1994 Stock Incentive Plan - Crescent Capital Trust Inc.



                         CRESCENT CAPITAL TRUST, INC.

                          1994 STOCK INCENTIVE PLAN


1.       PURPOSE OF THE PLAN.

         The purpose of the 1994 Stock Incentive Plan of Crescent Capital
Trust, Inc. (the 'Company') is to:

         (a)     promote the interests of the Company and its stockholders by
strengthening the Company's ability to attract, motivate and retain employees
and members of the Board of Directors of training, experience and ability; and

         (b)     furnish incentives to individuals chosen to receive options
because they are considered capable of responding by improving operations and
increasing profits;

         (c)     provide a means to encourage stock ownership and proprietary
interest in the Company to valued employees and members of the Board of
Directors of the Company upon whose judgment, initiative, and efforts the
continued financial success and growth of the business of the Company largely
depend.

2.       DEFINITIONS.

         (a)     'Board' means the Board of Directors of the Company.

         (b)     'Code' means the Internal Revenue Code of 1986, as amended.

         (c)     'Committee' means the Compensation Committee of the Board as
shall be appointed by the Board from time to time.  The Committee shall consist
of three or more members of the Board, at least two of whom shall not be
Employees of the Company.

         (d)     'Common Stock' means the $.001 par value Common Stock of the
Company.

         (e)     'Company' means Crescent Capital Trust, Inc.

         (f)     'Eligible Person' means any full-time employee or Outside
Director of the Company or of any of its present or future parent or subsidiary
corporations.

         (g)     'Fair Market Value' means the closing price of a share of
Common Stock on the New York Stock Exchange Composite Tape or, if the Common
Stock is not then listed on the New York Stock Exchange, on any stock exchange
on which the Common Stock is then listed on the date as of which fair market
value is to be determined or, if the Common Stock is not then listed on any
stock exchange a price on which the Committee and Participant can agree upon.

         (h)     'Incentive Award' means an Option, Incentive Stock Award, or
cash bonus award granted under the Plan.






         (i)     'Incentive Stock Award' means a right to the grant or
purchase, at a price determined by the Committee, of Common Stock of the
Company which is nontransferable and subject to substantial risk or forfeiture
until specific conditions are met.  Conditions may be based on continuing
employment or achievement of preestablished financial objectives or both.

         (j)     'Option' means any nonqualified or nonstatutory stock option
and any incentive stock option granted pursuant to Section 422 of the Code.

         (k)     'Outside Director' means a member of the Board who is not a 
full-time employee.

         (l)     'Participant' means any Eligible Person selected to
participate in an Incentive Award pursuant to Section 5.

         (m)     'Plan' means the 1994 Stock Incentive Plan as set forth
herein, which may be further amended from time to time.

3.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

         (a)     Subject to the provisions of Section 3.(c) and Section 12 of
the Plan, the aggregate number of shares of Common Stock that may be issued or
transferred or exercised pursuant to Incentive Awards under the Plan will not
exceed the greater of: (i)  seven percent (7%) of the Company's outstanding
Common Stock, or (ii) four hundred eighteen thousand six hundred (418,600)
shares of Common Stock.

         (b)     The shares of Common Stock to be delivered under the Plan will
be made available, at the discretion of the Board or the Committee, either from
authorized but unissued shares of Common Stock or from previously issued shares
of Common Stock reacquired by the Company, including shares purchased on the
open market.

         (c)     If any Incentive Award is not issued or transferred and ceases
to be issuable or transferable for any reason, such Incentive Award will no
longer be charged against the limitations provided for in Section 3.(a) and may
again be made subject to Incentive Awards.

4.       ADMINISTRATION OF THE PLAN.

         The Committee has and may exercise such powers and authority of the
Board as may be necessary or appropriate for the Committee to carry out its
functions as described in the Plan.  The Committee has authority in its
discretion to determine the Eligible Persons to whom, and the time or times at
which, Incentive Awards may be granted and the number of shares subject to each
Incentive Award.  The Committee also has authority to interpret the Plan, and
to determine the terms and provisions of the respective Incentive Awards
agreements and to make all other determinations necessary or advisable for Plan
administration.  The Committee has authority to prescribe, amend, and rescind
rules and regulations relating to the Plan.  All interpretations,
determinations, and actions by the Committee will be final, conclusive, and
binding upon all parties.  No member of the Board or the Committee will be
liable for any action or determination made in good faith by the Board or the
Committee with respect to the Plan or any Incentive Award under it.





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5.       ELIGIBILITY.

         All full-time salaried employees of the Company who have been
determined by the Committee to be key employees and all Outside Directors are
eligible to receive Incentive Awards under the Plan.  The Committee has
authority, in its sole discretion, to determine and designate from time to time
those Eligible Persons who are to be granted Incentive Awards, and the type and
amount of Incentive Award to be granted.  Each Incentive Award will be
evidenced by a written instrument and may include any other terms and
conditions consistent with the Plan, as the Committee may determine.

6.       WRITTEN AGREEMENT; EFFECT.

         Each Option shall be evidenced by a written agreement (the 'Option
Agreement'), in form satisfactory to the Committee, executed by the Company and
by the person to whom such Option is granted.  The Option Agreement shall
specify whether each Option it evidences is a nonqualified stock option ('NQO')
or an incentive stock option ('ISO').  Failure of the grantee to execute an
Option Agreement shall not void or invalidate the grant of an Option; but the
Option may not be exercised, however, until the Option Agreement is executed.

7.       ANNUAL $100,000 LIMITATION IN ISOS.

         To the extent required by Section 422(d) of the Code, the aggregate
fair market value of shares of the Common Stock with respect to which ISOs are
exercisable for the first time by any individual during any calendar year shall
not exceed $100,000.  For this purpose, fair market value shall be the fair
market value of the shares covered by the ISOs when the ISOs were granted.  If
by their terms, such ISOs taken together would first become exercisable at a
faster rate, this $100,000 limitation shall be applied by deferring the
exercisability of those ISOs or portions of ISOs which have the highest per
share exercise prices.  The ISOs or portions of ISOs, the exercisability of
which are so deferred, shall become exercisable on the first day of the first
subsequent calendar year during which they may be exercised, as determined by
applying these same principles of this Section and all other provisions of this
Section and all other provisions of this Plan, including those relating to the
expiration and termination of ISOs.

8.       ADVANCE APPROVALS.

         The Board may approve the grant of Options to persons who are expected
to become employees or Outside Directors of the Company, but are not employees
or Outside Directors at the date of approval.  In such cases, the Option shall
be deemed granted, without further approval, on the date the grantee becomes an
employee, and must satisfy all requirements of this Plan for Options granted on
that date.

9.       TERMS AND CONDITIONS OF STOCK OPTIONS.

         (a)     Each Option shall be designated as an ISO or a NQO and shall
be subject to the terms and conditions set forth in this Section 9.  ISOs shall
also be subject to the terms and conditions set forth in Section 10.

         (b)     Each Option Agreement shall specify the date as of which it
shall be effective, which date shall be the Grant Date (determined pursuant to
Section 8 in the case of advance approvals).





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         (c)     Except as provided in Section 10 hereof, the purchase price of
Common Stock under each Option will be determined by the Committee, and may not
be less than fifty percent (50%) of the Fair Market Value of the Common Stock
on the date of the grant.  The purchase price of Common Stock under each Option
granted to Outside Directors will be the Fair Market Value of the Common Stock
on the Date of Grant.

         (d)     Options granted to employees of the Company may be exercised
as determined by the Committee.  Options granted to Outside Directors may not
be exercised for a period of one (1) year after the Date of Grant.  After such
period, such Options may be exercised with respect to all shares of Common
Stock covered thereby during its term as provided hereunder.  Notwithstanding
any other provision to the contrary contained in the Plan, each Option granted
under this Plan will expire not later than ten (10) years from the Date of
Grant.

         (e)     Except as set forth below, upon the exercise of an Option, the
purchase price will be payable in full in cash, or, in the discretion of the
Committee, by the assignment and delivery to the Company of shares of Common
Stock owned by the optionee; or in the discretion of the Committee, by a
promissory note secured by shares of Common Stock bearing interest at a rate
determined by the Committee but not less than the minimum rate permitted by the
Internal Revenue Service; or by a combination of any of the above.  Any shares
so assigned and delivered to the Company in payment or partial payment of the
purchase price will be valued at their Fair Market Value on the exercise date.
The Committee may, in its discretion and upon the request of the optionee,
issue shares of Common Stock upon the exercise of an Option directly to a
brokerage firm or firms to be selected by the Committee, without payment of the
purchase price by the optionee but upon delivery of an irrevocable guarantee by
such brokerage firm or firms of the payment of such purchase price.  No payment
by an assignment of shares, by a promissory note or by any combination thereof,
or by the guarantee of a brokerage firm or firms as described above, will be
allowed unless such payments are allowed under applicable requirements of
Federal and state tax, securities and other laws, rules and regulations and by
any regulatory authority having jurisdiction.

         (f)     No fractional shares will be issued pursuant to the exercise
of an Option nor will any cash payment be made in lieu of fractional shares.

         (g)     Each Option Agreement may contain such other terms,
provisions, and conditions not inconsistent with this Plan, including rights of
repurchase, as may be determined by the Committee, and each ISO granted under
this Plan shall include such provisions and conditions as are necessary to
qualify such option as an 'incentive stock option' within the meaning of
Section 422 of the Code.

         (h)     If requested by the Company, at the time of exercise of an
Option, the optionee shall remit to the Company in cash all applicable federal
and state withholding and employment taxes.  If and to the extent authorized
and approved by the Committee in its sole discretion, an optionee may elect, by
means of a form of election to be prescribed by the Committee, to have shares
which are acquired upon exercise of an Option withheld by the Company or tender
other shares of Common Stock or other securities of the Company owned by the
optionee to the Company at the time the amount of such taxes is determined in
order to pay the amount of such tax obligations, subject to the following
limitations:

                 (i)      such election shall be irrevocable;

                 (ii)     such  election  shall  be subject to the disapproval
of the Committee at any time;





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                 (iii)    such election may not be made within six months of
the Grant Date of the Option the exercise of which resulted in the tax
withholding obligation (the 'Related Option') (except that this limitation
shall not apply in the event death or disability of the optionee occurs before
the expiration of the six-month period); and

                 (iv)     such election must be made either (i) six months
before the date that the amount of tax to be withheld upon exercise of the
Related Option is determined or (ii) in any ten-day period before such tax
determination date beginning on the third business day following the date of
release by the Company for  publication of quarterly or annual summary
statements of sales or earnings of the Company.

Any Common Stock or other securities so withheld or tendered will be valued by
the Company as of the date they are withheld or tendered.  Unless the Committee
otherwise determines, the optionee shall pay to the Company in cash, promptly
when the amount of such obligations become determinable, all applicable federal
and state withholding taxes resulting from the lapse of restrictions imposed on
exercise of an Option, from a transfer or other disposition of shares acquired
upon exercise of an Option or otherwise related to the Option or the shares
acquired upon exercise of the Option.

         (i)     At the time a Participant exercises an Option, the Committee
may grant a cash bonus award in such amount as the Committee may determine.
The Committee may make such a determination at the time of grant or exercise.
The cash bonus award may be subject to any condition imposed by the Committee,
including a reservation of the right to revoke a cash bonus award at any time
before it is paid.

10.      TERMS AND CONDITIONS TO WHICH ONLY ISOS ARE SUBJECT.

         Options granted under this Plan which are designated as ISOs shall be
subject to the following terms and conditions:

         (a)     Exercise Price.  The exercise price of an ISO shall be
determined in accordance with the applicable provisions of the Code and shall
in no event be less than the fair market value of the stock covered by the ISO
at the Grant Date; provided, however, that the exercise price of an ISO granted
to any person who owns, directly or indirectly (or is treated as owning by
reason of attribution rules, currently set forth in Code Section 424), stock of
the Company constituting more than ten percent of the total combined voting
power of all classes of outstanding stock of the Company or of any Affiliate of
the Company, shall in no event be less than 110 percent of such fair market
value.

         (b)     Option Term.  Unless an earlier expiration date is specified
by the Committee at the Grant Date in the Option Agreement, each ISO shall
expire ten (10) years from its Grant Date; except that an ISO granted to any
person who owns, directly or indirectly (or is treated as owning by reason of
applicable attribution rules currently set forth in Section 424 of the Code)
stock of the Company constituting more than ten percent of the total combined
voting power of the Company's outstanding stock, or the stock of any Affiliate
of the Company, shall expire five years from its Grant Date.

         (c)     Disqualifying Dispositions.  If Common Stock acquired by
exercise of an ISO is disposed of within two years from the Grant Date or
within one year after the transfer of the Common Stock to the optionee, the
holder of the Common Stock immediately prior to the disposition shall promptly
notify the Company in writing of the date and terms of the disposition and
shall provide such other information





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regarding the disposition as the Company may reasonably require.  Such holder
shall pay to the Company any withholding and employment taxes which the Company
in its sole discretion deems applicable.  The Company may instruct its stock
transfer agent by appropriate means, including placement of legends on stock
certificates, not to transfer stock acquired by exercise of an ISO unless it
has been advised by the Company that the requirements of this Section have been
satisfied.

11.      TERMS AND CONDITIONS OF INCENTIVE STOCK AWARDS.

         (a)     All shares of Incentive Stock Awards granted or sold pursuant
to the Plan will be subject to the following conditions:

                 (i)      The shares may not be sold, transferred or otherwise
alienated or hypothecated until the restrictions are removed or expire.

                 (ii)     The Committee may required the Participant to enter
into an agreement providing that the certificates representing Incentive Stock
Awards granted or sold pursuant to the Plan will remain in the physical custody
of the Company until all restrictions are removed or expire.

                 (iii)    Each Certificate representing Incentive Stock Awards
granted pursuant to the Plan will bear a legend making appropriate reference to
the restrictions imposed.

                 (iv)     The Committee may impose other conditions on any
shares granted or sold pursuant to the Plan as it may deem advisable,
including, without limitations, restrictions under the Securities Act of 1933,
as amended, under the requirements of any stock exchange upon which such shares
or shares of the same class are then listed and under any blue sky or other
securities laws applicable to such shares.

         (b)     The restrictions imposed under subparagraph (a) above upon
Incentive Stock Awards will lapse in accordance with a schedule or other
conditions as determined by the Committee, subject to the provisions of Section
14.(e) hereof.

         (c)     Subject to the provisions of subparagraph (a) above and
Section 11(c) hereof, the holder will have all rights of a stockholder with
respect to the Incentive Stock Awards granted or sold, including the right to
vote the shares and receive all dividends and other distributions paid or made
with respect thereto.

         (d)     Except as set forth below, the purchase price (if any) for
shares of Incentive Stock Awards will be payable in full in cash; or by the
assignment and delivery to the Company of shares of Common Stock owned by the
holder of the Incentive Stock Awards; or by a promissory note secured by shares
of Common Stock bearing interest at a rate equal to the minimum rate permitted
by the Internal Revenue Service; or by a combination of any of the above.  Any
shares so assigned and delivered to the Company in payment or partial payment
of the purchase price will be valued at their Fair Market Value on the purchase
date.  The Committee may, in its discretion and upon request of the holder,
issue shares of the Incentive Stock Awards directly to a brokerage firm or
firms to be selected by the Committee, without payment of the purchase price by
the holder but upon delivery of an irrevocable guarantee by such brokerage firm
or firms of the payment of such purchase price.  No payment by an assignment of
shares, by a promissory note or by any combination thereof, or by the guarantee
of a brokerage firm or firms as described above, will be allowed unless such
payments are allowed under applicable requirements





                                      6

of Federal and state tax, securities and other laws, rules and regulations and
by any regulatory authority having jurisdiction.

12.      ADJUSTMENT PROVISIONS.

         (a)     Subject to Section 12.(b) hereof, if the outstanding shares of
Common Stock of the Company are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if additional shares
or new or different shares or other securities are distributed with respect to
such shares of Common Stock or other securities, through merger, consolidation,
sale of all or substantially all of the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other distribution with respect to such shares of
Common Stock, or other securities an appropriate and proportionate adjustment
may be made in (i) the maximum number and kind of shares provided in Section 3,
(ii) the number and kind of shares or other securities subject to the then
outstanding Incentive Awards, and (iii) the price for each share or other unit
of any other securities subject to then outstanding Incentive Awards without
change in the aggregate purchase price or value as to which such Incentive
Awards remain exercisable or subject to restrictions.

         (b)     Despite the provisions of Section 12.(a), upon dissolution or
liquidation of the Company or upon a reorganization, merger, or consolidation
of the Company with one or more corporations as a result of which the Company
is not the surviving Corporation, or upon the sale of all or substantially all
of the property of the Company, all Incentive Awards then outstanding under the
Plan will be fully vested and exercisable and all restrictions will immediately
cease, unless provisions are made in connection with such transaction for the
continuance of the Plan and assumption or the substitution for such Incentive
Awards of new incentive awards covering the stock of a successor employer
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices.

         (c)     Adjustments under Sections 12.(a) and 12.(b) will be made by
the Committee, whose determination as to what adjustments will be made and the
extent thereof will be final, binding, and conclusive.  No fractional interest
will be issued under the Plan on account of any such adjustments.

         (d)     In the event of pending or threatened takeover bid or tender
offer and pursuant to which 10% or more of the outstanding securities of the
Company is acquired, whether or not deemed a tender offer under applicable
state or Federal laws, or in the event that any person makes any filing under
section 13(d) or 14(d) of the Securities Exchange Act of 1934 with respect to
the Company, the Committee may in its sole discretion, without obtaining
stockholder approval, at the time of any one or more of the following actions
to the extent permitted in Section 14 with respect to all Eligible Persons and
Participants:

                 (i)      Accelerate the exercise dates of any outstanding
Option, or make all outstanding Options fully vested and exercisable;

                 (ii)     Determine all or any portion of conditions associated
with an Incentive Stock Award have been met;

                 (iii)    Grant a cash bonus award to any of the holders of
outstanding Options;

                 (iv)     Pay cash to any or all Option holders in exchange for
the cancellation of their outstanding Options;





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                 (v)      Make any other adjustments or amendments to the plan
and outstanding Incentive Awards and substitute new Incentive Awards.

13.      GENERAL PROVISIONS.

         (a)     Nothing in the Plan or in any instrument executed pursuant to
the Plan will confer upon any Participant any right to continue as an employee
or member of the Board of the Company or any of its subsidiaries or affect the
right of the Company to terminate the employment or membership on the Board of
any Participant at any time with or without cause.

         (b)     No shares of Common Stock will be issued or transferred
pursuant to an Incentive Award unless and until all then-applicable
requirements imposed by Federal and state securities and their laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any
stock exchanges upon which the Common Stock may be listed have been fully met.
As a condition precedent to the issuance of shares pursuant to the grant or
exercise of an Incentive Award, the Company may require the Participant to make
any reasonable action to meet such requirements.

         (c)     No Participant and no beneficiary or other person claiming
under or through such Participant will have any right, title or interest in or
to any shares of Common Stock allocated or reserved under the Plan or subject
to any Incentive Award except as to such shares of Common Stock, if any, that
have been issued or transferred to such Participant.

         (d)     The Company may make such provisions as it deems appropriate
to withhold any taxes the Company determines it is required to withhold in
connection with any Incentive Award.

         (e)     No Incentive Award and no right under the Plan, contingent or
otherwise, will be assignable or subject to any encumbrance, pledge or charge
of any nature except that, under such rules and regulations as the Company may
establish pursuant to the terms of the Plan, a beneficiary may be designated
with respect to an Incentive Award in the event of death of a Participant.  If
such beneficiary is the executor or administrator of the estate of the
Participant, any rights with respect to such Incentive Award may be transferred
to the person or persons or entity (including a trust) entitled thereto under
the will of the holder of such Incentive Award.

         (f)     The Company may make a loan to a Participant who is a
full-time employee in connection with (i) the exercise of an Option in an
amount not to exceed the aggregate exercise price of the Option being exercised
and the grossed up amount of any Federal and state taxes payable in connection
with such exercise for the purpose of assisting such optionee to exercise such
Option, and (ii) the vesting of an Incentive Stock Award in an amount equal to
the grossed up amount of any Federal and state taxes payable as a result of
such vesting.  Any such loan may be secured by shares of Common Stock or other
collateral deemed adequate by the Committee and will comply in all respects
with all applicable laws and regulations.  The Committee may adopt policies
regarding eligibility for such loans, the maximum amounts thereof and any terms
and conditions not specified in the Plan upon which such loans will be made.
In no event will the interest rate be less than the minimum rate established by
the Internal Revenue Service for the purpose of the purchase and sale of
property.

         (g)     The Committee may cancel, with the consent of the Participant,
all or a portion of any Option granted under the Plan to be conditioned upon
the granting to the Participant a new Option for the same or a different number
of shares as the Option surrendered, or may require such voluntary





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surrender as a condition to a grant of a new Option to such Participant.  Such
Option shall be exercisable at the price, during the period, and in accordance
with any other terms or conditions specified by the Committee at the time the
new Option is granted, all determined in accordance with the provisions of the
Plan without regard to the price, period of exercise, or any other terms or
conditions of the Option surrendered.

         (h)     The forms of Options granted under the Plan may contain such
other provisions as the Committee may deem advisable.  Without limiting the
foregoing and if so authorized by the Committee, the Company may, with the
consent of the Participant, and at any time or from time to time, cancel all or
a portion of any Option granted under the Plan then subject to exercise and
discharge its obligation in respect of the Option either by payment to the
Participant of an amount of cash equal to the excess, if any, of the Fair
Market Value, at such time, of the shares subject to the portion of the Option
so canceled over the aggregate purchase price specified in the Option covering
such shares, or by issuance or transfer to the Participant of shares of Common
Stock with a Fair Market Value, at such time, equal to any such excess, or by a
combination of cash and shares.  Upon any such payment of cash or issuance of
shares, (i) there shall be charged against the aggregate limitations set forth
in Section 3(a) a number of shares equal to the number of shares so issued plus
the number of shares purchasable with the amount of any cash paid to the
Participant on the basis of the Fair Market Value as of the date of payment,
and (ii) the number of shares subject to the portion of the Option so canceled,
less the number of shares so charged against such limitations, shall thereafter
be available for other grants.

14.      AMENDMENT AND TERMINATION.

         (a)     The Committee will have the power, in its discretion, to
amend, suspend or terminate the Plan at any time.  No such amendment will,
without approval of the stockholders of the Company, except as provided in
Section 12 of the Plan:

                 (i)      Change the class of persons eligible to receive
Incentive Awards under the Plan;

                 (ii)     Materially increase the benefits accruing to Eligible
Persons under the Plan;

                 (iii)    Increase the number of shares of Common Stock 
subject to the Plan; or

                 (iv)     Transfer the administration of the Plan to any person
who is not a Disinterested Person under the Securities Exchange Act of 1934.

         (b)     The Committee may, with the consent of a Participant, make
such modifications in the terms and conditions of an Incentive Award agreement
as it deems advisable.

         (c)     No amendment, suspension or termination of the Plan will,
without the consent of the Participant, alter, terminate impair or adversely
affect any right or obligation under any Incentive Award previously granted
under the Plan.

         (d)     An Option held by a person who was an Eligible Person at the
time such Option was granted will expire immediately if and when the
Participant ceases to be an Eligible Person, except as follows:





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                 (i)      If the employment of a Participant or the service of
an Outside Director is terminated by the Company or any subsidiary thereof
other than for cause, for which the Company will be the sole judge, then the
Options will expire eight months thereafter unless by their terms they expire
sooner.  During said period, the Options may be exercised in accordance with
their terms, but only to the extent exercisable on the date of termination of
employment.

                 (ii)     If a Participant retires at normal retirement age or
retires with the consent of the Company or any subsidiary thereof at an earlier
date, the Options of the Participant will expire, subject to the provisions of
Section 9.(d) hereof, three years thereafter unless by their terms they expire
sooner.  During said period, the Options may be exercised in accordance with
their terms, but only to the extent exercisable on the date of retirement.

                 (iii)    If the Participant dies or becomes permanently and
totally disabled while employed by the Company, the Options of the Participant
will expire, subject to the provision of Section 9.(d) hereof, three years
after the date of death or permanent and total disability unless by their terms
they expire sooner.  If the Participant dies or becomes permanently and totally
disabled within the eight months referred to in paragraph (i) above, the
Options will expire, subject to the provision of Section 9.(d) hereof, one year
after the date of death or permanent and total disability, unless by their
terms they expire sooner.  If the Participant dies or becomes permanently and
totally disabled within the three-year period referred to in subparagraph (ii)
above, the Options will expire, subject to the provisions of Section 9.(d)
hereof, upon the later of three years after retirement or one year after the
date of death or permanent and total disability, unless by their terms they
expire sooner.

         (e)     The Committee may in its sole discretion determine, (i) with
respect to an Incentive Award, that any Participant who is on leave of absence
for any reason will be considered as still in the employ of the Company,
provided that rights to such Incentive Award during a leave of absence will be
limited to the extent to which such right was earned or vested at the
commencement of such leave of absence, or (ii) with respect to any Options of
any Participant who is retiring at normal retirement age or with the consent of
the Company or any subsidiary thereof at an earlier age, that the Options of
such Participant will accelerate and become fully exercisable on a date
specified by the Committee which is not later than the effective date of such
retirement.

15.      EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.

         This Plan will become effective upon adoption by the Board and the
holders of a majority of the outstanding shares at a meeting of stockholders of
the Company.  Unless previously terminated, the Plan will terminate on March
31, 2004.





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