Exhibit 4.1
                       LCA-VISION INC.
             1995 LONG-TERM STOCK INCENTIVE PLAN
                (Amended as of June 5, 1996)

1.  Purposes:  The purposes of this Plan are (a) to secure for the
Company the benefits of incentives inherent in ownership of Common
Stock by Eligible Employees, (b) to encourage Eligible Employees to
increase their interest in the future growth and prosperity of the
Company and to stimulate and sustain constructive and imaginative
thinking by Eligible Employees, (c) to further the identity of
interest of those who hold positions of major responsibility in the
Company and its Subsidiaries with the interests of the Company's
stockholders, (d) to induce the employment or continued employment
of Eligible Employees and (e) to enable the Company to compete with
other organizations offering similar or other incentives in
obtaining and retaining the services of competent employees.

2.  Definitions:  Unless otherwise required by the context, the
following terms when used in this Plan shall have the meanings set
forth in this section 2.

Board of Directors:  The Board of Directors of the Company.

Change of Control:  The event which shall be deemed to have occurred
if either (i) after the date this Plan is adopted by the Company's
stockholders, without prior approval of the Board, any "person"
becomes a beneficial owner, directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of
the Company's then outstanding securities; or (ii) without prior
approval of the Board, as a result of, or in connection with, or
within two years following, a tender or exchange offer for the
voting stock of the Company, a merger or other business combination
to which the Company is a party, the sale or other disposition of
all or substantially all of the assets of the Company, a
reorganization of the Company, or a proxy contest in connection with
the election of members of the Board of Directors, the persons who
were directors of the Company immediately prior to any of such
transactions cease to constitute a majority of the Board of
Directors or of the board of directors of any successor to the
Company (except for resignations due to death, disability or normal
retirement).  For purposes of this definition, a person shall be
deemed the "beneficial owner" of any securities (i) which such
person or any of its Affiliates or Associates beneficially owns,
directly or indirectly; or (ii) which such person or any of its
Affiliates or Associates, has directly or indirectly, (1) the right
to acquire (whether such right is exercisable immediately or only
after the passage of time), pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (2) the right to vote
pursuant to any agreement, arrangement or understanding; or (iii)
which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any securities. For
purposes of this definition, a  "person" shall mean any individual,
firm, company, partnership, other entity or group, and the terms
"Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as in effect on the date
the Plan is approved by the stockholders of the Company and becomes
effective.

Committee:  The Committee of the Board of Directors designated to
administer this Plan pursuant to the provisions of section 12.

Common Stock:  The Common Stock of the Company, par value $.001 per
share.  

Company: LCA-Vision Inc., a Delaware corporation.

Eligible Employee:  An employee or consultant of the Company or of
a Subsidiary who in the opinion of the Committee can contribute
significantly to the growth and successful operations of the Company
or a Subsidiary.  The recommendation of the grant of a Stock
Incentive to an employee or consultant by the Committee shall be
deemed a determination by the Committee that such employee or
consultant is an Eligible Employee.  As used herein, "consultant"
means an independent contractor performing services for the Company
which the Committee believes are material to the Company's business
and/or business prospects.  For the purposes of this Plan,
references to employment of an Eligible Employee shall include the
period of retention of a consultant by the Company in cases where an
Eligible Employee is a consultant.

Fair Market Value:  As applied to any date, the mean of the highest
bid and the lowest asked prices of a share of Common Stock on the
Nasdaq SmallCap Market, Nasdaq National Market System or any
exchange on which the Company's Common Stock may be listed in the
future for the trading date immediately prior to the date for which
the valuation is to be effective; provided, however, that, if the
Common Stock is not so quoted, Fair Market Value shall be determined
in accordance with the method approved by the Board of Directors,
and, provided further, if any of the foregoing methods of
determining Fair Market Value shall not be consistent with the
regulations of the Secretary of the Treasury or his delegate at the
time applicable to a Stock Incentive of the type involved, Fair
Market Value in the case of such Stock Incentive shall be determined
in accordance with such regulations and shall mean the value as so
determined.

Incentive Compensation:  Bonuses, extra and other compensation
payable in addition to a salary or other base amount, whether
contingent or discretionary or required to be paid pursuant to an
agreement, resolution or arrangement, and whether payable currently,
or on a deferred basis, in cash, Common Stock or other property,
awarded by the Company or a Subsidiary prior or subsequent to the
date of the approval and adoption of this Plan by the stockholders
of the Company.  

Incentive Option:  An option granted under this Plan which is
designated to be an incentive stock option under the provisions of
Section 422 of the Internal Revenue Code of 1986, as amended; and
any provisions elsewhere in this Plan or in any such Incentive
Option which would prevent such option from being an incentive stock
option may be deleted and/or voided retroactively to the date of the
granting of such option, by action of the Committee.

Nonqualified Option:  An option granted under this Plan which is not
an incentive stock option under the provisions of Section 422 of the
Internal Revenue Code of 1986, as amended; and which is exercisable
even though there is outstanding an Incentive Option which was
granted before the granting of the Nonqualified Option to the same
participant.  Such Nonqualified Option shall not be affected by any
actions taken retroactively as provided above with respect to
Incentive Options.

Option:  An option to purchase shares of Common Stock.

Performance Objectives:  Stated criteria which may, but need not be
set forth in a Stock Incentive at the discretion of the Committee,
the successful attainment of which is specified in the Stock
Incentive as a condition precedent to the issuance, transfer or
retention of some or all of the shares of Common Stock covered by
the Stock Incentive.  Performance Objectives may be personal and/or
corporate in nature and shall include, but shall not be limited to,
objectives determined by reference to or changes in (a) the Fair
Market Value, book value or earnings per share of Common Stock, or
(b) sales and revenues, income, profits and losses, return on
capital employed, or net worth of the Company (on a consolidated or
unconsolidated basis) or of any or more of its groups, divisions,
Subsidiaries or departments, or (c) a combination of two or more of
the foregoing or other factors.

Plan:  The LCA-Vision Inc. 1995 Long-Term Stock Incentive Plan
herein set forth as the same may from time to time be amended.

Stock Appreciation Right (SAR):  A right to receive cash, shares of
Common Stock, or a combination thereof, as the case may be, having
an aggregate value equal to the excess of the Fair Market Value of
one share of Common Stock on the date of exercise of such right over
the Fair Market Value of one such share on the date of grant of such
right.

Stock Award:  An issuance or transfer of shares of Common Stock at
the time the Stock Incentive is granted or as soon thereafter as
practicable, or an undertaking to issue or transfer such shares in
the future.

Stock Incentive:  A stock incentive granted under this Plan in one
of the forms provided for in section 3.

Subsidiary:  A company or other entity designated by the Committee
in which the Company has a significant equity interest, except that,
with respect to grants of Incentive Options, the term "Subsidiary"
shall be deemed to mean a company or other form of business
association of which shares (or other ownership interests) having
50% or more of the voting power are owned or controlled, directly or
indirectly, by the Company.

3.  Grants of Stock Incentives:

(a) Subject to the provisions of this Plan, the Committee may at any
time, or from time to time, grant Stock Incentives under this Plan
to, and only to, Eligible Employees.  

(b) Stock Incentives may be granted in the following forms:

(i) an Option, or 

(ii) a SAR, or

(iii) a Stock Award, or

(iv)  a combination of an Option, a SAR, and/or a Stock Award.

(c) Stock Incentives contingently granted prior to the approval of
this Plan by the Company's stockholders but subject to such approval
shall be deemed to be granted hereunder as of the date of such
stockholder approval.

4.  Stock Subject to this Plan:

The maximum aggregate number of shares of Common Stock subject to
Stock Incentives that may be granted to participants in the Plan
shall be 2,500,000.  Shares of Common Stock subject to Stock
Incentives granted under this Plan may be either authorized but
unissued shares or shares held in the Company's treasury, or any
combination thereof, in the discretion of the Committee.

(a) The initial maximum amount of Common Stock with respect to which
Stock Incentives may be granted to any person shall be 500,000
shares and, thereafter, the maximum amount of Common Stock with
respect to which Stock Incentives may be granted to any person
during any calendar year shall be 250,000 shares.

(b) The number of shares of Common Stock which may be granted under
the Plan as Stock Awards in any calendar year shall not exceed
1,250,000.

5. Options:  Stock Incentives in the form of Options shall be
subject to the following provisions:

(a) Upon the exercise of an Option, the purchase price shall be paid
in cash or, unless otherwise provided by the Committee (and subject
to such terms and conditions as are specified in the Option or by
the Committee), in shares of Common Stock delivered to the Company
by the optionee or by the withholding of shares issuable upon
exercise of the Option or in a combination of such payment methods. 
Shares of Common Stock thus delivered or withheld shall be valued at
their Fair Market Value on the date of the exercise.  The purchase
price per share shall be not less than 100% of the Fair Market Value
of a share of Common Stock on the date the Option is granted.

(b) Each Option shall be exercisable in one or more installments at
such time or times as the Committee shall determine.  Unless
otherwise provided in the Option, an Option, to the extent it is or
becomes exercisable, may be exercised at any time in whole or in
part until the expiration or termination of the Option.  Any term or
provision in any outstanding Option specifying that the Option not
be immediately exercisable or that it be exercisable in installments
may be modified at any time during the life of the Option by the
Committee, provided, however, no such modifications of an
outstanding Option shall, without the consent of the optionee,
adversely affect any Option theretofore granted to the optionee.

(c) Each Option shall be exercisable during the life of the optionee
only by the optionee and, after the optionee's death, only by the
optionee's estate or by a person who acquired the right to exercise
the Option by will or the laws of descent and distribution.  An
Option, to the extent that it shall not have been exercised, shall
terminate at the close of business on the thirtieth day following
the date the optionee ceases to be an employee of the Company or a
Subsidiary, unless the optionee ceases to be an employee because of
resignation with the consent of the Committee (which consent may be
given before or after resignation), or by reason of death,
incapacity or retirement under a retirement plan of the Company or
a Subsidiary.  Except as provided in the next sentence, if the
optionee ceases to be an employee by reason of such resignation, the
Option shall terminate three months after the optionee ceases to be
an employee.  If the optionee ceases to be an employee by reason of
such death, incapacity or retirement, or if the optionee should die
during the three-month period referred to in the preceding sentence,
the Option shall terminate fifteen months after the optionee ceases
to be an employee.  Where an Option is exercised more than three
months after the optionee ceased to be an employee, the Option may
be exercised only to the extent it could have been exercised on the
date three months after the optionee ceased to be an employee.  A
leave of absence for military or governmental service or for other
purposes shall not, if approved by the Committee, be deemed a
termination of employment within the meaning of this paragraph (c). 
Notwithstanding the foregoing provisions of this paragraph (c) or
any other provisions of this Plan, no Option shall be exercisable
after expiration of the term for which the Option was granted, which
shall in no event exceed ten years.

(d) Options shall be granted for such lawful consideration as the
Committee shall determine.

(e) No Option nor any right thereunder may be assigned or
transferred by the optionee except by will or the laws of descent
and distribution.  If so provided in the Option or if so authorized
by the Committee and subject to such terms and conditions as are
specified in the Option or by the Committee, the Company shall have
the right, upon or without the request of the holder of the Option
and at any time or from time to time, to cancel all or a portion of
the Option then subject to exercise and either (i) pay the holder an
amount of money equal to the excess, if any, of the Fair Market
Value, at such time or times, of the shares subject to the portion
of the Option so canceled over the aggregate purchase price of such
shares, or (ii) issue or transfer shares of Common Stock to the
holder with a Fair Market Value, at such time or times, equal to
such excess.

(f) Each Option shall be evidenced by a written instrument, which
shall contain such terms and conditions (including, without
limitation, Performance Objectives), and shall be in such form, as
the Committee may determine, provided the Option is consistent with
this Plan and incorporates it by reference.  Notwithstanding the
preceding sentence, an Option if so recommended by the Committee,
may include restrictions and limitations in addition to those
provided for in this Plan.

(g) Any federal, state or local withholding taxes payable by an
optionee upon the exercise of an Option shall be paid in cash or,
unless otherwise provided by the Committee, by the surrender of
shares of Common Stock or the withholding of shares of Common Stock
to be issued to the optionee, or in any combination thereof, or in
such other form as the Committee may authorize from time to time. 
All such shares so surrendered or withheld shall be valued at Fair
Market Value on the date they are surrendered to the Company or
authorized to be withheld.

(h) Options may be either Incentive Options or Nonqualified Options
at the discretion of the Committee.  Options not otherwise
designated shall be Nonqualified Options.  Notwithstanding any other
provisions herein, the following provisions shall apply to Incentive
Options:  (i) the exercise price of any Incentive Option granted to
any person who on the date of grant owns (within the meaning of
Section 425(d) of the Internal Revenue Code) stock possessing more
than 10% of the total combined voting power of all classes of stock
of the Company or any Subsidiary shall not be less than 110% of the
Fair Market Value of the stock on the date of grant; (ii) the
maximum term of any Incentive Option granted hereunder shall be ten
years, except that the maximum term of any Incentive Option granted
to a person described in section 5(h)(i) above shall be five years;
(iii) no Incentive Option may be granted subsequent to the tenth
anniversary of the date of stockholder approval of this Plan; (iv)
Incentive Options may only be granted to persons who are employees
of the Company or any Subsidiary within the meaning of the Internal
Revenue Code; and (v) Incentive Options may not be granted with
respect to more than an aggregate of 10 million shares of Common
Stock under this Plan.

6. Stock Appreciation Rights:  Stock Incentives in the form of Stock
Appreciation Rights (SAR's) shall be subject to the following
provisions:

(a) Each SAR shall be evidenced by a written instrument (the "SAR
Agreement") specifying the number of shares of Common Stock to which
it relates and containing such other terms and conditions (which
may, but need not, include Performance Objectives), and shall be in
such form as the Committee may determine, provided the SAR is
consistent with this Plan and incorporates it by reference.

(b) Each SAR Agreement shall specify the period during which the
pertinent SAR(s) may be exercised and shall provide that the SAR(s)
shall expire at the end of such period (or periods); provided that
such expiration date shall not be later than ten  years from the
date of grant thereof.  Except as otherwise provided herein, any SAR
must be exercised during the period of the holder's employment with
the Company.  Each SAR may be exercisable in full or in part in one
or more installments at such time or times as the Committee shall
determine.  Unless otherwise provided in the SAR Agreement, a SAR,
to the extent it is or becomes exercisable, may be exercised at any
time in whole or in part until the expiration or termination of the
SAR.  Any term or provisions in any outstanding SAR specifying that
the SAR not be immediately exercisable or that it is to be
exercisable in installments may be modified at any time during the
life of the SAR by the Committee, provided, however, no such
modifications of any outstanding SAR shall, without the consent of
the grantee adversely affect any SAR theretofore granted the
grantee.

(c) Each SAR shall be exercisable during the life of the grantee
only by the grantee and, after the grantee's death, only by the
grantee's estate or by a person who acquired the right to exercise
the SAR by will or the laws of descent and distribution.  A SAR, to
the extent that it shall not have been exercised, shall terminate at
the close of business on the thirtieth day following the date the
grantee ceases to be an employee of the Company or a Subsidiary,
unless the grantee ceases to be an employee because of resignation
with the consent of the Committee (which consent may be given before
or after resignation), or by reason of death, incapacity or
retirement under a retirement plan of the Company or a Subsidiary. 
Except as provided in the next sentence, if the grantee ceases to be
an employee by reason of such resignation, the SAR shall terminate
three months after the grantee ceases to be an employee.  If the
grantee ceases to be an employee by reason of such death, incapacity
or retirement, or if the grantee should die during the three-month
period referred to in the preceding sentence, the SAR shall
terminate fifteen months after the grantee ceases to be an employee. 
Where a SAR is exercised more than three months after the grantee
ceased to be an employee the SAR may be exercised only to the extent
it could have been exercised on the date three months after the
grantee ceased to be an employee.  A leave of absence for military
or governmental service or for other purposes shall not, if approved
by the Committee, be deemed a termination of employment within the
meaning of this paragraph (c).

(d) No SAR may be assigned or transferred by the grantee except by
will or the laws of descent and distribution.

(e) If the form of consideration to be received upon exercise of the
SAR is not specified in the agreement governing the SAR, upon the
exercise thereof, the holder may request the form of consideration
to be received in satisfaction of such SAR, which may be in shares
of Common Stock (valued at Fair Market Value on the date of exercise
of the SAR), or in cash, or partly in cash and partly in shares of
Common Stock, as the holder shall request; provided, however, that
the Committee, in its sole discretion, may consent to or disapprove
any request of the grantee to receive cash in full or partial
settlement of such SAR.

(f) Any federal, state or local withholding taxes payable by the
grantee upon the exercise of a SAR shall be paid in cash or, unless
otherwise provided by the Committee, by the surrender of shares of
Common Stock in the case of a SAR to be paid in the form of Common
Stock, or by the withholding of shares of Common Stock to be issued
to the grantee, or in any combination thereof, or in such other form
as the Committee may authorize from time to time.  All such shares
so surrendered or withheld shall be valued at Fair Market Value on
the date they are surrendered to the Company or authorized to be
withheld.

7. Stock Awards:  Stock Incentives in the form of Stock Awards shall
be subject to the following provisions:

(a) A Stock Award shall be granted only in payment of Incentive
Compensation that has been earned or as Incentive Compensation to be
earned, including, without limitation, Incentive Compensation
awarded concurrently with or prior to the grant of the Stock Award.

(b) For the purposes of this Plan, in determining the value of a
Stock Award, all shares of Common Stock subject to such Stock Award
shall be valued at not less than 100% of the Fair Market Value of
such shares on the date such Stock Award is granted, regardless of
whether or when such shares are issued or transferred to the
Eligible Employee and whether or not such shares are subject to
restrictions which affect their value.

(c) Shares of Common Stock subject to a Stock Award may be issued or
transferred to the Eligible Employee at the time the Stock Award is
granted, or at any time subsequent thereto, or in installments from
time to time, as the Committee shall determine.  In the event that
any such issuance or transfer shall not be made to the Eligible
Employee at the time the Stock Award is granted, the Committee may
provide for payment to such Eligible Employee, either in cash or in
shares of Common Stock from time to time or at the time or times
such shares shall be issued or transferred to such Eligible
Employee, of amounts not exceeding the dividends which would have
been payable to such Eligible Employee in respect of such shares (as
adjusted under section 9) if they had been issued or transferred to
such Eligible Employee at the time such Stock Award was granted. 
Any amount payable in shares of Common Stock under the terms of a
Stock Award may, at the discretion of the Company, be paid in cash,
on each date on which delivery of shares would otherwise have been
made, in an amount equal to the Fair Market Value on such date of
the shares which would otherwise have been delivered.

(d) A Stock Award shall be subject to such terms and conditions,
including, without limitation, restrictions on sale or other
disposition of the Stock Award or of the shares issued or
transferred pursuant to such Stock Award, as the Committee shall
determine; provided, however, that upon the issuance or transfer of
shares pursuant to a Stock Award, the recipient shall, with respect
to such shares, be and become a stockholder of the Company fully
entitled to receive dividends, to vote and to exercise all other
rights of a stockholder except to the extent otherwise provided in
the Stock Award.  The Committee may, in its sole discretion, but
shall not be required to, specify in any Stock Award that the
issuance, transfer and/or retention of some or all of the shares of
Common Stock covered by the Stock Award shall be subject to the
attainment of Performance Objectives.  Each Stock Award shall be
evidenced by a written instrument in such form as the Committee
shall determine, provided such written instrument is consistent with
this Plan and incorporates it by reference.

(e) In the event the holder of shares of Common Stock subject to a
Stock Award dies prior to the time such shares are no longer subject
to forfeiture pursuant to the terms of the Stock Award, the estate
of such holder may retain such shares subject to the restrictions
set forth in the Stock Award.

8.  Combinations of Stock Awards and Options:  Stock Incentives
authorized by paragraph (b)(iv) of section 3 in the form of
combinations of Options, SAR's and/or Stock Awards, shall be subject
to the following provisions:

(a) A Stock Incentive may be a combination of any form of Option
with any form of SAR and/or with any form of Stock Award; provided,
however, that the terms and conditions of such Stock Incentive
pertaining to an Option are consistent with section 5, the terms and
conditions of such Stock Incentive pertaining to a SAR are
consistent with section 6, and the terms and conditions of such
Stock Incentive pertaining to a Stock Award are consistent with
section 7.

(b) Such combination Stock Incentive shall be subject to such other
terms and conditions as the Committee may determine, including,
without limitation, a provision terminating in whole or in part a
portion thereof upon the exercise in whole or in part of another
portion thereof.  Such combination Stock Incentive shall be
evidenced by a written instrument in such form as the Committee
shall determine, provided it is consistent with this Plan and
incorporates it by reference.

9. Adjustment Provisions:  In the event that any recapitalization,
reclassification, forward or reverse split of shares of Common
Stock, or any similar transaction shall be effected, or the
outstanding shares of Common Stock are, in connection with a merger
or consolidation of the Company or a sale by the Company of all or
a part of its assets, exchanged for a different number of class of
shares of stock or other securities of the Company or for shares of
the stock or other securities of any other company, or a record date
for determination of holders of Common Stock entitled to receive a
dividend payable in Common Stock shall occur, (a) the number and
class of shares or other securities that may be issued or
transferred pursuant to Stock Incentives or with respect to which a
cash payment pursuant to the Stock Incentive is determinable, (b)
the number and class of shares or other securities which have not
been issued or transferred under outstanding Stock Incentives, (c)
the purchase price to be paid per share or other security under
outstanding Options, and (d) the price to be paid by the Company or
a Subsidiary for shares or other securities issued or transferred
pursuant to Stock Incentives which are subject to a right of the
Company or a Subsidiary to reacquire such shares or other
securities, shall in each case be equitably adjusted.

10. Acceleration:  In the event of a Change of Control, any Stock
Incentives which have then been outstanding hereunder for at least
six months shall be immediately exercisable (without regard to any
limitation imposed by the Plan or the Committee at the time the
Stock Incentive was granted, which permits all or any part of the
Stock Incentive to be exercised only after the lapse of time or the
attainment of Performance Objectives or other conditions to
exercise), and will remain exercisable until the expiration of the
Stock Incentive.

11. Term:  This Plan shall be deemed adopted and shall become
effective on the date it is approved and adopted by the stockholders
of the Company.  This Plan shall remain in effect until such time as
it is terminated by the Board of Directors; provided, however, that
no Incentive Options may be granted after the tenth anniversary of
the effective date of the Plan.

12.  Administration:

(a) The Plan shall be administered by the Committee, which shall
consist of not less than two directors of the Company designated by
the Board of Directors in accordance with the Code of Regulations of
the Company; provided, however, that no director shall be designated
as or continue to be a member of the Committee unless such director
shall at the time of designation and service be a "disinterested
person" within the meaning of Rule 16b-3 of the Securities and
Exchange Commission (or any successor provision at the time in
effect).  Grants of Stock Incentives may be recommended by the
Committee either with or without consultation with employees, but,
anything in this Plan to the contrary notwithstanding, the Committee
shall have full authority to act in the matter of selection of all
Eligible Employees and in recommending Stock Incentives to be
granted to them.

(b) The Committee may establish such rules and regulations, not
inconsistent with the provisions of this Plan, as it deems necessary
to determine eligibility to participate in this Plan and for the
proper administration of this Plan, and may amend or revoke any rule
or regulation so established.  The Committee may make such
determinations and interpretations under or in connection with this
Plan as it deems necessary or advisable.  All such rules,
regulations, determinations and interpretations shall be binding and
conclusive upon the Company, its Subsidiaries, its stockholders and
all employees, and upon their respective legal representatives,
beneficiaries, successors and assigns and upon all other persons
claiming under or through any of them.

(c) Members of the Board of Directors and members of the Committee
acting under this Plan shall be fully protected in relying in good
faith upon the advice of counsel and shall incur no liability except
for gross negligence or willful misconduct in the performance of
their duties.

13. Acquisitions:  If the Company or any Subsidiary should merge or
consolidate with, or purchase stock or assets or otherwise acquire
the whole or part of the business of, another company, the Company
in connection therewith, upon the recommendation of the Committee
and the approval of the Board of Directors, (a) may assume, in whole
or in part and with or without modifications or conditions, any
stock options granted by the acquired company to its employees, in
their capacity as such, or (b) may grant new Options in substitution
therefore; provided that the granting of an Option with the terms
and conditions of the assumed or substitute  options is permissible
under either this Plan or a plan approved by the stockholders of the
acquired company.  For the purposes of the preceding sentence, the
permissibility of the granting of an option under a plan shall be
determined as of the date of grant of the original option by the
acquired company and not as of the date of assumption or
substitution by the Company.

14. General Provisions:

(a) Nothing in this Plan nor in any instrument executed pursuant
hereto shall confer upon any employee any right to continue in the
employ of the Company or a Subsidiary, or shall affect the right of
the Company or of a Subsidiary to terminate the employment of any
employee with or without cause.

(b) No shares of Common Stock shall be issued or transferred
pursuant to a Stock Incentive unless and until all legal
requirements applicable to the issuance or transfer of such shares,
in the opinion of counsel to the Company, have been complied with. 
In connection with any such issuance or transfer the person
acquiring the shares shall, if requested by the Company, give
assurances, satisfactory to counsel to the Company, that the shares
are being acquired for investment and not with a view to resale or
distribution thereof and assurances in respect of such other matters
as the Company or a Subsidiary may deem desirable to assure
compliance with all applicable legal requirements.  No employee
(individually or as a member of a group), and no beneficiary or
other person claiming under or through him, shall have any right,
title or interest in or to any shares of Common Stock allocated or
reserved for the purposes of this Plan or subject to any Stock
Incentive except as to shares of Common Stock, if any, as shall have
been issued or transferred to him.

(c) The Company or a Subsidiary may, with the approval of the
Committee, enter into an agreement or other commitment to grant a
Stock Incentive in the future to a person who is or will be an
Eligible Employee at the time of grant, and, notwithstanding any
other provision of this Plan, any such agreement or commitment shall
not be deemed the grant of a Stock Incentive until the date on which
the Company takes action to implement such agreement or commitment.

(d) In the case of a grant of a Stock Incentive to an employee of a
Subsidiary, such grant may, if the Committee so directs, be
implemented by the Company issuing or transferring the shares, if
any, covered by the Stock Incentive to the Subsidiary, for such
lawful consideration as the Committee may specify, upon the
condition or understanding that the Subsidiary will transfer the
shares to the employee in accordance with the terms of the Stock
Incentive specified by the Committee pursuant to the provisions of
this Plan.  Notwithstanding any other provision hereof, such Stock
Incentive may be issued by and in the name of the Subsidiary and
shall be deemed granted on the date it is approved by the Committee
on the date it is delivered by the Subsidiary or on such other date
between said two dates, as the Committee shall specify.

(e) The Company or a Subsidiary may make such provisions as it may
deem appropriate for the withholding of any taxes which the Company
or a Subsidiary determines it is required to withhold in connection
with any Stock Incentive.

(f) Nothing in this Plan is intended to be a substitute for, or
shall preclude or limit the establishment or continuation of, any
other plan, practice or arrangement for the payment of compensation
or fringe benefits to employees generally, or to any class or group
of employees, which the Company or any Subsidiary or other affiliate
now has or may hereafter lawfully put into effect, including,
without limitation, any retirement, pension, group insurance, stock
purchase, stock bonus or stock option plan.

15. Amendments and Discontinuance:

(a) This Plan may be amended by the Board of Directors upon the
recommendation of the Committee, provided that, without the approval
of the stockholders of the Company, no amendment shall be made which
(i) increases the maximum aggregate number of shares of Common Stock
that may be issued or transferred pursuant to Stock Incentives as
provided in  section , (ii) withdraws the administration of this
Plan from the Committee or amends the provisions of paragraph (a) of
section 12 with respect to eligibility and disinterest  of members
of the Committee, (iii) permits any person who is not at the time an
Eligible Employee of the Company or of a Subsidiary to be granted a
Stock Incentive, (iv) permits any Option to be exercised more than
ten years after the date it is granted, (v) amends section 11 to
extend the date set forth therein or (vi) amends this section 15.

(b) The Board of Directors may by resolution adopted by a majority
of the entire Board of Directors discontinue this Plan.

(c) No amendment or discontinuance of this Plan by the Board of
Directors or the stockholders of the Company shall, without the
consent of the employee, adversely affect any Stock Incentive
theretofore granted to such employee.