)  "nonemployee  directors"  within the
meaning  of  Rule  16b-3  under  the  Exchange  Act,  or any  successor  rule or
regulation and (ii) "outside  directors" within the meaning of Section 162(m) of
the Code;  provided  however,  that clause (ii) shall apply only with respect to
grants of Options  intended by the  committee  to qualify as  "performance-bases
compensation" under Section 162(m) of the Code.

2.7.  "Company" means National R.V. Holdings, Inc.

2.8.  "Consultant  Option" means an Option  granted to a consultant  pursuant to
Section 7.

2.9.  "Director  Option"  means an  Option  granted  to a  Nonemployee  Director
pursuant to Section 5.

2.10.  "Disability"  means a physical  or mental  infirmity  which  impairs  the
Optionee's  ability to perform  substantially  his or her duties for a period of
sixty (60) consecutive days.

2.11.  "Eligible Employee" means any officer or other employee of the Company or
a Subsidiary  who is designated by the Committee as eligible to receive  Options
subject to the conditions set forth herein.

2.12.  "Employee  Options"  means an  Option  granted  to an  Eligible  Employee
pursuant to Section 6.

2.13. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.14.  "Fair  Market  Value" on any date  means the  average of the high and low
sales  prices of the Shares on such date on the  principal  national  securities
exchange on which such  Shares are listed or  admitted  to  trading,  or if such
Shares are not so listed or admitted to trading,  the arithmetic mean of the per
Share closing bid price and per Share closing asked price on such date as quoted
on the National  Association of Securities Dealers Automated Quotation System or
such other market in which such prices are regularly  quoted,  or, if there have
been no published bid or asked  quotations  with respect to Shares on such date,
the Fair Market Value shall be the value  established by the Board in good faith
and in accordance with Section 422 of the Code.

2.15.  "Immediate Family" means the Optionee or the Optionee's spouse,  parents,
children, step-children, brothers, sisters and grandchildren.

2.16.  "Incentive  Stock Option" means an Option  satisfying the requirements of
Section 422 of the Code and  designated by the  Committee as an Incentive  Stock
Option.

2.17.  "Nonqualified  Stock  Option"  means an Option  which is not an Incentive
Stock Option.

2.18.  "Nonemployee Director" means a director of the Company who is not a full-
time employee of the Company or any Subsidiary.

2.19.  "Option" means an Employee Option, a Director Option, a Consultant Option
or any or all of them.

2.20.  "Optionee"  means a person to whom an Option has been  granted  under the
Plan.

2.21.  "Parent" means any corporation which is a parent corporation  (within the
meaning of Section 424(e) of the Code) with respect to the Company.

2.22.  "Plan" means the National R.V.  Holdings,  Inc. Amended and Restated 1999
Stock Option Plan.

2.23. "Shares" means the common stock, par value $.01 per share, of the Company.

2.24.  "Subsidiary"  means any  corporation  which is a  subsidiary  corporation
(within the meaning of Section 424(f) of the Code) with respect to the Company.

2.25.  "Successor  Corporation"  means a corporation,  or a parent or subsidiary
thereof  within  the  meaning  of Section  424(a) of the Code,  which  issues or
assumes a stock  option in a  transaction  to which  Section  424(a) of the Code
applies.

2.26.  "Ten-Percent  Stockholder"  means an Eligible  Employee or other eligible
Plan participant, who, at the time an Incentive Stock Option is to be granted to
him or her,  owns  (within the meaning of Section  422(b)(6)  of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, or of a Parent or a Subsidiary.

3.       Administration.
         --------------

3.1. The Plan shall be  administered  by the Committee which shall hold meetings
at such times as may be necessary for the proper administration of the Plan. The
Committee shall keep minutes of its meetings. A quorum shall consist of not less
than a majority of the  Committee  and a majority of a quorum may  authorize any
action.  Any  decision  or  determination  reduced  to  writing  and signed by a
majority of all of the members of the Committee  shall be as fully  effective as
if made by a majority  vote at a meeting duly called and held.  No member of the
Committee  shall be liable  for any  action,  failure to act,  determination  or
interpretation  made in good faith with respect to this Plan or any  transaction
hereunder, except for liability arising from his or her own willful misfeasance,
fraud or bad faith.  The Company  hereby agrees to indemnify  each member of the
Committee for all costs and expenses and, to the extent  permitted by applicable
law, any liability incurred in connection with defending against, responding to,
negotiation for the settlement of or otherwise dealing with any claim,  cause of
action or dispute of any kind arising in  connection  with any action or failure
to act in administering this Plan or in authorizing or denying  authorization to
any transaction hereunder.

3.2. Subject to the express terms and conditions set forth herein, the Committee
shall  have the power from time to time to  determine  those  Optionees  to whom
Options  shall be  granted  under  the Plan and the  number of  Incentive  Stock
Options and/or  Nonqualified Stock Options to be granted to such Optionee and to
prescribe the terms and conditions (which need not be identical) of each Option,
including  the purchase  price per Share  subject to each  Option,  and make any
amendment or  modification  to any  Agreement  consistent  with the terms of the
Plan.

3.3. Subject to the express terms and conditions set forth herein, the Committee
shall have the power from time to time:

(a) to construe and interpret the Plan and the Options granted thereunder and to
establish,  amend and revoke rules and regulations for the administration of the
Plan,  including,  but not limited to,  correcting  any defect or supplying  any
omission,  or reconciling any inconsistency in the Plan or in any Agreement,  in
the manner and to the extent it shall deem  necessary  or  advisable to make the
Plan fully effective,  and all decisions and  determinations by the Committee in
the  exercise of this power  shall be final,  binding  and  conclusive  upon the
Company,  its  Subsidiaries,  the  Optionees  and all other  persons  having any
interest therein;

(b) to determine  the  duration and purposes for leaves of absence  which may be
granted to an Optionee on an individual basis without constituting a termination
of employment or service for purposes of the Plan;

(c) to exercise its discretion  with respect to the powers and rights granted to
it as set forth in the Plan;

(d)  generally,  to exercise  such powers and to perform such acts as are deemed
necessary or advisable to promote the best interests of the Company with respect
to the Plan.

4.       Stock Subject to Plan.
         ---------------------

4.1.  The  maximum  number of Shares  that may be made the  subject  of  Options
granted  under the Plan is  800,000  Shares (or the number and kind of shares of
stock or other  securities  to which such Shares are  adjusted  upon a Change in
Capitalization  pursuant  to Section 9) and the  Company  shall  reserve for the
purposes of the Plan, out of its authorized but unissued Shares or out of Shares
held in the Company's treasury,  or partly out of each, such number of Shares as
shall be determined by the Committee.  During any calendar year no person may be
granted Options with respect to more than 100,000 Shares.

4.2. Whenever any outstanding Option or portion thereof expires,  is canceled or
is otherwise  terminated for any reason, the Shares allocable to the canceled or
otherwise  terminated  Option or  portion  thereof  may again be the  subject of
Options granted hereunder.

5.       Option Grants for Nonemployee Directors.
         ---------------------------------------

5.1.  Authority  of  Committee.  Subject  to the  provisions  of the  Plan,  the
Committee  shall  have full and final  authority  to  select  those  Nonemployee
Directors who will receive Director  Options,  the terms and conditions of which
shall be set forth in an Agreement.

5.2.  Purchase  Price.  The  purchase  price or the manner in which the purchase
price is to be  determined  for  Shares  under  each  Director  Option  shall be
determined  by the  Committee  and set  forth in the  Agreement  evidencing  the
Option,  provided that the purchase  price per Share under each Director  Option
shall be not less than the Fair Market Value of a Share on the date the Director
Option is granted.

5.3.  Duration.  Director  Options  shall be for a term to be  designated by the
Committee and set forth in the Agreement evidencing the Option.

5.4. Vesting.  Each Director Option shall,  commencing not earlier than the date
of its grant,  become exercisable in such installments  (which need not be equal
or  may be one  installment)  and at  such  times  as may be  designated  by the
Committee and set forth in the Agreement  evidencing  the Option.  To the extent
not exercised,  installments  shall  accumulate and be exercisable,  in whole or
part,  at any time after  becoming  exercisable,  to not later than the date the
Director Option expires.  The Committee may accelerate the exercisability of any
Option or portion thereof at any time.

6.       Option Grants for Eligible Employees.
         ------------------------------------

6.1.  Authority  of  Committee.  Subject  to the  provisions  of the  Plan,  the
Committee shall have full and final authority to select those Eligible Employees
who will receive  Employee  Options,  the terms and conditions of which shall be
set forth in an Agreement;  provided,  however,  that no Eligible Employee shall
receive an  Incentive  Stock Option  unless he is an employee of the Company,  a
Parent or a Subsidiary at the time the Incentive Stock Option is granted.

6.2.  Purchase  Price.  The  purchase  price or the manner in which the purchase
price is to be  determined  for  Shares  under  each  Employee  Option  shall be
determined  by the  Committee  and set  forth in the  Agreement  evidencing  the
Option,  provided that the purchase  price per Share under each Employee  Option
shall be (i) except as  provided in clause (ii) of this  Section  6.2,  not less
than the Fair  Market  Value of a Share  on the  date  the  Employee  Option  is
granted;  and (ii) with respect to any Incentive  Stock Option  granted to a Ten
Percent  Stockholder,  not less than 110% of the Fair Market Value of a Share on
the date the Option is granted.

6.3. Duration.  Employee Options granted hereunder shall be for such term as the
Committee shall determine, provided that no Employee Option shall be exercisable
after the  expiration  of ten (10) years  from the date it is granted  (five (5)
years  in the  case  of an  Incentive  Stock  Option  granted  to a  Ten-Percent
Stockholder).  The  Committee  may,  subsequent  to the granting of any Employee
Option,  extend the term  thereof  but in no event shall the term as so extended
exceed the maximum term provided for in the preceding sentence.

6.4. Vesting.  Each Employee Option shall,  commencing not earlier then the date
of its grant,  become exercisable in such installments  (which need not be equal
or may be in one  installment)  and at such  times as may be  designated  by the
Committee and set forth in the Agreement  evidencing  the Option.  To the extent
not otherwise  provided by the Committee,  Employee Options shall be exercisable
in three (3) equal  installments  each equal to one-third  of the entire  Option
granted, the first of which shall become exercisable on the first anniversary of
the date of the grant of the Employee  Option,  the second  installment of which
shall become  exercisable on the second  anniversary of the date of grant of the
Employee Option,  and the final installment of which shall become exercisable on
the  third  anniversary  of the date of  grant.  To the  extent  not  exercised,
installments shall accumulate and be exercisable,  in whole or part, at any time
after  becoming  exercisable,  to not later  than the date the  Employee  Option
expires.  The  Committee  may  accelerate  the  exercisability  of any Option or
portion thereof at any time.

6.5.  $100,000 Per Year  Limitation for Incentive  Stock Options.  To the extent
that the  aggregate  Fair Market Value  (determined  as of the date of grant) of
Shares for which  Incentive  Stock Options are exercisable for the first time by
any Optionee  during any  calendar  year (under all plans of the Company and its
Subsidiaries)  exceeds  $100,000,  such excess  Incentive Stock Options shall be
treated as Nonqualified Stock Options.

7.       Option Grants for Consultants.
         -----------------------------

7.1.  Authority  of  Committee.  Subject  to the  provisions  of the  Plan,  the
Committee shall have full and final authority to select those consultants to the
Company or a  Subsidiary  who will  receive  Consultant  Options,  the terms and
conditions of which shall be set forth in an  Agreement.  An employee or officer
of the Company shall not be deemed a consultant.

7.2.  Purchase  Price.  The  purchase  price or the manner in which the purchase
price is to be  determined  for Shares  under each  Consultant  Option  shall be
determined  by the  Committee  and set  forth in the  Agreement  evidencing  the
Option,  provided that the purchase price per Share under each Consultant Option
shall  be not  less  than  the  Fair  Market  Value  of a Share  on the date the
Consultant Option is granted.

7.3.  Duration.  Consultant  Options granted hereunder shall be for such term as
the Committee  shall  determine,  provided  that no  Consultant  Option shall be
exercisable  after the expiration of ten (10) years from the date it is granted.
The Committee may,  subsequent to the granting of any Consultant Option,  extend
the term  thereof  but in no event  shall  the term as so  extended  exceed  the
maximum term provided for in the preceding sentence.

7.4. Vesting. Each Consultant Option shall, commencing not earlier then the date
of its grant,  become exercisable in such installments  (which need not be equal
or may be in one  installment)  and at such  times as may be  designated  by the
Committee and set forth in the Agreement  evidencing  the Option.  To the extent
not otherwise provided by the Committee, Consultant Options shall be exercisable
in three (3) equal  installments  each equal to one-third  of the entire  Option
granted, the first of which shall become exercisable on the first anniversary of
the date of grant of the  Consultant  Options,  the second  installment of which
shall become exercisable on the second anniversary of the date of grant, and the
final installment of which shall become  exercisable on the third anniversary of
the date of grant. To the extent not exercised,  installments  shall  accumulate
and be exercisable, in whole or part, at any time after becoming exercisable, to
not  later  than the date the  Consultant  Option  expires.  The  Committee  may
accelerate the exercisability of any Option or portion thereof at any time.

8.       Terms and Conditions Applicable to All Options

8.1.  Transferability.  No Option granted hereunder shall be transferable by the
Optionee  to whom  granted  other  than (1) by will or the laws of  descent  and
distribution  or (2) to the extent  permitted by applicable law and  regulations
and for no  consideration,  to or for the  benefit of the  Optionee's  Immediate
Family, or to a partnership or limited liability company for one or more members
of the Optionee's  Immediate Family,  subject to such limits as the Compensation
Committee may establish,  if any. Except as otherwise provided herein, an Option
may be exercised  during the lifetime of such  Optionee  only by the Optionee or
his or her guardian or legal  representative.  The terms of each Option shall be
final,  binding and conclusive upon the transferees,  beneficiaries,  executors,
administrators, heirs and successors of the Optionee.

8.2.  Method of  Exercise.  The  exercise  of an Option  shall be made only by a
written notice delivered in person or by mail to the Chief Financial  Officer of
the Company at the Company's principal  executive office,  specifying the number
of Shares to be purchased and  accompanied by payment  therefor and otherwise in
accordance  with the  Agreement  pursuant to which the Option was  granted.  The
purchase  price for any Shares  purchased  pursuant to the exercise of an Option
shall be paid in full upon such exercise,  as determined by the Committee in its
discretion,  by any  one or a  combination  of the  following:  (i)  cash,  (ii)
transferring  Shares to the Company upon such terms and conditions as determined
by the  Committee;  or (iii) as otherwise  determined by the  Committee.  At the
Optionee's  request and subject to the  consent of the  Committee,  Shares to be
acquired  upon  the  exercise  of  a  portion  of  an  Option  will  be  applied
automatically  to pay the  purchase  price in  connection  with the  exercise of
additional  portions of the Option  then being  exercised.  The  written  notice
pursuant to this Section 8.2 may also provide  instructions from the Optionee to
the Company that upon receipt of the purchase  price in cash from the Optionee's
broker or dealer,  designated as such on the written notice,  in payment for any
Shares purchased  pursuant to the exercise of an Option, the Company shall issue
such Shares directly to the designated broker or dealer.  Any Shares transferred
to the Company as payment of the purchase  price under an Option shall be valued
at their Fair  Market  Value on the day  preceding  the date of exercise of such
Option. If requested by the Committee,  the Optionee shall deliver the Agreement
evidencing  the Option to the Chief  Financial  Officer of the Company who shall
endorse  thereon a notation of such  exercise  and return such  Agreement to the
Optionee.  No fractional  shares (or cash in lieu thereof)  shall be issued upon
exercise  of an  Option  and the  number of Shares  that may be  purchased  upon
exercise shall be rounded to the nearest number of whole Shares.

8.3. Rights of Optionees.  No Optionee shall be deemed for any purpose to be the
owner of any Shares  subject to any Option unless and until (i) the Option shall
have been exercised  pursuant to the terms thereof,  (ii) the Company shall have
issued and  delivered the Shares to the Optionee and (iii) the  Optionee's  name
shall have been entered as a stockholder  of record on the books of the Company.
Thereupon,  the Optionee  shall have full voting,  dividend and other  ownership
rights with respect to such Shares.

8.4.  Termination of Employment or Services.  Unless  otherwise  provided in the
Agreement  evidencing  the Option,  an Option (other than an Option granted to a
consultant  or a  Nonemployee  Director)  shall  terminate  upon  an  Optionee's
termination  of  employment  (or similar  arrangement)  with the Company and its
Subsidiaries as follows:

(a) in the event the Optionee's employment terminates as a result of Disability,
the Optionee  may at any time within three (3) months after such event  exercise
the  Option  or  portion  thereof  that  was  exercisable  on the  date  of such
termination;

(b) if an Optionee's employment terminates for Cause, the Option shall terminate
immediately and no rights thereunder may be exercised;

(c) if an Optionee's  employment  terminates  without Cause, the Optionee may at
any time  within one (1) month after such event  exercise  the Option or portion
thereof that was exercisable on the date of such termination; and

(d) if an Optionee  dies while an employee of the Company or any  Subsidiary  or
within six (6) months after  termination  as a result of Disability as described
in clause (a) of this  Section  8.4,  the Option  may be  exercised  at any time
within six (6)  months  after the  Optionee's  death by the person or persons to
whom such rights  under the Option  shall pass by will or by the laws of descent
and  distribution;  provided,  however,  that an Option may be  exercised to the
extent,  and  only to the  extent,  that  the  Option  or  portion  thereof  was
exercisable on the date of death or earlier termination.

Notwithstanding the foregoing, in no event may any Option be exercised by anyone
after the expiration of the term of the Option.

8.5.  Termination  of  Nonemployee  Director  Options  and  Consultant  Options.
Nonemployee  Director  Options and  Consultant  Options  granted to  Nonemployee
Directors and  consultants to the Company or a Subsidiary  shall terminate under
such  circumstances as are provided in the Agreement  evidencing the Option, and
if not expressly  specified,  as of the close of business on the last day of the
term of the Option,  but in no event may such an Option be  exercised  by anyone
after the expiration of the term of the Option.

8.6. Modification or Substitution.  The Committee may, in its discretion, modify
outstanding  Options or accept the  surrender  of  outstanding  Options  (to the
extent  not  exercised)  and  grant  new  Options  in  substitution   for  them.
Notwithstanding  the foregoing,  no  modification  of an Option shall  adversely
alter or  impair  any  rights  or  obligations  under  the  Option  without  the
Optionee's consent.

9.       Adjustment Upon Changes in Capitalization.
         -----------------------------------------

9.1.  Subject to  Section  10, in the event of a Change in  Capitalization,  the
Committee shall conclusively determine the appropriate  adjustments,  if any, to
the maximum number or class of Shares or other stock or securities  with respect
to which Options may be granted  under the Plan,  the number and class of Shares
or other stock or securities  which are subject to outstanding  Options  granted
under the Plan, and the purchase price therefor, if applicable.

9.2. Any such  adjustment in the Shares or other stock or securities  subject to
outstanding  Incentive Stock Options  (including any adjustments in the purchase
price)  shall be made in such  manner as not to  constitute  a  modification  as
defined  by  Section  424(h)(3)  of the Code and  only to the  extent  otherwise
permitted by Sections 422 and 424 of the Code.

9.3. If, by reason of a Change in Capitalization,  an Optionee shall be entitled
to exercise an Option with respect to new,  additional  or  different  shares of
stock or securities, such new, additional or different shares shall thereupon be
subject to all of the conditions  which were applicable to the Shares subject to
the Option, as the case may be, prior to such Change in Capitalization.

10.      Effect of Certain Transactions.
         ------------------------------

In the event of (i) the  liquidation  or  dissolution  of the  Company or (ii) a
merger or  consolidation  of the  Company  (a  "Transaction"),  the Plan and the
Options  issued  hereunder  shall  continue in effect in  accordance  with their
respective  terms and each  Optionee  shall be entitled to receive in respect of
each Share subject to any outstanding Options, as the case may be, upon exercise
of any Option, the same number and kind of stock, securities, cash, property, or
other  consideration  that each holder of a Share was entitled to receive in the
Transaction in respect of a Share. In the event that, after a Transaction, there
occurs any change of a type  described in Section 2.4 hereof with respect to the
shares of the surviving or resulting  corporation,  then adjustments similar to,
and subject to the same  conditions  as, those in Section 9 hereof shall be made
by the Committee.

11.      Termination and Amendment of the Program.
         ----------------------------------------

11.1. The Plan shall terminate on the day preceding the tenth anniversary of the
date of its adoption by the Board and no Option may be granted  thereafter.  The
Board may sooner  terminate or amend the Plan at any time and from time to time;
provided,  however,  that to the extent  necessary  under  Section  16(b) of the
Exchange  Act and the  rules and  regulations  promulgated  thereunder  or other
applicable  law,  no  amendment  shall  be  effective  unless  approved  by  the
stockholders of the Company in accordance with applicable law and regulations at
an annual or special  meeting  held within  twelve (12) months after the date of
adoption of such amendment.

11.2.  Except as provided in  Sections 9 and 10 hereof,  rights and  obligations
under any Option  granted  before any amendment or termination of the Plan shall
not be adversely  altered or impaired by such amendment or  termination,  except
with the consent of the Optionee, nor shall any amendment or termination deprive
any Optionee of any Shares which he may have acquired  through or as a result of
the Plan.

12. Non-Exclusivity of the Plan. The adoption of the Plan by the Board shall not
be construed  as  amending,  modifying or  rescinding  any  previously  approved
incentive  arrangement or as creating any  limitations on the power of the Board
to adopt such other incentive arrangements as it may deem desirable,  including,
without limitation, the granting of stock options otherwise than under the Plan,
and such  arrangements  may be either  applicable  generally or only in specific
cases.

13. Limitation of Liability.  As illustrative of the limitations of liability of
the Company,  but not  intended to be  exhaustive  thereof,  nothing in the Plan
shall be construed to:

(i) give any person  any right to be  granted  an Option  other than at the sole
discretion of the Committee;

(ii) give any person  any rights  whatsoever  with  respect to Shares  except as
specifically provided in the Plan;

(iii) limit in any way the right of the Company to terminate  the  employment of
any person at any time; or

(iv) be evidence of any agreement or understanding,  expressed or implied,  that
the Company will employ any person at any particular rate of compensation or for
any particular period of time.

14.      Regulations and Other Approvals; Governing Law.
         ----------------------------------------------

14.1.  This  Plan and the  rights of all  persons  claiming  hereunder  shall be
construed and determined in accordance with the laws of the State of Delaware.

14.2.  The  obligation of the Company to sell or deliver  Shares with respect to
Options  granted under the Plan shall be subject to all applicable  laws,  rules
and regulations, including all applicable federal and state securities laws, and
the obtaining of all such  approvals by  governmental  agencies as may be deemed
necessary or appropriate by the Committee.

14.3.  The Plan is  intended  to comply  with Rule 16b-3  promulgated  under the
Exchange Act and the Committee  shall interpret and administer the provisions of
the Plan or any  Agreement  in a manner  consistent  therewith.  Any  provisions
inconsistent  with such Rule  shall be  inoperative  and  shall not  affect  the
validity of the Plan.

14.4.  The Board may make such  changes as may be necessary  or  appropriate  to
comply with the rules and regulations of any government authority,  or to obtain
for Eligible  Employees  granted  Incentive Stock Options the tax benefits under
the applicable provisions of the Code and regulations promulgated thereunder.

14.5.  Each  Option  is  subject  to the  requirement  that,  if at any time the
Committee  determines,  in its  discretion,  that the listing,  registration  or
qualification  of  Shares  issuable  pursuant  to the  Plan is  required  by any
securities  exchange  or under any  state or  federal  law,  or the  consent  or
approval of any  governmental  regulatory  body is  necessary  or desirable as a
condition of, or in connection  with,  the grant of an Option or the issuance of
Shares,  no Options shall be granted or payment made or Shares issued,  in whole
or in part, unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions,  or as otherwise determined to
be acceptable to the Committee.

14.6.  Notwithstanding  anything  contained in the Plan to the contrary,  in the
event  that the  disposition  of  Shares  acquired  pursuant  to the Plan is not
covered by a then current  registration  statement  under the  Securities Act of
1933,  as amended,  and is not  otherwise  exempt from such  registration,  such
Shares  shall be  restricted  against  transfer  to the extent  required  by the
Securities  Act  of  1933,  as  amended,  and  Rule  144  or  other  regulations
thereunder.  The Committee may require any individual  receiving Shares pursuant
to the Plan, as a condition precedent to receipt of such Shares upon exercise of
an Option,  to  represent  and warrant to the Company in writing that the Shares
acquired by such  individual  are  acquired  without a view to any  distribution
thereof and will not be sold or transferred  other than pursuant to an effective
registration  thereof under said act or pursuant to a exemption applicable under
the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.   The   certificates   evidencing   any  of  such  Shares  shall  be
appropriately  amended to  reflect  their  status as  restricted  securities  as
aforesaid.

15.      Miscellaneous.
         -------------

15.1.  Multiple  Agreements.  The terms of each  Option  may  differ  from other
Options  granted  under the Plan at the same time,  or at some other  time.  The
Committee  may also  grant  more than one  Option to a given  Eligible  Employee
during the term of the Plan,  either in addition to, or in substitution for, one
or more Options previously granted to that Eligible Employee.

15.2.  Withholding of Taxes. (a) The Company shall have the right to deduct from
any distribution of cash to any Optionee, an amount equal to the federal,  state
and local  income  taxes  and  other  amounts  as may be  required  by law to be
withheld (the "Withholding Taxes") with respect to any Option. If an Optionee is
entitled to receive  Shares upon exercise of an Option,  the Optionee  shall pay
the  Withholding  Taxes to the Company prior to the issuance of such Shares.  In
satisfaction of the Withholding  Taxes, the Optionee may make a written election
(the "Tax Election"), which may be accepted or rejected in the discretion of the
Committee,  to have withheld a portion of the Shares issuable to him or her upon
exercise  of the Option  having an  aggregate  Fair  Market  Value,  on the date
preceding the date of exercise, equal to the Withholding Taxes, provided that in
respect of an Optionee who may be subject to liability  under  Section  16(b) of
the Exchange Act either (i) (A) the Optionee makes the Tax Election at least six
(6) months  after the date the Option was  granted,  (B) the Option is exercised
during the ten day period  beginning on the third business day and ending on the
twelfth  business day  following  the release for  publication  of the Company's
quarterly or annual  statements of earnings (a "Window  Period") and (C) the Tax
Election is made during the Window  Period in which the Option is  exercised  or
prior to such Window Period and subsequent to the immediately  preceding  Window
Period or (ii) (A) the Tax  Election  is made at least six  months  prior to the
date the  Option is  exercised  and (B) the Tax  Election  is  irrevocable  with
respect  to the  exercise  of all  Options  which  are  exercised  prior  to the
expiration  of six months  following  an  election  to revoke the Tax  Election.
Notwithstanding  the  foregoing,  the Committee may, by the adoption of rules or
otherwise,  (i) modify the  provisions in the preceding  sentence or impose such
other restrictions or limitations on Tax Elections as may be necessary to ensure
that the Tax Elections  will be exempt  transactions  under Section 16(b) of the
Exchange  Act, and (ii) permit Tax  Elections to be made at such other times and
subject to such other  conditions as the Committee  determines  will  constitute
exempt transactions under Section 16(b) of the Exchange Act.

(b) If an Optionee makes a disposition,  within the meaning of Section 424(c) of
the Code and regulations promulgated  thereunder,  of any Share or Shares issued
to such  Optionee  pursuant to the exercise of an Incentive  Stock Option within
the  two-year  period  commencing  on the day after the date of transfer of such
Share or Shares to the Optionee  pursuant to such exercise,  the Optionee shall,
within  ten (10)  days of such  disposition,  notify  the  Company  thereof,  by
delivery of written notice to the Company at its principal executive office, and
immediately deliver to the Company the amount of Withholding Taxes.

15.3.  Designation  of  Beneficiary.  Each  Optionee  may  designate a person or
persons to  receive  in the event of his or her death,  any Option or any amount
payable  pursuant  thereto,  to which he or she  would  then be  entitled.  Such
designation will be made upon forms supplied by and delivered to the Company and
may be revoked in  writing.  If an Optionee  fails  effectively  to  designate a
beneficiary, then his or her estate will be deemed to be the beneficiary.

16.  Effective  Date.  The  effective  date of the Plan shall be the date of its
adoption by the Board,  subject only to the approval by the affirmative votes of
the  holders  of a  majority  of the  securities  of  the  Company  present,  or
represented,  and  entitled  to vote at a meeting of  stockholders  duly held in
accordance  with the applicable laws of the State of Delaware within twelve (12)
months of such adoption.
</TEXT>
</DOCUMENT>
