AMENDMENT TO THIRD AMENDED AND RESTATED STOCK OPTION PLAN


The Third Amended and Restated Stock Option Plan is amended by deleting
paragraph 3 thereof and inserting in lieu thereof the following paragraphs:

     3.   ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the
Board, except to the extent the Board delegates its authority to a committee of
the Board (the "Committee") which, must consist solely of directors, and with
respect to grants to directors or officers, must consist solely of two or more
Non-Employee Directors, as defined in Rule 16b-3, promulgated pursuant to
Section 16 of the 1934 Act ("Rule 16b-3") and must consist only of "Outside
Directors" in compliance with Section 162(m)(4)(C) of the Code for purposes of
grants to the chief executive officer and other executive officers whose
compensation limit may otherwise exceed the deduction limit of Section 162(m) of
the Code.  The Compensation Committee may create a subcommittee for purposes of
Grants to officers and directors if the Committee would otherwise not qualify.
References herein to the "Committee" shall include any such subcommittee.  All
references in this Plan to the Administrator shall mean the Board, unless it has
delegated its authority to the Committee, in which event Administrator shall
mean the Committee.  With respect to the Grants of Options to directors,
officers and beneficial owners of more than 10% of a class of equity security
registered pursuant to the 1934 Act, the Plan shall be administered in such
manner as will enable compliance with Rule 16b-3.  Grants made to executive
officers subject to Section 162(m) of the Code shall be contingent on
shareholder approval of the material terms of the Plan to the extent required
under Section 162(m).

     Subject to the terms of the Plan, the Board, the Committee or the
shareholders, as the case may be, shall have concurrent authority to determine
the persons to whom Options shall be granted, the number of shares covered by
each Option, the price per share specified in each Option, the time or times at
which Options shall be granted and the terms and provisions of the instruments
by which Options shall be evidenced.  The Administrator is authorized to
interpret the provisions of the Plan or of any Option or Option agreement and to
make all rules and determinations which it deems necessary or advisable for the
administration of the Plan, provided, however, that all such interpretations,
rules and determinations shall be made and prescribed in the context of
preserving the tax status under Code Section 422 of those Options which are
designated as Incentive Stock Options.  Subject to the foregoing, the
interpretation and construction by the Administrator of any provisions of the
Plan or of any Option granted under it shall be final.  No member of the Board
or the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option granted under it.



           SECOND AMENDMENT TO THIRD AMENDED AND RESTATED STOCK OPTION PLAN


The Third Amended and Restated Stock Option Plan is amended by deleting
paragraphs 8 and 14 thereof and inserting in lieu thereof the following
paragraphs:

     8.   OPTION DURATION.  Subject to earlier termination as provided in
paragraphs 10, 11, 12, 13 and 19, each Option shall expire on the date specified
by the Administrator, consistent with the terms of the specific Grant, but not
more than ten years from the date of grant, provided, however, that for
optionees who own more than 10% of the total combined voting power of all
classes of share capital of the Company or a subsidiary, each INCENTIVE STOCK
Option shall terminate not more than five years from the date of the Grant.
Subject to Paragraph 18, the Administrator may extend the term of any previously
granted Option provided that such Option, as extended, expires within ten years
of its original date of grant.


     14.  ASSIGNABILITY.  UNLESS ASSIGNMENT TO IMMEDIATE FAMILY MEMBERS IS
SPECIFICALLY PERMITTED IN AN OPTION AGREEMENT EVIDENCING A NON QUALIFIED STOCK
OPTION (WHICH MAY BE INCLUDED IN THE AGREEMENT ONLY WITH THE CONSENT OF THE
ADMINISTRATOR), no Option shall be assignable or transferable by the optionee
except by will or by the laws of descent and distribution or if such Option is
not an Incentive Stock Option, pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, and during the lifetime of the optionee each
Option shall be exercisable only by him or his legal representative, except in
the case of Incentive Stock Options, only as permitted by Section 422(b)(5) of
the Code.  Such Option shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise, except as provided above) and shall
not be subject to execution, attachment or similar process.  Any attempted
transfer, assignment, pledge, hypothecation or other disposition of any Option
or of any rights granted thereunder contrary to the provisions of this Plan, or
the levy of any attachment or similar process upon an Option, shall be null and
void.



          THIRD AMENDMENT TO THIRD AMENDED AND RESTATED STOCK OPTION PLAN


The Third Amended and Restated Stock Option Plan is amended by deleting
paragraph 5 thereof and inserting in lieu thereof the following paragraphs:

     5.   STOCK.  The stock subject to the Options shall be authorized but
unissued shares of Common Stock of the Company, no par value (the "Common
Stock"), or shares of Common Stock reacquired by the Company, including shares
purchased in the open market.  The aggregate number of shares which may be
issued pursuant to the Plan is 1,450,000, subject to adjustment as provided in
paragraph 15; provided however, that the number of shares with respect to which
Options may be granted to any single executive officer of the Company during any
fiscal year shall not exceed 300,000 shares of Common Stock.  In the event any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part, the unpurchased shares subject thereto, shall again be
available for Grants of Options under the Plan, provided that an Option that
expires or terminates for any reason or ceases to be exerciseable in the fiscal
year in which it is granted will continue to be counted against the individual
limit on Options granted to a single executive officer in any fiscal year.  The
shares issued upon exercise of Options granted under the Plan may be authorized
and unissued shares or shares held by the Company in its treasury, or both.