AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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                                                                   Exhibit 10.30


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

      This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 4,
2006 (this "Agreement"), between American Railcar Industries, Inc., a Missouri
corporation (the "Company") and Mr. James A. Cowan (the "Employee") amends and
restates that employment agreement, dated December 1, 2005, between ARI and the
Employee.

1.   Employment

(a) Upon the terms and conditions hereinafter set forth, the Company hereby
agrees to employ the Employee and the Employee hereby agrees to become so
employed. During the Term of Employment (as hereinafter defined), the Employee
shall be employed in the position of the Chief Operating Officer of the Company,
reporting to James J. Unger, Chief Executive Officer of the Company and the
Board of Directors of the Company (the "Board"), and as an officer of
subsidiaries of the Company as specified and directed by the Board from time to
time, and shall perform such duties, consistent with such status and position,
as are specified from time to time by, and shall serve in such capacities at the
pleasure of, the Company and the Board, subject to the terms hereof.

(b) During the Term of Employment (as hereinafter defined), the Employee shall
devote all of his professional attention, on a full time basis, to the business
and affairs of the Company and shall use his best efforts to advance the best
interest of the Company and shall comply with all of the policies of the
Company, including, without limitation, such policies with respect to legal
compliance, conflicts of interest, confidentiality and business ethics as are
from time to time in effect.

(c) During the Term of Employment, the Employee shall not directly or indirectly
render services to, or otherwise act in a business or professional capacity on
behalf of or for the benefit of, any other "Person" (as defined below) as an
employee, advisor, member of a board or similar governing body, independent
contractor, agent, consultant, representative or otherwise, whether or not
compensated. "Person" or "person", as used in this Agreement, means any
individual, partnership, limited partnership, corporation, limited liability
company, trust, estate, cooperative, association, organization, proprietorship,
firm, joint venture, joint stock company, syndicate, company, committee,
government or governmental subdivision or agency, or other entity.

2.   Term

The employment period of the Employee hereunder shall commence on or before
December 5, 2005, and shall continue through December 31, 2008 (December 31,
2008 being the "Expiration Date"), unless earlier terminated as set forth in
this Agreement.

3.   Compensation

For all services to be performed by the Employee under this Agreement, during
the Term of Employment, the Employee shall be compensated in the following
manner:


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       (a)    Base Compensation

The Company will pay the Employee a salary (the "Base Salary") at an annual rate
of $300,000 per full 365-day year. The Base Salary shall be payable in
accordance with the normal payroll practice of the Company. The Base Salary will
be reviewed periodically by the Board of Directors as is customary with other
officers. Following such review, the Board of Directors may, at its absolute and
sole discretion, increase (but shall not be required to increase) the Base
Salary or other benefits.

      (b)    Bonus Compensation

The Company will pay the Employee an annual bonus for each calendar year of
employment ending on or after December 31, 2006, calculated based on the
achievement of objective performance targets for the Company to be set by the
Board (or a committee thereof) not later than March 31 for each such calendar
year, of up to 50% of Base Salary, if such performance targets are met. The
compensation payable as contemplated in the preceding sentence of this section
3(b) is referred to herein as "Bonus Compensation". The Bonus Compensation in
respect of any calendar year shall be paid no later than March 15 of the
following calendar year or such later day as permissible under Section 409A of
the Internal Revenue Code of 1986, as amended from time to time, (the "Code")
and the guidance issued thereunder from time to time, but in any event no later
than promptly following completion of the audited financial statements of the
Company for the calendar year in question (such date, the "Bonus Payment Date").

      (c)    Stock Options

Pursuant to the Company's 2005 Equity Incentive Plan (the "Plan"), the Company
hereby agrees to grant to the Employee, on the date that the Company enters into
an underwriting agreement with underwriters (the "Pricing Date") relating to the
Company's initial public offering registered with the Securities and Exchange
Commission on Form S-1 (the "IPO"), stock options (the "Stock Options") in
respect of a notional amount equal to 1.25% of the shares of common stock of the
Company (the "Shares") to be outstanding immediately following the IPO (without
giving effect to any exercise of the over-allotment option) at an exercise price
equal to the fair market value of the Common Stock at the time of grant (the
"Exercise Price"); provided, however, if for any reason or no reason, the IPO is
not completed within five (5) business days of the Pricing Date at the price per
share of Common Stock as set forth on the cover of the final prospectus relating
to the IPO, the Stock Options shall immediately, and without further action,
terminate. Subject to this Section 3(c), the Stock Options shall be subject to
the terms and conditions of the Plan and the Notice of Stock Option Award, each
substantially in the form attached hereto as Exhibits A-1 and A-2, respectively;
provided, however, Section 7(f)(E) of the Plan shall not apply to the Employee's
Stock Options.

      (d)    Taxes

All amounts paid to the Employee under or pursuant to this Agreement, including,
without limitation, the Base Salary and any Bonus Compensation and Stock
Options, or any other compensation or benefits, whether in cash or in kind,
shall be subject to normal federal, state and, if applicable, local or foreign
tax withholding and deductions imposed by any one or


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more federal, state, local and or foreign governments, or pursuant to any
foreign or domestic applicable law, rule or regulation.

4.   Benefits.

During the Term of Employment, and in addition to any benefits and perquisites
to which the Employee is otherwise entitled pursuant to this Agreement, the
Employee shall be entitled to receive healthcare, group term life insurance,
group long-term disability insurance, 401(k) participation, twenty business days
paid vacation per year, and other similar employee benefits at least equal to
those currently or subsequently received by other senior employees of the
Company as such may be provided by the Company in its sole and absolute
discretion from time to time. In addition, during the Term of Employment, the
Employee shall be entitled to reimbursement for the reasonable use of an
automobile and for the payment of reasonable country club dues (but, not
including initiation fees) on terms consistent to those received by other senior
employees of the Company.

5.   Termination

This Agreement shall terminate (subject to Section 9(f) below) and the Term of
Employment and the employment of Employee hereunder shall end, on the first to
occur of any of the following (each a "Termination Event"):

      (a)    The Expiration Date;

      (b)    The: (i) death of the Employee or (ii) reasonable determination of
            the Board, which determination shall be reached in consultation with
            appropriate medical professionals, that the Employee has become
            physically or mentally incapacitated so as to be unable to perform
            the essential functions of Employee's duties to the Company for 60
            consecutive days, even with reasonable accommodation, (the
            "Disability);

      (c)    The discharge of the Employee by the Company with or without Cause;
            or

      (d)    The resignation of the Employee (and without limiting the effect of
            such resignation, the Employee agrees to provide the Company with
            not less than 30 days prior written notice of his resignation, in
            which event the Company may, at its option, declare such resignation
            to be effective at any day following receipt of such notice).

The Company may discharge the Employee at any time, for any reason or no reason,
with or without Cause. As used herein, "Cause" is defined as the Employee's: (i)
failure to perform substantially the duties of the Chief Operating Officer of
the Company (other than any such failure resulting from incapacity due to
Disability), (ii) charged with any crime other than traffic violations, (iii)
engagement in an act of fraud or of willful dishonesty towards the Company, (iv)
material breach of this Agreement, (v) willful misconduct or gross negligence in
the performance of Employee's duties hereunder, or (vi) violation of a federal
or state securities law or regulation. To the extent the Employee is discharged
or resigns, or is otherwise terminated or is deemed terminated, in each case as
provided herein, from his

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position with the Company, he shall be and be deemed to have ceased his
employment in the same manner with all of the subsidiaries of the Company.

6.   Effect of Termination

In the event of termination of the Employee's employment hereunder, all rights
of the Employee under this Agreement, including all rights to compensation,
shall end and the Employee shall only be entitled to be paid the amounts set
forth in this Section 6 below; provided, that, the obligations of the Company to
make any payment required pursuant to this Section 6 (other than (x) any amounts
of the Employee's Base Salary previously earned and accrued and (y) in
accordance with the Company's policy, unreimbursed business expenses of the
Employee, ((x) and (y) collectively, the "Accrued Obligations"), but with the
exception of the Accrued Obligations being payable under clause (c) below), is
conditioned upon (i) execution and delivery by the Employee to the Company of a
settlement and release agreement in favor of the Company, its affiliates and
their respective officers, directors, employees, agents and equity holders in
respect of the Employee's employment with the Company and the termination
thereof in form substantially as set forth in Exhibit B, attached hereto, and
(ii) such agreement, once executed by the Employee and delivered to the Company,
becomes irrevocable, enforceable and final under the applicable law.

      (a)    In the event that the Employee's employment is terminated for the
            reason set forth in Section 5(a) above (i.e., Expiration Date),
            then, in lieu of any other payments of any kind (including without
            limitation, any severance payments), the Employee shall be entitled
            to receive, within thirty (30) days following the date on which the
            Termination Event in question occurred (the "Clause (a) Termination
             Date") (or, in the case of any Bonus Compensation, as soon as
            practicable following the calculation thereof):

            (i)    the Employee's Accrued Obligations, due and unpaid to the
                  Employee from the Company as of the Clause (a) Termination
                  Date; and

            (ii)   any amounts of Bonus Compensation earned and due in respect of
                  a completed calendar year, which remains unpaid to the
                  Employee as of the Clause (a) Termination Date.

      (b)    In the event that the Employee's employment is terminated for the
            reason set forth in Section 5(b) above (i.e., death or Disability),
            then, in lieu of any other payments of any kind (including without
             limitation, any severance payments), the Employee shall be entitled
            to receive, within thirty (30) days following the date on which the
            Termination Event in question occurred (the "Clause (b) Termination
            Date") (or, in the case of any Bonus Compensation, as soon as
            practicable following the calculation thereof):

            (i)    the Employee's Accrued Obligations, due and unpaid to the
                  Employee from the Company as of the Clause (b) Termination
                  Date;

            (ii)   any amounts of Bonus Compensation earned and due with respect
                  to a completed calendar year, which remains unpaid to the
                  Employee as of the Clause (b) Termination Date; and


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            (iii) a pro-rated portion of the Bonus Compensation computed as set
                  forth below.


      (c)    In the event that the Employee's employment is terminated (A) for
            the reason set forth in Section 5(d) above (i.e., resignation) or
            (B) due to the discharge of the Employee by the Company for Cause,
            then, in lieu of any other payments of any kind (including without
            limitation, any severance payments), the Employee shall be entitled
            to receive, within thirty (30) days following the date on which the
            Termination Event in question occurred (the "Clause (c) Termination
            Date") the Employee's Accrued Obligations, due and unpaid to the
            Employee from the Company as of the Clause (c) Termination Date.

      (d)    In the event that the Employee's employment is terminated due to the
            discharge of the Employee by the Company without Cause (which the
            Company is free to do at any time in its sole and absolute
            discretion), then, in lieu of any other payments of any kind
            (including, without limitation, any severance payments), the
            Employee shall be entitled to receive, within thirty (30) days
            following the date on which the Termination Event in question
            occurred (the "Clause (d) Termination Date") (other than in the case
            of (iv), which shall be paid in accordance with normal payroll
            practice of the Company or, in the case of any Bonus Compensation,
            as soon as practicable following the calculation thereof):

            (i)    the Employee's Accrued Obligations, due and unpaid to the
                  Employee from the Company as of the Clause (d) Termination
                  Date;

            (ii)   any amounts of Bonus Compensation earned and due with respect
                  to a completed calendar year, which remains unpaid to the
                  Employee as of the Clause (d) Termination Date;

            (iii) a pro-rated portion of the Bonus Compensation computed as set
                  forth below; and

            (iv)   a continuation of the payment, in accordance with the normal
                  payroll practice of the Company, of amounts of Base Salary
                  that the Employee would have earned through the Expiration
                  Date had he continued to be employed by the Company through
                  the Expiration Date.

      (e)    In the event of any termination of the Employee's employment, the
            Employee shall be under no obligation to seek other employment, but
            in the event the Employee becomes employed following any such
            termination, the Company shall be entitled to an offset of the
            payments paid or to be paid under clause (iv) of Section 6(d) above,
            on account of any remuneration or other benefit attributable to any
            subsequent employment that the Employee may obtain. The Employee
            shall correctly disclose to the Company all such remuneration or
            other benefit, and if there is a written employment agreement in
            connection therewith, provide the Company with a copy thereof.


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      (f)    For the purpose of this Section 6, any Bonus Compensation shall be
            deemed to be earned and to become due and payable with respect to
            any calendar year only if the Term of Employment has continued
            through December 31, of such year and, with respect to the amounts,
            if any, of such Bonus Compensation for any year, shall be determined
            based upon the level of attainment of the applicable performance
            targets for such year. In the event that, pursuant to the terms of
            this Section 6, the Employee is entitled to receive any pro rated
             Bonus Compensation, such pro ration shall be determined following
            December 31 of the calendar year in which the Employee ceases to be
            employed hereunder, but shall be paid no later than the following
            Bonus Payment Date, and shall be calculated by multiplying the Bonus
            Compensation that would have been deemed earned and to become due
            and payable in accordance with the terms of this Agreement with
            respect to the calendar year in which the Employee ceases to be
            employed hereunder if the Term of Employment had continued through
            December 31 of such year as determined based upon the applicable
            performance targets for such year, by a fraction, the numerator of
            which is the number of days from (and including) January 1 of such
            year through (and including) the last day of employment hereunder,
            and the denominator of which is 365.

7.   Non-Disclosure

During the Term of Employment and at all times thereafter, the Employee shall
hold in a fiduciary capacity for the benefit of the Company and each of its
affiliates, all secret or confidential information, knowledge or data,
including, without limitation, trade secrets, sources of supplies and materials,
customer lists and their identity, designs, production and design techniques and
methods, identity of investments, identity of contemplated investments, business
opportunities, valuation models and methodologies, processes, technologies, and
any other intellectual property relating to the business of the Company or its
affiliates, and their respective businesses, (i) obtained by the Employee during
the Employee's employment by the Company and any of the subsidiaries of the
Company and (ii) not otherwise in the public domain, ("Confidential
Information"). The Employee also agrees to keep confidential and not disclose
any personal information regarding any controlling Person of the Company,
including Carl C. Icahn, or any of its or his affiliates and their employees,
and any member of the immediate family of any such Person (and all such personal
information shall be deemed "Confidential Information" for the purposes of this
Agreement). The Employee shall not, without the prior written consent of the
Company (acting at the direction of the Board): (i) except to the extent
compelled pursuant to the order of a court or other body having jurisdiction
over such matter or based upon the advice of counsel that such disclosure is
legally required, communicate or divulge any Confidential Information to anyone
other than the Company and those designated by the Company; or (ii) use any
Confidential Information for any purpose other than the performance of his
duties pursuant to this Agreement. The Employee will assist the Company or its
designee, at the Company's expense, in obtaining a protective order, other
appropriate remedy or other reliable assurance that confidential treatment will
be accorded any Confidential Information disclosed pursuant to the terms of this
Agreement.

All processes, know-how, technologies, trade-secrets information, intellectual
property and inventions (collectively, "Inventions") conceived, developed,
invented, made or found by the

                                      Page 6                   

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Employee, alone or with others, during the Term of Employment and out of the
performance of his duties and responsibilities hereunder, whether or not
patentable and whether or not on the Company's or any of its subsidiaries' time
or with the use of the Company's or any of its subsidiaries' facilities or
materials, shall be the property of the Company or its respective subsidiary, as
the case may be, and shall be promptly and fully disclosed by the Employee to
the Company. The Employee shall perform all necessary acts (including, without
limitations, executing and delivering any confirmatory assignments, power of
attorney, documents, or instruments requested by the Company or any of its
subsidiaries) to vest title to any such Invention in the Company or the
applicable subsidiary and to enable the Company or the applicable subsidiary, at
their expense, to secure and maintain domestic and/or foreign patents or any
other rights for such Inventions.

All right, title and interest in all copyrightable material that the Employee
shall conceive or originate individually or jointly or commonly with others, and
that arise during the term of his employment with the Company and out of the
performance of his duties and responsibilities under this Agreement, shall be
the property of the Company and are hereby assigned by the Employee to the
Company, along with ownership of any and all copyrights in the copyrightable
material. Upon request and without further compensation therefor, but at no
expense to the Employee, the Employee shall execute any and all papers and
perform all other acts necessary to assist the Company to obtain and register
copyrights on such materials in any and all countries. Where applicable, works
of authorship created by the Employee for the Company in performing his duties
and responsibilities hereunder shall be considered "works made for hire," as
defined in the U.S. Copyright Act.

8.   Non-Compete and Non-Solicitation

      (a)    In addition to, and not in limitation of, all of the other terms and
            provisions of this Agreement, the Employee agrees that during the
            Term of Employment, the Employee will comply with the provisions of
            Section 1 above.

      (b)    Unless the Employee's employment is terminated by the Company
            without Cause, for the later of (i) a period of one (1) year
            following the last day of the Term of Employment or (ii) the period
            during which the Company continues to pay Base Salary to the
            Employee after termination of employment under Section 6(d)(iv), the
            Employee will not, either directly or indirectly, as principal,
            agent, owner, employee, director, partner, investor, shareholder
             (other than solely as a holder of not more than 1% of the issued and
            outstanding shares of any public corporation), consultant, advisor
            or otherwise howsoever own, operate, carry on or engage in the
            operation of or have any financial interest in or provide, directly
            or indirectly, financial assistance to or lend money to or guarantee
            the debts or obligations of any Person carrying on or engaged in any
            business that is similar to or competitive with the business
            conducted by the Company or any of its subsidiaries during or on the
            date of termination of Employee's employment. The business of
            manufacturing, selling and/or distributing railcars and railcar
            parts and other related products shall be and be deemed to be
            "competitive" with the business conducted by the Company for the
            purposes hereof.


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      (c)    The Employee covenants and agrees with the Company and its
            subsidiaries that, during the Term of Employment and for the later
            of (i) one (1) year following the last day of the Term of Employment
            or (ii) the period during which the Company continues to pay Base
            Salary to the Employee under Section 6(d)(iv) thereafter, the
            Employee shall not directly, or indirectly, for herself or for any
            other Person:

            (i)    solicit, interfere with or endeavor to entice away from the
                  Company or any of its subsidiaries or affiliates, any
                  customer, client or any Person in the habit of dealing with
                  any of the foregoing;

            (ii)   attempt to direct or solicit any customer or client away from
                  the Company or any of its subsidiaries or affiliates;

            (iii) interfere with, entice away or otherwise attempt to obtain the
                  withdrawal of any employee of the Company or any of its
                  subsidiaries or affiliates; or

            (iv)   advise any Person not to do business with the Company or any
                  of its subsidiaries or affiliates.

The Employee represents to and agrees with the Company that the enforcement of
the restrictions contained in Section 7 and Section 8 (the Non-Disclosure and
Non-Compete and Non-Solicitation sections respectively) would not be unduly
burdensome to the Employee and that such restrictions are reasonably necessary
to protect the legitimate interests of the Company. The Employee agrees that the
remedy of damages for any breach by the Employee of the provisions of either of
these sections may be inadequate and that the Company shall be entitled to
injunctive relief, without posting any bond. This section constitutes an
independent and separable covenant that shall be enforceable notwithstanding any
right or remedy that the Company may have under any other provision of this
Agreement or otherwise.

9.   Miscellaneous

      (a)    This Agreement constitutes the entire agreement between the parties
            with respect to the subject matter hereof and supersedes all
            previous written, and all previous or contemporaneous oral
            negotiations, understandings, arrangements, and agreements, and may
            be amended, modified or changed only by a written instrument
            executed by the Employee and the Company.

      (b)    This Agreement and all of the provisions hereof shall inure to the
            benefit of and be binding upon the legal representative, heirs,
            distributees, successors (whether by merger, operation of law or
            otherwise) and assigns of the parties hereto; provided, however,
            that the Employee may not delegate any of the Employee's duties
            hereunder, and may not assign any of the Employee's rights
            hereunder, and any such purported or attempted assignment or
            delegation shall be null and void and of no legal effect. In the
            event the Company assigns this Agreement and its successor assumes
            the Company's obligations hereunder in writing or by operation of
            law, (i) the Company shall be released from all of its obligations
             hereunder, and (ii) all of the references to the Company, and to the


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            Board, shall be deemed to be references to the Company's successor
            and to the governing body of such successor, respectively. The
            Company and all of its future or current subsidiaries shall be and
            be deemed to be third-party beneficiaries of this Agreement.

      (c)    This Agreement will be interpreted and the rights of the parties
            determined in accordance with the laws of the United States
            applicable thereto and the internal laws of the State of New York.

      (d)    The Employee covenants and represents that (i) he is not a party to
            any contract, commitment, restrictive covenant or agreement, nor is
            he subject to, or bound by, any order, judgment, decree, law,
            statute, ordinance, rule, regulation or other restriction of any
            kind or character, which would prevent or restrict his from entering
            into and performing his obligations under this Agreement, (ii) he is
            free to enter into the arrangements contemplated herein, (iii) he is
            not subject to any agreement or obligation that would limit his
            ability to act on behalf of the Company or any of its subsidiaries,
            and (iv) his termination of his existing employment, his entry into
            the employment contemplated herein and his performance of his duties
            in respect thereof, will not violate or conflict with any agreement
            or obligation to which he is subject. Employee has delivered to the
            Company true and complete copies of any currently effective
            employment agreement, non-competitive agreement or similar agreement
            to which Employee is subject.

      (e)    The Employee acknowledges that he has had the assistance of legal
            counsel in reviewing and negotiating this Agreement.

      (f)     This Agreement and all of its provisions (other than the provisions
            of Section 3(c)A(i), Section 5, Section 6, Section 7, Section 8, and
            Section 9 hereof, which shall survive termination) shall terminate
            upon the Employee ceasing to be an employee of the Company for any
            reason.

      (g)    All notices and other communications hereunder shall be in writing;
            shall be delivered by hand delivery to the other party or mailed by
            registered or certified mail, return receipt requested, postage
            prepaid or by a nationally recognized courier service such as
            Federal Express; shall be deemed delivered upon actual receipt; and
            shall be addressed as follows:

             If to the Company:

            American Railcar Industries, Inc.
            100 Clark Street
            St. Charles, Missouri 63301
            Facsimile:   (636) 940-6044
            Attention:   James J. Unger, President and Chief Executive Officer

            If to the Employee:


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            At the last known principal residence address reflected in the
            payroll records of the Company, or to such other address as either
             party shall have furnished to the other in writing in accordance
            herewith.


                            [Signature Page Follows]




                                    Page 10

<PAGE>
AMERICAN RAILCAR INDUSTRIES, INC.


By:   /s/ James J. Unger
    -----------------------------------------------
       Name:   James J. Unger
       Title: President and Chief Executive Officer

Date:   January 4, 2005
       --------------------------------------------


EMPLOYEE:


By:   /s/ James A. Cowan
    -----------------------------------------------
       James A. Cowan

Date:   January 4, 2005
       --------------------------------------------




                    [Signature page to Employment Agreement]





                                    Page 11

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                                                    [2005 EQUITY INCENTIVE PLAN]

                                                                     EXHIBIT A-1


                                     FORM OF
                             AMERICAN RAILCAR, INC.
                           2005 EQUITY INCENTIVE PLAN


1. Purpose and Eligibility. The purpose of this 2005 Equity Incentive Plan (the
"Plan") of American Railcar, Inc., a Delaware corporation (the "Company") is to
provide stock options, stock issuances, stock units and other equity interests
in the Company (each, an "Award") to (a) employees, officers, directors,
consultants and advisors of the Company and its Parents and Subsidiaries, and
(b) any other Person who is determined by the Board to have made (or is expected
to make) contributions to the Company. Any person to whom an Award has been
granted under the Plan is called a "Participant." Additional definitions are
contained in Section 10.

2. Administration.

      a. Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board, in its sole
discretion, shall have the authority to grant and amend Awards, to adopt, amend
and repeal rules relating to the Plan and to interpret and correct the
provisions of the Plan and any Award. The Board shall have authority, subject to
the express limitations of the Plan, (i) to construe and determine the
respective Stock Option Agreement, Awards and the Plan, (ii) to prescribe, amend
and rescind rules and regulations relating to the Plan and any Awards, (iii) to
determine the terms and provisions of the respective Stock Option Agreements and
Awards, which need not be identical, (iv) to initiate an Option Exchange
Program, and (v) to make all other determinations in the judgment of the Board
of Directors necessary or desirable for the administration and interpretation of
the Plan. The Board may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any Stock Option Agreement or Award in the
manner and to the extent it shall deem expedient to carry the Plan, any Stock
Option Agreement or Award into effect and it shall be the sole and final judge
of such expediency. All decisions by the Board shall be final and binding on all
interested persons. Neither the Company nor any member of the Board shall be
liable for any action or determination relating to the Plan.

      b. Appointment of Committee. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean such Committee or the Board.

      c. Delegation to Executive Officers. To the extent permitted by applicable
law, the Board may delegate to one or more executive officers of the Company the
power to grant Awards and exercise such other powers under the Plan as the Board
may determine, provided that the Board shall fix the maximum number of Awards to
be granted and the maximum number of shares issuable to any one Participant
pursuant to Awards granted by such executive officers.
<PAGE>
      d. Applicability of Section Rule 16b-3. Notwithstanding anything to the
contrary in the foregoing if, or at such time as, the Common Stock is or becomes
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor statute, the Plan shall be administered
in a manner consistent with Rule 16b-3 promulgated thereunder, as it may be
amended from time to time, or any successor rules ("Rule 16b-3"), such that all
subsequent grants of Awards hereunder to Reporting Persons, as hereinafter
defined, shall be exempt under such rule. Those provisions of the Plan which
make express reference to Rule 16b-3 or which are required in order for certain
option transactions to qualify for exemption under Rule 16b-3 shall apply only
to such persons as are required to file reports under Section 16 (a) of the
Exchange Act (a "Reporting Person").

      e. Applicability of Section 162 (m). Those provisions of the Plan which
are required by or make express reference to Section 162 (m) of the Code or any
regulations thereunder, or any successor section of the Code or regulations
thereunder ("Section 162 (m)") shall apply only upon the Company's becoming a
company that is subject to Section 162 (m). Notwithstanding any provisions in
this Plan to the contrary, whenever the Board is authorized to exercise its
discretion in the administration or amendment of this Plan or any Award
hereunder or otherwise, the Board may not exercise such discretion in a manner
that would cause any outstanding Award that would otherwise qualify as
performance-based compensation under Section 162 (m) to fail to so qualify under
Section 162 (m).

3      Stock Available for Awards.

      a. Number of Shares. Subject to adjustment under Section 3(c), the
aggregate number of shares of common stock of the Company (the "Common Stock")
that may be issued pursuant to the Plan is one million 1,000,000. If any Award
expires, or is terminated, surrendered or forfeited, in whole or in part, the
unissued Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan. If an Award granted under the Plan shall expire
or terminate for any reason without having been exercised in full, the
unpurchased shares subject to such Award shall again be available for subsequent
Awards under the Plan, and if shares of Common Stock issued pursuant to the Plan
are repurchased by, or are surrendered or forfeited to, the Company at no more
than the price paid for such shares, such shares of Common Stock shall again be
available for the grant of Awards under the Plan. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares.

      b. Per-Participant Limit. Subject to adjustment under Section 3(c), no
Participant may be granted Awards during any one fiscal year to purchase more
than two hundred and fifty thousand 300,000 shares of Common Stock.

      c. Adjustment to Common Stock. Subject to Section 7, in the event of any
stock split, reverse stock split stock dividend, extraordinary cash dividend,
recapitalization, reorganization