Exhibit 10(k)


Amendments dated April 24, 2000 to the 1995 Stock Option Plan dated January 27,
1998, as amended and restated.


The following sections of the 1995 Stock Option Plan, as amended, are amended
and restated to read in their entirety as follows with respect to all currently
outstanding and future option grants under such plan:

(1)  SECTION 9. Adjustments

        In the event of any merger, consolidation, reorganization,
     recapitalization, stock dividend (including without limitation, stock
     dividends consisting of securities other than the Stock), distribution
     (other than regular cash dividends), stock split, reverse stock split,
     separation, spin-off, split-off or other distribution of stock or property
     of the Company, or other change in the corporate structure or
     capitalization, there shall be appropriate adjustment made by the Board in
     the number and kind of shares or other property that may be granted in the
     aggregate and to individual Employees under the Plan, the number and the
     kind of shares or other property subject to each outstanding Stock Option
     and Stock Appreciation Right, and the option prices.


(2)  Section 2(d):

     ''Change in Control'' means:

     (1) the acquisition by any individual, entity or group (within the meaning
     of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
     the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or
     more of either (A) the then-outstanding shares of common stock of the
     Company (the "Outstanding Company Common Stock") or (B) the combined voting
     power of the then-outstanding voting securities of the Company entitled to
     vote generally in the election of directors (the "Outstanding Company
     Voting Securities"); provided, however, that, for purposes of this Section
     2(d), the following acquisitions shall not constitute a Change of Control:
     (i) any acquisition directly from the Company, (ii) any acquisition by the
     Company, or (iii) any acquisition by any employee benefit plan (or related
     trust) sponsored or maintained by the Company or any affiliated company,
     (iv) any acquisition by any corporation pursuant to a transaction that
     complies with Sections 2(d)(3)(A), 2(d)(3)(B) and 2(d)(3)(C), or (v) any
     acquisition that the Board determines, in good faith, was inadvertent, if
     the acquiring Person divests as promptly as practicable a sufficient amount
     of the Outstanding Company Common Stock and/or the Outstanding Company
     Voting Securities, as applicable, to reverse such acquisition of 25% or
     more thereof.

     (2) Individuals who, as of April 24, 2000, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to April 24, 2000 whose election, or nomination for election as
     a director by the Company's shareholders, was


     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of an
     actual or threatened election contest with respect to the election or
     removal of directors or other actual or threatened solicitation of proxies
     or consents by or on behalf of a Person other than the Board.


     (3)    Consummation of a reorganization, merger, consolidation or sale or
     other disposition of all or substantially all of the assets of the Company
     (a "Business Combination"), in each case, unless, following such Business
     Combination, (A) all or substantially all of the individuals and entities
     that were the beneficial owners of the Outstanding Company Common Stock and
     the Outstanding Company Voting Securities immediately prior to such
     Business Combination beneficially own, directly or indirectly, more than
     60% of the then-outstanding shares of common stock and the combined voting
     power of the then-outstanding voting securities entitled to vote generally
     in the election of directors, as the case may be, of the corporation
     resulting from such Business Combination (including, without limitation, a
     corporation that, as a result of such transaction, owns the Company or all
     or substantially all of the Company's assets either directly or through one
     or more subsidiaries) in substantially the same proportions as their
     ownership immediately prior to such Business Combination of the Outstanding
     Company Common Stock and the Outstanding Company Voting Securities, as the
     case may be, (B) no Person (excluding any corporation resulting from such
     Business Combination or any employee benefit plan (or related trust) of the
     Company or such corporation resulting from such Business Combination)
     beneficially owns, directly or indirectly, 25% or more of, respectively,
     the then-outstanding shares of common stock of the corporation resulting
     from such Business Combination or the combined voting power of the then-
     outstanding voting securities of such corporation, except to the extent
     that such ownership existed prior to the Business Combination, and (C) at
     least a majority of the members of the board of directors of the
     corporation resulting from such Business Combination were members of the
     Incumbent Board at the time of the execution of the initial agreement or of
     the action of the Board providing for such Business Combination; or

     (4)    Approval by the shareholders of the Company of a complete
     liquidation or dissolution of the Company.