Exhibit 4.5

                                AIKI CORPORATION

                            1997 STOCK INCENTIVE PLAN

Article 1

                            PURPOSE AND EFFECTIVENESS

1.1  Purpose.  The purpose of the 1997 Stock  Incentive  Plan (the "Plan") is to
provide  a method  by which  selected  individuals  rendering  services  to Aiki
Corporation  (the  "Company"),  may be  offered an  opportunity  to invest in or
receive  grants  of  capital  stock of the  Company,  thereby  increasing  their
personal  interest  in the growth and success of the  Company.  The Plan is also
intended to aid in attracting persons of exceptional  ability to become officers
and employees of the Company.

1.2  Effective  Date.  The Plan shall be effective at the time  specified in the
resolutions  of the Board  adopting the Plan (the  "Effective  Date").  The Plan
shall be subject to approval by holders of shares of Common  Stock  constituting
at least a majority of the shares of Common  Stock  represented  in person or by
proxy at the  meeting at which the  approval  is sought.  The Plan shall also be
subject  to the  requirement  of RCW  21.20.310(10)  that the  Administrator  of
Securities of the Department of Licensing of the State of Washington be provided
with  notification of the adoption of the Plan. No Award granted hereunder shall
be exercisable  until these shareholder  approval and notification  requirements
have been satisfied.  If either of these  requirements  is not satisfied  within
twelve (12) months after the Effective  Date,  the Plan,  and any Awards granted
hereunder prior to that date, shall be void.

Article 2

                                   DEFINITIONS

2.1 Certain Defined Terms.  Capitalized  terms not defined elsewhere in the Plan
shall have the following meanings (whether used in the singular or plural):

                  "Administrative Committee" is defined in Section 3.1.

                  "Affiliate" of the Company means any corporation, partnership,
or other business association that, directly or indirectly,  through one or more
intermediaries,  controls, is controlled by, or is under common control with the
Company.

                  "Agreement" is defined in Section 10.5.

                  "Approved Transaction" means (a) any merger,  consolidation or
binding share  exchange  pursuant to which shares of Common Stock are changed or
converted into or exchanged for cash,  securities or other property,  other than
any such  transaction  in which the persons who hold  Common  Stock  immediately
prior to the  transaction  have  immediately  following the transaction the same
proportionate  ownership  of the common stock of, and the same voting power with
respect to, the surviving corporation;  (b) any merger, consolidation or binding
share exchange in which the persons who hold Common Stock  immediately  prior to
the transaction have immediately  following the transaction less than a majority
of the combined  voting power of the  outstanding  capital  stock of the Company
ordinarily (and apart from rights accruing under special  circumstances)  having
the  right  to  vote in the  election  of  directors;  (c)  any  liquidation  or
dissolution of the Company; and (d) any sale, lease,  exchange or other transfer
not in the  ordinary  course  of  business  (in one  transaction  or a series of
related  transactions)  of all,  or  substantially  all,  of the  assets  of the
Company.

                  "Award"  means a grant of an Option,  SAR,  Restricted  Shares
and/or Stock Units under this Plan.

                  "Board" means the Board of Directors of the Company.

                  "Code"  means the Internal  Revenue  Code of 1986,  as amended
from time to time, or any successor  statute or statutes  thereto.  Reference to
any specific section of the Code shall include any successor section.

                  "Common Stock" means the Common Stock of the Company.

                  "Company" means Aiki Corporation, a Washington corporation.

                  "Control  Purchase" means, if the Company  registers any class
of any  Equity  Security  pursuant  to  Section  12 of  the  Exchange  Act,  any
transaction  (or  series  of  related  transactions),  consummated  without  the
approval  of the  Board  during  the  period  from  the  effective  date  of the
registration until six (6) months after the termination of the registration,  in
which (a) any person,  corporation  or other entity  (including  any "person" as
defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act, but excluding the
Company,  any  person  who is a 10%  Shareholder  at the  effective  date of the
registration,  and any employee benefit plan sponsored by the Company) purchases
any  Common  Stock (or  securities  convertible  into  Common  Stock)  for cash,
securities  or any other  consideration  pursuant to a tender  offer or exchange
offer; or (b) any person, corporation or other entity (including any "person" as
defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act, but excluding the
Company,  any  person  who is a 10%  Shareholder  at the  effective  date of the
registration,  and any employee  benefit plan sponsored by the Company)  becomes
the "beneficial owner" (as that term is defined in Rule 13d-3 under the Exchange
Act),  directly or indirectly,  of securities of the Company  representing fifty
percent  (50%) or more of the  combined  voting  power  of the then  outstanding
securities  of the  Company  ordinarily  (and apart from rights  accruing  under
special  circumstances)  having the right to vote in the  election of  directors
(calculated  as provided in Rule 13d-3(d)  under the Exchange Act in the case of
rights to acquire the Company's securities).

                  "Disability" of a Holder will occur when (a) because of injury
or sickness (i) the Holder cannot perform each of the material  duties of his or
her regular occupation,  or (ii) the Holder,  while unable to perform all of the
material  duties of his or her  regular  occupation  on a  full-time  basis,  is
performing at least one of the material duties of his or her regular  occupation
on a part-time or full-time  basis and is earning at least twenty  percent (20%)
less per month than his or her indexed pre-disability  earnings due to that same
injury or sickness,  and (b) the condition described in the preceding clause (a)
has lasted or can be expected to last for a  continuous  period of not less than
twelve (12) months.

                  "Disinterested Person" is defined in Section 3.2(b).

                  "Effective Date" is defined in Section 1.2.

                  "Eligible Person" is defined in Section 5.1.

                  "Equity  Securities"  has the meaning  given that term in Rule
16a-1 promulgated under the Exchange Act, or any successor rule.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended  from  time to time,  or any  successor  statute  or  statutes  thereto.
Reference  to any  specific  section  of the  Exchange  Act  shall  include  any
successor section.

                  "Fair Market  Value" on any day means,  if the Common Stock is
publicly  traded,  the last sales price (or, if no last sales price is reported,
the average of the high bid and low asked prices) for a share of Common Stock on
that day (or, if that day is not a trading  day, on the next  preceding  trading
day), as reported by the principal exchange on which the Common Stock is listed,
or, if the Common  Stock is publicly  traded but not listed on an  exchange,  as
reported on NASDAQ, or, if such prices or quotations are not reported on NASDAQ,
as reported by any other  available  source of prices or quotations  selected by
the Administrative  Committee. If the Common Stock is not publicly traded, or if
the Fair Market Value is not  determinable  by any of the foregoing  means,  the
Fair  Market  Value  on any  day  shall  be  determined  in  good  faith  by the
Administrative   Committee   on  the  basis  of  such   considerations   as  the
Administrative Committee deems appropriate.

                  "Free Standing SAR" is defined in Section 7.1.

                  "Holder"  means an Eligible  Person who has  received an Award
under this Plan or, if rights  continue  under the Award  following the death of
the Eligible  Person,  the person who succeeds to those rights by will or by the
laws of descent and distribution.

                  "Incentive  Stock Option" means an Option that is an incentive
stock option within the meaning of Section 422 of the Code.

                  "NASDAQ" means the National Association of Securities Dealers,
Inc. Automated Quotation System.

                  "Nonqualified Stock Option" means an Option that is designated
as a nonqualified stock option.

                  "Option"  means an  option  with  respect  to shares of Common
Stock awarded pursuant to Article 6.

                  "Plan" is defined in Section 1.1.

                  "Related Option" is defined in Section 7.1.

                  "Restricted  Shares" means shares of Common Stock or the right
to receive  shares of Common  Stock,  as the case may be,  awarded  pursuant  to
Article 8.

                  "Restriction  Period" means a period of time  beginning on the
date of an Award of  Restricted  Shares  and  ending  on the  Vesting  Date with
respect to the Award.

                  "Retained Distribution" is defined in Section 8.3.

                  "Rule 16b-3" means Rule 16b-3  promulgated  under the Exchange
Act, as amended from time to time, or any successor rule thereto.

                  "SARs" means stock appreciation  rights with respect to shares
of Common Stock awarded pursuant to Article 7.

                  "Stock Units" is defined in Section 9.1.

                  "Tandem SARs" is defined in Section 7.1.

                  "10% Shareholder" means a person who owns (or is considered as
owning within the meaning of Section 424 of the Code) stock possessing more than
10% of the total  combined  voting power of all classes of capital  stock of the
Company.

                  "Vesting  Date" means,  with respect to an Award of Restricted
Shares, the date on which the Restricted Shares cease to be subject to a risk of
forfeiture,  as designated  in or  determined  in accordance  with the Agreement
evidencing  the Award.  If more than one Vesting Date is designated for an Award
of Restricted Shares,  reference to a Vesting Date in respect of the Award shall
be deemed to refer to the Vesting Dates for the respective portions of the Award
that have differing Vesting Dates.

Article 3

                                 ADMINISTRATION

3.1 Administrative Committee. The Plan shall be administered by the Board unless
the Board,  either  voluntarily or as required by Section 3.2 below,  appoints a
separate  committee  of the Board to  administer  the Plan (the  Board,  or such
committee,  if it is administering  the Plan, will be referred to in the Plan as
the "Administrative  Committee").  The Administrative Committee shall select one
of its  members as its  chairman  and shall hold its  meetings at such times and
places as it shall deem advisable.  A majority of its members shall constitute a
quorum and all  determinations  shall be made by a majority of that quorum.  Any
determination  reduced  to  writing  and  signed  by all of the  members  of the
Administrative Committee shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held.

3.2  Administration  Following  Exchange Act Registration.  Notwithstanding  the
foregoing  provisions  of this Article 3, if the Company  registers any class of
any Equity Security  pursuant to Section 12 of the Exchange Act, the Plan shall,
from the  effective  date of the  registration  until six (6)  months  after the
termination of the registration, be administered as follows:

(a) If at any time a member of the Board is not a Disinterested Person, then the
Board shall  appoint a committee,  consisting of two or more of its members each
of whom is a  Disinterested  Person,  to administer this Plan in accordance with
such  terms  and  conditions  not  inconsistent  with this Plan as the Board may
prescribe. Once appointed, the committee shall continue to serve until otherwise
directed by the Board.  From time to time the Board may increase the size of the
committee and appoint additional members, remove members (with or without cause)
and appoint new members in their place,  fill vacancies  however caused,  and/or
remove all members of the committee and thereafter directly administer this Plan
at any later time when all members of the Board are Disinterested Persons. At no
time shall a person who is not a  Disinterested  Person  serve on the  committee
appointed  under this Section  3.2(a),  nor shall the committee at any time have
fewer than two members.

(b) The term "Disinterested Person" shall mean a member of the Board who is not,
during  the  period  of one  (1)  year  prior  to  service  as a  member  of the
Administrative  Committee,  or during such  service,  granted or awarded  Equity
Securities  pursuant  to the Plan or any other plan of the Company or any of its
Affiliates,  other than  grants or awards that would not prevent the member from
being a  "disinterested  person"  with  respect to the Plan for purposes of Rule
16b-3.

3.3 Powers; Regulations.  The Administrative Committee shall have full power and
authority,  subject only to the express  provisions of the Plan (a) to designate
the Eligible  Persons to whom Options are to be granted  under  Article 6 of the
Plan, SARs under Article 7 of the Plan, Restricted Shares under Article 8 of the
Plan and/or Stock Units under Article 9 of the Plan; (b) to determine the number
of shares subject to, and all of the other terms and conditions  (which need not
be identical) of, all Awards so granted;  (c) to interpret the provisions of the
Plan and the  Agreements  evidencing  the Awards so granted;  (d) to correct any
defect,  supply any information and reconcile any  inconsistency  in such manner
and to such extent as shall be deemed  necessary  or  advisable to carry out the
purpose of the Plan; (e) to supervise the administration of the Plan; and (f) to
take such other  actions in  connection  with or in  relation  to the Plan as it
deems  necessary or  advisable.  The  Administrative  Committee is authorized to
establish,  amend and rescind such rules and regulations not  inconsistent  with
the terms and conditions of the Plan as it deems  necessary or advisable for the
proper  administration  of the Plan.  In making  determinations  hereunder,  the
Administrative  Committee may give such consideration to the  recommendations of
management of the Company as the Administrative Committee deems desirable.

3.4  Limits  on  Authority.  Exercise  by the  Administrative  Committee  of its
authority  under  the Plan  shall be  consistent  (a) with the  intent  that all
Incentive  Stock Options  issued under the Plan be qualified  under the terms of
Section  422 of the Code  (including  any  amendments  thereto  and any  similar
successor  provision),  and (b) if the Company registers any class of any Equity
Security  pursuant to Section 12 of the Exchange  Act,  with the intent that the
Plan  be  administered  in a  manner  that  satisfies  the  conditions  of  Rule
16b-3(c)(2)(i)  under the Exchange Act (including any amendments thereto and any
similar  successor  provision)  so that the grant of Awards under this Plan,  as
well as all other  transactions  with  respect  to the Plan,  to Awards  granted
thereunder and to any Common Stock acquired upon exercise of Awards,  shall,  to
the extent  possible,  be exempt  from the  operation  of  Section  16(b) of the
Exchange Act.

3.5 Exercise of Authority.  Each action and determination made or taken pursuant
to the Plan by the  Administrative  Committee,  including but not limited to any
interpretation or construction of the Plan and the Agreements  evidencing Awards
hereunder,  shall be final and conclusive for all purposes and upon all persons.
No member of the  Administrative  Committee  shall be liable  for any  action or
determination  made or taken by the member or the  Administrative  Committee  in
good faith with respect to the Plan.

Article 4

                           SHARES SUBJECT TO THE PLAN

4.1 Number of Shares.  Subject to the  provisions of this Article 4, the maximum
number of shares of Common  Stock with  respect  to which  Awards may be granted
during  the  term  of the  Plan  shall  be One  Million  Five  Hundred  Thousand
(1,500,000)  shares.  Awards with  respect to such shares of Common Stock may be
granted in the form of Options,  SARs,  Restricted  Shares  and/or  Stock Units.
Except  for  Tandem  SARS  granted  pursuant  to  Article  7, once an Award in a
particular form has been granted with respect to a share of Common Stock, Awards
with  respect  to such  share may not  thereafter  be  granted in any other form
unless,  in  accordance  with the last  sentence of this  Section 4.1, the share
again becomes available for purposes of the Plan. Shares of Common Stock will be
made available  from the  authorized but unissued  shares of the Company or from
shares reacquired by the Company.  The shares of Common Stock subject to (a) any
Award  granted  under the Plan that  expires,  terminates or is annulled for any
reason  without  having been  exercised (or considered to have been exercised as
provided in Section 7.2), (b) any Free Standing SARs granted under the Plan that
are exercised for cash,  and (c) any  Restricted  Shares or Stock Units that are
forfeited  prior to  becoming  vested  (provided  that the  Holder  received  no
benefits of ownership of the Restricted  Shares or Stock Units other than voting
rights and the accumulation of Retained Distributions), shall again be available
for purposes of the Plan.

4.2  Adjustments.  If the Company  subdivides its  outstanding  shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend,  stock
split,  reclassification  or  otherwise) or combines its  outstanding  shares of
Common Stock into a smaller  number of shares of Common Stock (by reverse  stock
split,  reclassification  or  otherwise),  or if  the  Administrative  Committee
determines, in its sole discretion, that any stock dividend,  extraordinary cash
dividend,   reclassification,    recapitalization,   reorganization,   split-up,
spin-off,  combination,  exchange  of shares,  warrants  or rights  offering  to
purchase Common Stock, or other similar  corporate event  (including a merger or
consolidation other than one that constitutes an Approved  Transaction)  affects
the Common  Stock such that an  adjustment  is required in order to preserve the
benefits or potential  benefits  intended to be made available  under this Plan,
then the  Administrative  Committee  shall,  in its sole  discretion and in such
manner as the Administrative Committee may deem equitable and appropriate,  make
adjustments  to any or all of (a) the number and kind of shares that  thereafter
may be awarded, optioned, or otherwise made subject to the benefits contemplated
by the Plan, (b) the number and kind of shares  subject to  outstanding  Awards,
and (c) the purchase  price and the  relevant  base price with respect to any of
the foregoing;  provided, however, that the number of shares subject to an Award
shall always be a whole  number.  The  Administrative  Committee  may, if deemed
appropriate,  provide for a cash payment to any Holder of an Award in connection
with any adjustment made pursuant to this Section 4.2.

Article 5

                                   ELIGIBILITY

5.1  General.  The persons  eligible to  participate  in the Plan and to receive
Awards under the Plan ("Eligible Persons") shall, subject to Section 5.2, be (a)
employees  (including  officers and  directors  who are also  employees)  of the
Company or any of its Affiliates,  (b) directors who are not employees,  and (c)
consultants  (other than directors)  rendering services to the Company or any of
its Affiliates in the capacity of independent contractors. Awards may be granted
to Eligible  Persons even if they hold or have held other Awards under this Plan
or similar awards under any other plan of the Company or any of its Affiliates.

5.2  Ineligibility.  If the Company  registers any class of any Equity  Security
pursuant to Section 12 of the Exchange Act, then, from the effective date of the
registration until six (6) months after the termination of the registration,  no
member of the Administrative Committee, while serving as such, shall be eligible
to receive an Award.

Article 6

                                  STOCK OPTIONS

6.1 Grant of Options. Subject to the limitations of the Plan, the Administrative
Committee  shall  designate from time to time each Eligible  Person who is to be
granted an  Option,  the time when the Option  shall be  granted,  the number of
shares  subject to the Option,  whether the Option is to be an  Incentive  Stock
Option or a Nonqualified  Stock Option and, subject to Section 6.2, the purchase
price of the shares of Common Stock  subject to the Option;  provided,  however,
that  Incentive  Stock  Options may only be granted to Eligible  Persons who are
employees of the Company or an Affiliate that constitutes a "parent corporation"
or a  "subsidiary  corporation"  within the  meaning of Section 424 of the Code.
Each  Option  granted  under this Plan shall also be subject to such other terms
and conditions not inconsistent with this Plan as the Administrative  Committee,
in its sole discretion,  determines. Subject to the limitations of the Plan, the
same Eligible Person may receive Incentive Stock Options and Nonqualified  Stock
Options  at the same time and  pursuant  to the same  Agreement,  provided  that
Incentive Stock Options and Nonqualified Stock Options are clearly designated as
such.

6.2 Purchase Price.  The price at which shares may be purchased upon exercise of
an Option shall be fixed by the  Administrative  Committee and may be more than,
less than or equal to the Fair Market  Value of the Common  Stock as of the date
the  Option  is  granted;  provided,  however,  that  the  purchase  price of an
Incentive Stock Option shall be at least 100% of the Fair Market Value as of the
date of grant of the Common Stock subject thereto.

6.3  Limitation on Grants.  The aggregate  Fair Market Value of the Common Stock
with respect to which,  during any calendar year,  one or more  Incentive  Stock
Options  under  this Plan  (and/or  one or more  options  under  any other  plan
maintained by the Company or any of its  Affiliates  for the granting of options
intended to qualify under Section 422 of the Code) are exercisable for the first
time by a Holder shall not exceed  $100,000  (said value to be  determined as of
the  respective  dates on which the options are  granted to the  Holder).  If an
Option  that  would  otherwise  qualify as an  Incentive  Stock  Option  becomes
exercisable  for the first time in any calendar  year for shares of Common Stock
that would cause such aggregate Fair Market Value to exceed  $100,000,  then the
portion  of the  Option  in  respect  of such  shares  shall be  deemed  to be a
Nonqualified Stock Option.

6.4 Term of  Options.  Subject  to the  provisions  of the Plan with  respect to
termination of Options upon death,  Disability or  termination of services,  the
term of each  Option  shall be for such period as the  Administrative  Committee
shall determine, but not more than ten (10) years from the date of grant.

6.5  Exercise  of Options.  An Option  granted  under the Plan shall  become and
remain  exercisable  during the term of the Option to the extent provided in the
Agreement  evidencing  the  Award and in this Plan  and,  unless  the  Agreement
evidencing  the  Option  otherwise  provides,  may be  exercised  to the  extent
exercisable,  in whole or in part, at any time and from time to time during such
term;  provided,  however,  that  subsequent  to the  grant  of an  Option,  the
Administrative Committee, at any time before complete termination of the Option,
may  accelerate  the time or times at which the Option may be exercised in whole
or in part (without reducing the term of the Option).

6.6      Manner of Exercise.

(a) Form of  Payment.  An Option  shall be  exercised  by written  notice to the
Company upon such terms and  conditions as the Agreement  evidencing  the Option
may provide and in  accordance  with such other  procedures  for the exercise of
Options as the  Administrative  Committee may establish  from time to time.  The
method  or  methods  of  payment  of the  purchase  price  for the  shares to be
purchased  upon  exercise  of an Option and of any  amounts  required by Section
10.12 shall be determined by the Administrative Committee and may consist of (i)
cash,  (ii) check,  (iii)  promissory  note,  (iv) whole  shares of Common Stock
already  owned by the  Holder,  (v) the  withholding  of shares of Common  Stock
issuable  upon  exercise  of the  Option,  (vi) the  delivery,  together  with a
properly executed  exercise notice,  of irrevocable  instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds  required to
pay the  purchase  price,  (vii) any  combination  of the  foregoing  methods of
payment,  or (viii)  such  other  consideration  and method of payment as may be
permitted for the issuance of shares under applicable securities and other laws.
The permitted methods or methods of payment of the amounts payable upon exercise
of an  Option,  if other  than in  cash,  shall  be set  forth in the  Agreement
evidencing   the  Option  and  may  be  subject  to  such   conditions   as  the
Administrative  Committee deems appropriate.  Without limiting the generality of
the foregoing,  if a Holder is permitted to elect to have shares of Common Stock
issuable  upon  exercise  of an  Option  withheld  to pay all or any part of the
amounts  payable  in  connection  with the  exercise,  then  the  Administrative
Committee  shall have the sole discretion to approve or disapprove the election,
which approval or disapproval shall be given after the election is made, and the
making of the  election  (including  the related  exercise of the Option)  shall
comply with the requirements  for exemptive  relief under Rule 16b-3,  including
but not  limited to  paragraphs  (e)(3) and (e)(4)  thereof  (to the extent Rule
16b-3 applies to the election or exercise).

(b) Value of Shares.  Shares of Common Stock  delivered in payment of all or any
part of the amounts  payable in connection  with the exercise of an Option,  and
shares  of Common  Stock  withheld  for the  payment,  shall be valued  for such
purpose at their Fair Market Value as of the exercise date.

(c) Issuance of Shares.  The Company  shall effect the issuance of the shares of
Common  Stock  purchased  under  the  Option  as soon as  practicable  after the
exercise  thereof and payment in full of the purchase  price therefor and of any
amounts  required by Section 10.12,  and within a reasonable time thereafter the
issuance shall be evidenced on the books of the Company.

Article 7

                                      SARS

7.1 Grant of SARs. The  Administrative  Committee  shall  designate from time to
time each  Eligible  Person who is to be  granted an SAR,  the time when the SAR
shall be granted, the number of shares subject to the SAR, and the base price of
the SAR. Each SAR shall also be subject to such other terms and  conditions  not
inconsistent  with  this  Plan  as the  Administrative  Committee,  in its  sole
discretion,  determines.  An SAR may be granted to the Holder of an Option  (the
"Related Option") with respect to all or a portion of the shares of Common Stock
subject to the Related Option (such an SAR will be referred to in this Plan as a
"Tandem SAR") or may be granted  separately  to an Eligible  Person (such an SAR
will be referred to in this Plan as a "Free Standing SAR").

7.2 Tandem SARs. A Tandem SAR may be granted either  concurrently with the grant
of the Related Option or (if the Related Option is a Nonqualified  Stock Option)
at any time thereafter prior to the complete exercise,  termination,  expiration
or cancellation of the Related Option.  Tandem SARs shall be exercisable only at
the time and to the extent that the Related  Option is  exercisable  (and may be
subject to such additional  limitations on  exercisability  as the Agreement may
provide), and in no event after the complete termination or full exercise of the
Related  Option.  Upon the exercise of Tandem SARs,  the Related Option shall be
considered  to have been  exercised  to the  extent  of the  number of shares of
Common Stock with respect to which the Tandem SARs are exercised for purposes of
determining  the  number of shares of Common  Stock that  remain  subject to the
Related  Option and for purposes of  determining  the number of shares of Common
Stock in respect of which  other  Awards may be  granted.  Upon the  exercise or
termination of the Related Option, the Tandem SARs with respect thereto shall be
canceled  automatically  to the extent of the  number of shares of Common  Stock
with respect to which the Related Option was so exercised or terminated. Subject
to the  limitations  of the Plan,  upon the exercise of a Tandem SAR, the Holder
thereof shall be entitled to receive from the Company,  for each share of Common
Stock with respect to which the Tandem SAR is being exercised, consideration (in
the form  determined as provided in Section 7.4) equal in value to the excess of
the Fair Market  Value of a share of Common  Stock on the date of exercise  over
the  Related  Option  purchase  price per  share;  provided,  however,  that the
Administrative  Committee may, in any Agreement  evidencing Tandem SARs, provide
that the appreciation  realizable upon exercise thereof shall be measured from a
base higher than the Related Option purchase price.

7.3 Free Standing SARs.  Free Standing SARs shall be exercisable at the time, to
the  extent  and  upon the  terms  and  conditions  set  forth in the  Agreement
evidencing  the Award.  The base price of a Free  Standing SAR shall be not less
than 100% of the Fair Market  Value of the Common  Stock on the date of grant of
the Free Standing SAR. Subject to the limitations of the Plan, upon the exercise
of a Free Standing SAR, the Holder thereof shall be entitled to receive from the
Company,  for each share of Common Stock with respect to which the Free Standing
SAR is being  exercised,  consideration  (in the form  determined as provided in
Section 7.4) equal in value to the excess of the Fair Market Value of a share of
Common  Stock on the date of exercise  over the base price per share of the Free
Standing SAR.

7.4 Consideration.  The consideration to be received upon the exercise of an SAR
by the  Holder  shall be paid in cash,  shares of Common  Stock  (valued at Fair
Market  Value on the date of exercise of the SAR) or a  combination  of cash and
shares of Common Stock as specified in the Agreement  evidencing the SAR, or, if
so  provided  in the  Agreement,  either  as  determined  by the  Administrative
Committee in its sole discretion or as elected by the Holder; provided, however,
that the  Administrative  Committee shall have the sole discretion to approve or
disapprove  the  election  by a  Holder  to  receive  cash in  full  or  partial
settlement of an SAR,  which  approval or  disapproval  shall be given after the
election is made. The Company's  obligation  arising upon the exercise of an SAR
may be paid  currently  or on a deferred  basis with such  interest  or earnings
equivalent as the Administrative  Committee may determine.  No fractional shares
of Common Stock shall be issuable upon exercise of an SAR and, unless  otherwise
provided in the  Agreement  evidencing  the SAR, the Holder will receive cash in
lieu of fractional  shares.  The election by a Holder to receive cash in full or
partial  settlement  of an SAR, as well as the  exercise by the Holder of an SAR
for cash,  shall comply with the  requirements  for exemptive  relief under Rule
16b-3, including but not limited to paragraphs (e)(3) and (e)(4) thereof (to the
extent  Rule  16b-3   applies  to  the   election  or   exercise).   Unless  the
Administrative  Committee  shall  otherwise  determine,  to  the  extent  a Free
Standing SAR is exercisable,  it will be exercised automatically for cash on its
expiration date.

7.5  Limitations.  The  Agreement  evidencing an Award of SARs may provide for a
limit on the amount  payable to a Holder upon exercise of SARs at any time or in
the  aggregate,  for a limit on the number of SARs that may be  exercised by the
Holder in whole or in part for cash during any specified period,  for a limit on
the time  periods  during  which a Holder may  exercise  SARs and for such other
limits on the rights of the Holder and such other  terms and  conditions  of the
SAR  as  the  Administrative   Committee  may  determine,   including,   without
limitation,  a  consideration  that the SAR may be exercised  only in accordance
with rules and regulations adopted by the Administrative  Committee from time to
time.  Unless  otherwise so provided in the Agreement  evidencing the Award, any
such limit relating to a Tandem SAR shall not restrict the exercisability of the
Related Option. Such rules and regulations may govern the right to exercise SARs
granted prior to the adoption or amendment of such rules and regulations as well
as SARs granted thereafter.

7.6  Exercise.  For  purposes of this  Article 7, the date of exercise of an SAR
shall mean the date on which the Company  receives notice from the Holder of the
SAR of the exercise of the SAR.

Article 8

                                RESTRICTED SHARES

8.1 Grant. The  Administrative  Committee shall designate from time to time each
Eligible  Person who is to be granted an Award of  Restricted  Shares,  the time
when the Award  shall be  granted,  the  Restriction  Period for the Award,  the
number of shares of Common Stock  subject to the Award,  the price to be paid by
the Holder for the Restricted  Shares, and whether the Restricted Shares will be
issued at the beginning or the end of the Restriction Period. The Administrative
Committee  shall also  designate  (or set forth the basis for  determining)  the
Vesting Date or Vesting  Dates for the Award.  Each Award of  Restricted  Shares
shall also be subject to such other terms and conditions not  inconsistent  with
this Plan as the Administrative  Committee, in its sole discretion,  determines.
The price to be paid for  Restricted  Shares  shall not be less than the minimum
consideration  necessary to permit the Restricted Shares to be deemed fully paid
and nonassessable.

8.2 Issuance of Restricted  Shares at Beginning of the  Restriction  Period.  If
Restricted  Shares are issued at the beginning of the  Restriction  Period,  the
stock  certificate or certificates  representing the Restricted  Shares shall be
registered  in the name of the Holder to whom the  Restricted  Shares  have been
awarded. During the Restriction Period, certificates representing the Restricted
Shares (and any securities  constituting  Retained  Distributions)  shall bear a
restrictive  legend to the effect that ownership of the  Restricted  Shares (and
the  Retained  Distributions),  and  the  enjoyment  of all  rights  appurtenant
thereto,  are subject to the restrictions,  terms and conditions provided in the
Plan and the Agreement  evidencing the Award. Such certificates  shall remain in
the custody of the Company and the Holder shall  deposit with the Company  stock
powers or other  instruments  of  assignment,  each endorsed in blank,  so as to
permit  retransfer to the Company of all or any portion of the Restricted Shares
(and any securities  constituting Retained  Distributions) that are forfeited or
otherwise do not become  vested in  accordance  with the Plan and the  Agreement
evidencing the Award.

8.3  Restrictions.  Restricted Shares issued at the beginning of the Restriction
Period shall  constitute  issued and outstanding  shares of Common Stock for all
corporate  purposes.  The  Holder  will  have the  right to vote the  Restricted
Shares, to receive and retain dividends and distributions paid or distributed on
the Restricted Shares and to exercise all other rights, powers and privileges of
a Holder of Common  Stock  with  respect  to the  Restricted  Shares;  provided,
however,  that (a) the Holder  will not be  entitled  to  delivery  of the stock
certificates  representing  the Restricted  Shares until the Restriction  Period
expires and unless all other  vesting and other  conditions  with respect to the
Restricted  Shares have been  fulfilled  or waived;  (b) the Company will retain
custody of the stock certificates  representing the Restricted Shares during the
Restriction Period as provided in Section 8.2; (c) other than such dividends and
distributions  as  the  Administrative  Committee  may  in  it  sole  discretion
designate,  the Company  will  retain  custody of all  distributions  ("Retained
Distributions")  made or declared with respect to the Restricted Shares (and the
Retained  Distributions  will be  subject  to the same  restrictions,  terms and
vesting and other  conditions as are applicable to the Restricted  Shares) until
such time, if ever, as the Restricted  Shares with respect to which the Retained
Distributions  have been made, paid or declared become vested,  and the Retained
Distributions  shall not bear interest or be  segregated in a separate  account;
(d) during the Restriction  Period, the Holder may not sell,  assign,  transfer,
pledge,  exchange,  or otherwise encumber or dispose of the Restricted Shares or
any Retained Distributions or the Holder's interest therein; and (e) a breach of
any  restrictions,  terms or  conditions  provided in the Plan of the  Agreement
evidencing  the Award,  or  established  by the  Administrative  Committee  with
respect to Restricted Shares or Retained Distributions  generally,  will cause a
forfeiture of the Restricted Shares and any Retained  Distributions with respect
thereto.

8.4  Issuance  of  Stock  at End of the  Restriction  Period.  If the  Agreement
evidencing an Award of Restricted Shares provides that the Restricted Shares are
not issuable until the end of the  Restriction  Period,  the  Restricted  Shares
shall not  constitute  issued and  outstanding  shares of Common Stock,  and the
Holder  shall not have any of the rights of a  shareholder  with  respect to the
Restricted  Shares,  until the shares are issued to the Holder at the end of the
Restriction Period.

8.5 Cash  Awards.  An Agreement  evidencing  an Award of  Restricted  Shares may
provide for the payment of a cash amount to the Holder of the Restricted  Shares
at any time after the Restricted Shares become vested. Such cash amount shall be
payable in accordance with such additional restrictions, terms and conditions as
shall be prescribed by the Administrative  Committee and shall be in addition to
any other salary,  incentive,  bonus or other  compensation  payments  which the
Holder shall be otherwise entitled or eligible to receive.

8.6 Completion of Restriction  Period.  Upon the Vesting Date with respect to an
Award  of  Restricted  Shares  and  the  satisfaction  of all  other  applicable
restrictions,  terms and  conditions  set forth in the Agreement  evidencing the
Award (a) all or the applicable  portion of the  Restricted  Shares shall become
vested,  (b) any Retained  Distributions  with respect to the Restricted  Shares
shall become vested to the extent that the  Restricted  Shares  related  thereto
have  vested,  and (c) any cash amount to be received by the Holder with respect
to the Restricted Shares shall become payable,  all in accordance with the terms
of the Agreement evidencing the Award. At the end of the Restriction Period with
respect to an Award, any Restricted Shares or Retained  Distributions  that have
not vested shall be forfeited to the Company and the Holder shall not thereafter
have any  rights  (including  dividend  or voting  rights)  with  respect to the
Restricted  Shares or Retained  Distributions so forfeited.  The  Administrative
Committee may, in its sole discretion, determine that the delivery of Restricted
Shares and/or Retained  Distributions  that have vested,  and the payment of any
cash amount that has become payable,  shall be deferred until such date or dates
as the Holder of the Award may elect.  Any  election  pursuant to the  preceding
sentence  shall  be filed  in  writing  with  the  Administrative  Committee  in
accordance  with such rules and  regulations,  including  any  deadline  for the
making of such an election, as the Administrative Committee may provide.

Article 9

                                   STOCK UNITS

9.1  Grant.  The  Administrative  Committee  shall  have  authority  to grant to
Eligible  Persons Awards of units,  the value of which is based,  in whole or in
part, on the Fair Market Value of the Common Stock ("Stock  Units").  Subject to
the provisions of the Plan,  including any rules established pursuant to Section
9.2,  an Award of Stock  Units  shall be  subject to such  terms,  restrictions,
conditions,  vesting  requirements  and  payment  rules  as  the  Administrative
Committee may determine, in its sole discretion, which need not be identical for
each Award.

9.2  Rules.  An Award of Stock  Units  may be made  subject  to such rule as the
Administrative Committee, in its sole discretion, deems advisable, including but
not limited to any or all of the following:

(a) The shares of Common  Stock  subject  to an Award of Stock  Units may not be
sold,  assigned,  transferred,  pledged,  exchanged or otherwise  encumbered  or
disposed of prior to the date on which the shares are issued,  or if later,  the
date specified by the Administrative Committee at the time of the Award.

(b) An Award of Stock Units may provide for the payment of cash consideration by
the Holder or may provide  that the Award,  and the shares of Common Stock to be
issued in connection  therewith,  if applicable,  shall be delivered without the
payment of cash consideration;  provided, however, that the price to be paid for
shares of Common Stock issuable in connection with an Award of Stock Units shall
not be less than the minimum consideration  necessary to permit the shares to be
deemed fully paid and nonassessable.

(c) An Award of Stock  Units may  relate in whole or in part to  performance  or
other criteria  established by the  Administrative  Committee at the time of the
grant.

(d) An Award of Stock Units may provide for deferred payment schedules,  vesting
over a specified period of an employment or consulting arrangement, elections by
the Holder to defer payment of the Award,  or the lifting of restrictions on the
Award, if any.

(e) In such  circumstances as the  Administrative  Committee may deem advisable,
the Administrative Committee may waive or otherwise remove, in whole or in part,
any  restrictions  or  limitations  to which an  Award of Stock  Units  was made
subject at the time of grant.

Article 10

                               GENERAL PROVISIONS

10.1     Acceleration of Options, SARs, Restricted Shares and Stock Units.

(a) Death or Disability. Upon the death or Disability of the Holder of an Award,
notwithstanding  any  contrary  waiting  period,   installment  period,  vesting
schedule or Restriction  Period in the Agreement  evidencing the Award or in the
Plan (except to the extent the Agreement expressly provides  otherwise):  (i) in
the case of an  Option  or SAR,  the  Option  or SAR  shall  immediately  become
exercisable  in full in  respect  of the  aggregate  number  of  shares  subject
thereto;  (ii)  in  the  case  of  Restricted  Shares,  the  Restriction  Period
applicable  to the  Award  of  Restricted  Shares  shall  expire  and all of the
Restricted Shares and any related Retained Distributions shall vest and any cash
amounts payable pursuant to the Agreement evidencing the Award shall be adjusted
in such  manner as may be provided  in the  Agreement;  and (iii) in the case of
Stock Units, the Award of Stock Units shall vest in full.

(b)  Approved  Transactions;  Control  Purchase.  In the  event of any  Approved
Transaction or Control  Purchase,  notwithstanding  any contrary waiting period,
installment  period,  vesting  schedule or  Restriction  Period in any Agreement
evidencing an Award or in the Plan (except to the extent the Agreement expressly
provides  otherwise):  (i) in the case of an  Option or SAR,  the  Option or SAR
shall become  exercisable  in full in respect of the aggregate  number of shares
subject thereto;  (ii) in the case of Restricted  Shares, the Restriction Period
applicable  to the  Award  of  Restricted  Shares  shall  expire  and all of the
Restricted Shares and any related Retained Distributions shall vest and any cash
amounts payable pursuant to the Agreement evidencing the Award shall be adjusted
in such  manner as may be provided  in the  Agreement;  and (iii) in the case of
Stock Units, the Award of Stock Units shall vest in full, in each case effective
upon the Control  Purchase or immediately  prior to consummation of the Approved
Transaction.  In the case of an Approved Transaction,  the Company shall provide
notice of the pendency of the Approved  Transaction,  at least fifteen (15) days
prior  to the  expected  date of  consummation  thereof,  to each  Holder  of an
outstanding  Option,  SAR or Stock Unit. Each Holder shall thereupon be entitled
to exercise the Option or the SAR, or tender any amount  required as a condition
to receipt of benefits  under the Stock Unit, at any time prior to  consummation
of the Approved  Transaction.  Any such  exercise or tender as to any portion of
the Option,  SAR or Stock Unit that will only become vested immediately prior to
the  consummation  of the Approved  Transaction in accordance with the foregoing
acceleration  provision  shall  be  contingent  on such  consummation.  Any such
exercise or tender as to any other portion of the Option, SAR or Stock Unit will
not be  contingent  on such  consummation  unless so  elected by the Holder in a
notice delivered to the Company simultaneously with the exercise or tender. Upon
consummation  of the Approved  Transaction,  all  Options,  SARs and Stock Units
shall  expire  to  the  extent  such   exercise  or  tender  has  not  occurred.
Notwithstanding the foregoing, except to the extent otherwise provided in one or
more Agreements  evidencing  Awards,  the  Administrative  Committee may, in its
discretion,  determine  that any or all  outstanding  Awards of any or all types
granted  pursuant  to the  Plan  will  not  vest  or  become  exercisable  on an
accelerated  basis in connection  with an Approved  Transaction  and/or will not
terminate if not exercised prior to consummation of the Approved Transaction, if
the Board or the surviving or acquiring  corporation,  as the case may be, shall
take,  or make  effective  provision  for the taking of,  such  action as in the
opinion of the Administrative Committee is equitable and appropriate in order to
substitute new Awards for such Awards or to assume such Awards (which assumption
may be effected by any means determined by the Administrative  Committee, in its
discretion,  including, but not limited to, by a cash payment to each Holder, in
cancellation  of  the  Awards  held  by  him  or  her,  of  such  amount  as the
Administrative Committee determines, in its sole discretion, represents the then
value of the Awards) and in order to make such new or assumed Awards,  as nearly
as  practicable,  equivalent  to the old  Awards  (before  giving  effect to any
acceleration of the vesting or exercisability thereof),  taking into account, to
the extent applicable,  the kind and amount of securities,  cash or other assets
into or for which the Common  Stock may be changed,  converted  or  exchanged in
connection with the Approved Transaction;  provided,  however,  that, unless the
Company has a class of Equity Security  registered pursuant to Section 12 of the
Exchange  Act,  the  Administrative  Committee  shall  not have  the  discretion
provided in this  sentence in  connection  with any  Approved  Transaction  that
otherwise  will  qualify  as a pooling of  interests  under  generally  accepted
accounting principles.

10.2 Termination of Services. The provisions of this Section 10.2 shall apply to
any Holder who is an employee of the Company or any of its Affiliates or a party
to a consulting arrangement with the Company or any of its Affiliates.

(a) General. If such a Holder's employment or consulting  arrangement terminates
prior to the complete  exercise of an Option or SAR (or deemed exercise thereof,
as provided in Section 7.2) or during the Restriction Period with respect to any
Restricted  Shares or prior to the  vesting or  complete  exercise  of any Stock
Units, then (i) in the case of an Option or SAR, the Award shall,  except to the
extent  the  Agreement   evidencing  the  Award  expressly  provides  otherwise,
thereafter  be  exercisable,  to the  extent  that the Holder  was  entitled  to
exercise  the Award on the date of such  termination,  for a period of three (3)
months following such  termination (but not later than the scheduled  expiration
date of the Award);  and (ii) the  Holder's  rights to any  unvested  Restricted
Shares and Retained Distributions, and to any cash amounts payable in connection
therewith,  and to any unvested Stock Units shall,  except as otherwise provided
in Section 10.1,  thereafter vest solely to the extent provided in the Agreement
evidencing the Award; provided,  however, that (A) if the Holder's employment or
consulting arrangement  terminates by reason of death or Disability,  the Option
or SAR  shall  remain  exercisable  for a  period  of at  least  six (6)  months
following such termination  (but not later than the scheduled  expiration of the
Option or SAR); and (B) any  termination by the Company or any of its Affiliates
for cause will be treated in accordance  with the provisions of Section  10.2(b)
(except to the extent the  Agreement  evidencing  the Award  expressly  provides
otherwise).

(b) Termination for Cause.  If a Holder's  employment or consulting  arrangement
with the Company or any of its  Affiliates  is  terminated  for cause during the
Restriction  Period with respect to Restricted  Shares, or prior to the exercise
of an Option or SAR, or prior to the vesting or exercise of Stock  Units,  then,
except to the extent one or more of the Agreements evidencing Awards held by the
Holder expressly  provide otherwise (i) all Options and SARs and all unvested or
unexercised Stock Units held by the Holder shall immediately terminate, and (ii)
the Holder's rights to all Restricted Shares and Retained Distributions,  and to
any cash amounts payable in connection therewith,  shall immediately  terminate.
For purposes of this Plan, "cause" shall have the meaning given that term in any
employment  agreement or consulting agreement to which the Holder is a party or,
in the absence thereof,  the conduct that shall constitute  "cause" for purposes
of  this  Plan  shall  be  extreme  deficiencies  in  the  Holder's  performance
(including a material  breach of any  confidentiality  and  invention  ownership
agreement  between  the  Holder  and  the  Company  or any  of its  Affiliates),
disloyalty,  fraud, violation of a federal or state law involving the commission
of a crime against the Company or any of its Affiliates, commission of a felony,
or commission of a gross  misdemeanor  that is determined by the  Administrative
Committee,  in its sole and  absolute  discretion,  to be of such  gravity as to
cause significant  injury to the business or reputation of the Company or any of
its Affiliates.

(c) Miscellaneous.  The Administrative Committee may determine whether any given
leave  of  absence  of a  Holder  constitutes  a  termination  of  the  Holder's
employment or consulting  arrangement;  provided,  however, that for purposes of
the Plan-

(i) a leave of absence,  duly authorized in writing by the Company or any of its
Affiliates for military  service or sickness,  or for any other purpose approved
by the  Company  or any of its  Affiliates,  if the period of the leave does not
exceed ninety (90) days, and

(ii) a leave of  absence  in excess of ninety  (90)  days,  duly  authorized  in
writing by the Company or any of its Affiliates,  provided the Holder's right to
return to service  with the Company or the  Affiliate  is  guaranteed  either by
statute or by contract-

shall not be deemed a  termination  of the  Holder's  employment  or  consulting
arrangement.  Awards  granted under the Plan shall not be affected by any change
of a  Holder's  employment  or  consulting  arrangement  so long  as the  Holder
continues  to be an  employee  of or  consultant  to the  Company  or any of its
Affiliates.  Except to the extent an  Agreement  evidencing  an Award  expressly
provides otherwise, if a Holder has an employment or consulting arrangement with
an Affiliate of the Company that ceases to be an Affiliate,  such event shall be
deemed to  constitute a  termination  of the Holder's  employment  or consulting
arrangement for a reason other than death or Disability.

10.3  Right  to  Terminate  Services.  Nothing  contained  in the Plan or in any
Agreement   evidencing   an  Award,   and  no  action  of  the  Company  or  the
Administrative  Committee with respect thereto,  shall confer or be construed to
confer on any Holder any right to  continue in the service of the Company or any
of its  Affiliates  or interfere in any way with the right of the Company or any
of its Affiliates, subject to the provisions of any agreement between the Holder
and the Company or any of its  Affiliates,  to  terminate  at any time,  with or
without cause, the employment or consulting arrangement with the Holder.

10.4 Nonalienation of Benefits.  Except as provided in Section 10.6, no right or
benefit  under the Plan  shall be  subject to  anticipation,  alienation,  sale,
assignment,  hypothecation,  pledge, exchange, transfer,  encumbrance or charge,
and any attempt to anticipate,  alienate,  sell,  assign,  hypothecate,  pledge,
exchange,  transfer,  encumber  or charge  the same  shall be void.  No right or
benefit  hereunder  shall in any  manner be liable  for or subject to the debts,
contracts, liabilities or torts of the person entitled to the right or benefit.

10.5  Written  Agreement.  Each  grant of an  Option  under  the  Plan  shall be
evidenced by a stock option  agreement  which shall  designate  the Option as an
Incentive  Stock  Option  or a  Nonqualified  Stock  Option;  each SAR  shall be
evidenced by a stock  appreciation  rights  agreement;  each Award of Restricted
Shares shall be evidenced by a  restricted  shares  agreement  and each Award of
Stock Units shall be evidenced by a stock units agreement, each in such form and
containing such terms and provisions not inconsistent with the provisions of the
Plan as the  Administrative  Committee  from time to time  approves  (each  such
agreement is referred to in the Plan as an "Agreement"); provided, however, that
if more than one type of Award is granted to the same Holder,  the Awards may be
evidenced by a single Agreement with the Holder. Each grantee of an Option, SAR,
Restricted  Shares or Stock Units shall be  notified  promptly of the grant,  an
Agreement  shall be executed and delivered by the Company to the grantee  within
sixty (60) days after the date the Administrative  Committee approves the grant,
and,  in the  discretion  of  the  Administrative  Committee,  the  grant  shall
terminate if the Agreement is not signed by the grantee (or his or her attorney)
and delivered to the Company within sixty (60) days after it is delivered to the
grantee.  An Agreement  may contain (but shall not be required to contain)  such
provisions as the Administrative  Committee deems appropriate to insure that the
penalty  provisions  of Section  4999 of the Code will not apply to any stock or
cash received by the Holder from the Company.  An Agreement may be modified from
time to time pursuant to Section 10.10(b).

10.6 Nontransferability. Awards granted under the Plan shall not be transferable
other than by will or by the laws of descent and distribution, and Awards may be
exercised  during the lifetime of the Holder  thereof only by the Holder (or his
or her court-appointed legal representative).

10.7     Repurchase of Shares.

(a) Right of Repurchase.  If so specified by the Administrative Committee at the
time an Award is granted to a Holder who is an employee of the Company or any of
its Affiliates or a party to a consulting arrangement with the Company or any of
its Affiliates,  the Company shall have the right, but shall not be required, to
repurchase  from the Holder  all or part of the shares of Common  Stock that the
Holder  acquires  upon the  exercise of the Option or SAR or upon the vesting of
Restricted  Shares  or Stock  Units,  as the case may be.  Such  right  shall be
exercisable  at any time and from time to time  during the period of ninety (90)
days  commencing  on the later of (i) the date of  termination  of the  Holder's
employment or consulting  arrangement  with the Company or any of its Affiliates
for any reason, including but not limited to death or Disability,  or (ii) as to
any Option or SAR that is  exercised,  or any  Restricted  Shares or Stock Units
that vest,  following  termination  of the  Holder's  employment  or  consulting
arrangement, the date of such exercise or vesting.

(b) Exercise of Repurchase  Right.  The Company's right of repurchase under this
Section  10.7 shall be  exercised  by  delivering  written  notice to the Holder
specifying the number of shares to be repurchased  and the effective date of the
repurchase,  which  date  shall not be  earlier  than the date of the notice nor
later than the date of termination of the Company's right of repurchase.

(c)  Repurchase  Price.  With  respect  to each share to be  repurchased  by the
Company upon its exercise of its right of  repurchase  under this Section  10.7,
the  repurchase  price  shall be the Fair  Market  Value of the  share as of the
effective date of the repurchase; provided, however, if a professional appraisal
of the Common Stock as of a date not more than fourteen (14) months prior to the
effective date of the repurchase is available, the repurchase price shall be the
per  share  value of the  Common  Stock as set  forth  in the most  recent  such
appraisal. The Company may elect to pay the amount owed to the Holder either (i)
in cash, in which case the amount shall be paid, without interest, within thirty
(30) days following the effective date of the repurchase, or (ii) in three equal
installments, with the first installment payable on the first anniversary of the
effective date of the repurchase,  and the remaining installments payable on the
corresponding  date in each of the next two  years,  with  each  installment  to
include interest on the unpaid  principal,  computed at the prime rate published
in the Wall Street Journal for the first business day of the calendar quarter in
which the  effective  date of the  repurchase  occurs,  for the period  from the
effective date of the repurchase or the date of the most recent installment,  as
the case may be, to the due date of the installment being paid.

(d)  Termination of Right of Repurchase.  Any right of repurchase of the Company
under  this  Section  10.7  shall  terminate  upon the  occurrence  of a Control
Purchase or an Approved  Transaction  (other  than an  Approved  Transaction  in
connection with which the  Administrative  Committee  determines,  in accordance
with the last sentence of Section 10.1(b), that Awards otherwise subject to such
right of repurchase will not vest or become  exercisable on an accelerated basis
and/or will not terminate if not exercised prior to consummation of the Approved
Transaction).  Any right of  repurchase  of the Company  under this Section 10.7
shall also terminate upon the effective date of the  registration by the Company
of any class of any Equity Security pursuant to Section 12 of the Exchange Act.

10.8 Right of First Refusal.  An Agreement  evidencing an Award may contain such
provisions as the  Administrative  Committee shall determine to the effect that,
if the Holder  elects to sell all or any shares of Common  Stock that the Holder
acquires  upon  the  exercise  of the  Option  or SAR or  upon  the  vesting  of
Restricted  Shares or Stock Units, as the case may be, then the Holder shall not
sell the shares  unless the Holder  shall have first  offered in writing to sell
the shares to the Company at Fair Market Value on a date specified in the offer,
which date shall be at least three (3) business  days and not more than ten (10)
business days following the date of the offer.

10.9 Shareholders Agreement.  Unless the Agreement evidencing an Award expressly
provides  otherwise,  the Holder of an Award may be required,  as a condition to
the  issuance of any shares of Common  Stock that the Holder  acquires  upon the
exercise of the Option or SAR or upon the vesting of Restricted  Shares or Stock
Units,  as the case may be, to execute and deliver to the Company a shareholders
agreement  in such  form  as may be in use by the  Company  at the  time of such
exercise,  or a  counterpart  thereof,  together  with,  unless  the  Holder  is
unmarried, a spousal consent in the form required thereby, unless the Holder has
previously  executed and delivered  such documents and they are in effect at the
time the shares are to be issued.

10.10    Termination and Amendment.

(a)  General.   Unless  the  Plan  shall  previously  have  been  terminated  as
hereinafter  provided,  no Awards may be granted  under the Plan on or after the
tenth (10th)  anniversary of the Effective Date. The Board or the Administrative
Committee may at any time prior to the tenth (10th) anniversary of the Effective
Date terminate the Plan, and may, from time to time,  suspend or discontinue the
Plan or modify or amend the Plan in such  respects  as it shall deem  advisable;
provided, however, that any such modification or amendment shall comply with all
applicable laws, applicable stock exchange listing requirements,  and applicable
requirements  for  exemption  (to  the  extent   necessary)  under  Rule  16b-3.
Notwithstanding  the  foregoing,   without  further   shareholder   approval  no
modification  or amendment  to this Plan shall  increase the number of shares of
Common Stock subject to the Plan (except as authorized by Article 4), change the
class of  persons  eligible  to  receive  Awards  under the Plan,  or  otherwise
materially increase the benefits accruing to participants under the Plan.

(b)  Modification.  No  termination,  modification  or amendment of the Plan may
adversely  affect  the  rights  of the  Holder  of an  outstanding  Award in any
material way unless the Holder consents  thereto.  No  modification,  extension,
renewal or other change in any Award  granted under the Plan shall be made after
the grant of the Award, unless the same is consistent with the provisions of the
Plan.  With the consent of the Holder and subject to the terms and conditions of
the Plan (including  Section 10.10(a)),  the Administrative  Committee may amend
outstanding  Agreements  with any Holder,  including,  without  limitation,  any
amendment  that would (i) accelerate the time or times at which the Award may be
exercised,  and/or  (ii)  extend  the  scheduled  expiration  date of the Award.
Without limiting the generality of the foregoing,  the Administrative  Committee
may,  but solely with the  Holder's  consent  unless  otherwise  provided in the
Agreement  evidencing  an Award,  agree to cancel  any Award  under the Plan and
issue  a new  Award  in  substitution  therefor,  provided  that  the  Award  so
substituted shall satisfy all of the requirements of the Plan as of the date the
new Award is granted.  Nothing  contained in the  foregoing  provisions  of this
Section 10.10(b) shall be construed to prevent the Administrative Committee from
providing  in any  Agreement  evidencing  an Award that the rights of the Holder
with  respect  to the Award are  subject to such  rules and  regulations  as the
Administrative  Committee  may,  subject to the express  provisions of the Plan,
adopt from time to time, or impair the enforceability of any such provision.

10.11  Government  and Other  Regulations.  The  obligation  of the Company with
respect to Awards shall be subject to all applicable laws, rules and regulations
and such approvals by any governmental  agencies as may be required,  including,
without  limitation,  the effectiveness of any registration  statement  required
under  the  Securities  Act of  1933,  and  the  rules  and  regulations  of any
securities  exchange or  association  on which the Common Stock may be listed or
quoted.  As long as the Common Stock is  registered  under the Exchange Act, the
Company shall use its reasonable  efforts to comply with any legal  requirements
(a) to maintain a  registration  statement in effect under the Securities Act of
1933 with  respect to all  shares of Common  Stock that may be issued to Holders
under the Plan,  and (b) to file in a timely  manner all reports  required to be
filed by it under the Exchange Act.

10.12 Withholding. The Company's obligation to deliver shares of Common Stock or
pay cash in respect of any Award  under the Plan shall be subject to  applicable
federal, state and local tax withholding requirements.  Federal, state and local
withholding tax due at the time of an Award,  upon the exercise of any Option or
SAR or upon the vesting  of, or  expiration  of  restrictions  with  respect to,
Restricted  Shares or Stock Units, as the case may be, may, in the discretion of
the Administrative Committee, be paid in shares of Common Stock already owned by
the  Holder or through  the  withholding  of shares  otherwise  issuable  to the
Holder,  upon such terms and conditions as the  Administrative  Committee  shall
determine. If the Holder shall fail to pay, or make arrangements satisfactory to
the  Administrative  Committee for the payment of, all such  federal,  state and
local taxes,  then the Company or any of its Affiliates shall, to the extent not
prohibited  by law,  have the  right to  deduct  from  any  payment  of any kind
otherwise due to the Holder an amount equal to any federal, state or local taxes
of any kind required to be withheld by the Company or any of its Affiliates with
respect to the Award.

10.13  Separability.  With respect to Incentive Stock Options, if this Plan does
not contain any  provision  required to be included  herein under Section 422 of
the Code, such provision shall be deemed to be incorporated herein with the same
force  and  effect  as if such  provision  had  been set out at  length  herein;
provided,  however, that to the extent any Option that is intended to qualify as
an Incentive Stock Option cannot so qualify,  the Option, to that extent,  shall
be deemed to be a Nonqualified Stock Option for all purposes of the Plan.

10.14 Non-Exclusivity of the Plan. Neither the adoption of the Plan by the Board
nor the submission of the Plan to the  shareholders  of the Company for approval
shall be  construed  as creating  any  limitations  on the power of the Board to
adopt such other incentive  arrangements  as it may deem  desirable,  including,
without limitation,  the granting of stock options and the awarding of stock and
cash  otherwise  than  under  the  Plan,  and such  arrangements  may be  either
generally applicable or applicable only in specific cases.

10.15 Exclusion from Pension and Profit-Sharing Computation. By acceptance of an
Award,  unless  otherwise  provided in the Agreement  evidencing the Award,  the
Holder  shall be  deemed to have  agreed  that the  Award is  special  incentive
compensation  that will not be taken into  account,  in any  manner,  as salary,
compensation  or bonus in  determining  the  amount  of any  payment  under  any
pension,  retirement or other  employee  benefit plan,  program or policy of the
Company or any of its Affiliates.

10.16  Unfunded Plan. The Company shall not be required to segregate any cash or
any shares of Common Stock that may at any time be represented by Awards and the
Plan shall constitute an "unfunded" plan of the Company.

10.17 No  Shareholder  Rights.  Except as provided in Article 7 with  respect to
Awards of  Restricted  Shares and except as expressly  set forth in writing,  no
Holder or other  person shall have any voting or other  shareholder  rights with
respect to shares of Common Stock subject to an Award until all conditions under
the Award and this Plan to  issuance  of the shares  have been  satisfied  and a
certificate for the shares has been issued. No adjustment shall be made for cash
or other dividends or distributions to shareholders for which the record date is
prior to the date of such issuance.

10.18  Governing Law. The Plan shall be governed by, and construed in accordance
with, the laws of the State of Washington.

10.19 . Each  certificate  representing  shares of Common Stock issued under the
Plan shall, unless the Administrative Committee otherwise determines, contain on
its face the notice "SEE TRANSFER  RESTRICTIONS ON REVERSE" and on its reverse a
legend in form  substantially  as follows,  together with any other legends that
are required by the terms and conditions of the Plan or that the  Administrative
Committee in its discretion deems necessary or appropriate:

                  NOTICE:  TRANSFER AND OTHER RESTRICTIONS

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  OR ANY STATE
                  SECURITIES  LAWS, AND MAY NOT BE OFFERED,  SOLD,  TRANSFERRED,
                  ENCUMBERED,  OR OTHERWISE DISPOSED OF EXCEPT UPON SATISFACTION
                  OF   CERTAIN   CONDITIONS.    INFORMATION   CONCERNING   THESE
                  RESTRICTIONS MAY BE OBTAINED FROM THE  CORPORATION.  ANY OFFER
                  OR DISPOSITION OF THESE  SECURITIES  WITHOUT  SATISFACTION  OF
                  SAID  CONDITIONS  WILL BE  WRONGFUL  AND WILL NOT  ENTITLE THE
                  TRANSFEREE TO REGISTER  OWNERSHIP OF THE  SECURITIES  WITH THE
                  CORPORATION.

                  THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  ALSO
                  SUBJECT TO  RESTRICTIONS  ON  TRANSFER,  AND MAY BE SUBJECT TO
                  REPURCHASE  BY  THE   CORPORATION   OR  ONE  OR  MORE  OF  ITS
                  SHAREHOLDERS,   OR   RIGHTS   OF   FIRST   REFUSAL   OR  OTHER
                  RESTRICTIONS,  PURSUANT TO THE PROVISIONS OF THE CORPORATION'S
                  1997 STOCK  INCENTIVE  PLAN  AND/OR AN  AGREEMENT  BETWEEN THE
                  HOLDER  AND THE  CORPORATION  AND/OR  AN  AGREEMENT  AMONG THE
                  SHAREHOLDERS OF THE CORPORATION.  INFORMATION CONCERNING THESE
                  RESTRICTIONS MAY BE OBTAINED FROM THE CORPORATION.

The Company may cause the  transfer  agent for the Common  Stock to place a stop
transfer order with respect to such shares.

10.20  Company's  Rights.  The grant of Awards  pursuant  to the Plan  shall not
affect in any way the right or power of the  Company to make  reclassifications,
reorganizations  or other changes of or to its capital or business  structure or
to merge,  consolidate,  liquidate, sell or otherwise dispose of all or any part
of its business or assets.



                                TABLE OF CONTENTS
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                                                                                      Page

<S>     <C>                                                                             <C>
Article 1..............................................PURPOSE AND EFFECTIVENESS        1
   1.1..................................................................Purpose.        1
   1.2...........................................................Effective Date.        1
Article 2............................................................DEFINITIONS        1
   2.1....................................................Certain Defined Terms.        1
Article 3.........................................................ADMINISTRATION        4
   3.1.................................................Administrative Committee.        4
   3.2.......................Administration Following Exchange Act Registration.        4
   3.3................... ..................................Powers; Regulations.        5
   3.4......................................................Limits on Authority.        5
   3.5................................................Exercise of Authority.            6
Article 4.............................................SHARES SUBJECT TO THE PLAN        6
   4.1.........................................................Number of Shares.        6
   4.2..............................................................Adjustments.        6
Article 5............................................................ELIGIBILITY        7
   5.1..................................................................General.        7
   5.2............................................................Ineligibility.        7
Article 6..........................................................STOCK OPTIONS        7
   6.1.........................................................Grant of Options.        7
   6.2...........................................................Purchase Price.        8
   6.3.....................................................Limitation on Grants.        8
   6.4..........................................................Term of Options.        8
   6.5......................................................Exercise of Options.        8
   6.6.......................................................Manner of Exercise.        8
Article 7...................................................................SARS        9
   7.1............................................................Grant of SARs.        9
   7.2..............................................................Tandem SARs.        10
   7.3.......................................................Free Standing SARs.        10
   7.4.............................................. .............Consideration.        10
   7.5............................................... ..............Limitations.        11
   7.6............................................... .................Exercise.        11
Article 8.....................................................RESTRICTED SHARES         11
   8.1...................................................................Grant.         11
   8.2.....Issuance of Restricted Shares at Beginning of the Restriction Period.        11
   8.3.............................................................Restrictions.        12
   8.4.......................Issuance of Stock at End of the Restriction Period.        12
   8.5..............................................................Cash Awards.        13
   8.6.........................................Completion of Restriction Period.        13
Article 9............................................................STOCK UNITS        13
   9.1....................................................................Grant.        13
   9.2....................................................................Rules.        13
Article 10....................................................GENERAL PROVISIONS        14
   10.1........Acceleration of Options, SARs, Restricted Shares and Stock Units.        14
   10.2.................................................Termination of Services.        15
   10.3.............................................Right to Terminate Services.        17
   10.4...............................................Nonalienation of Benefits.        17
   10.5.......................................................Written Agreement.        17
   10.6.......................................................Nontransferability        18
   10.7....................................................Repurchase of Shares.        18
   10.8..................................................Right of First Refusal.        19
   10.9..................................................Shareholders Agreement.        19
   10.10..............................................Termination and Amendment.        19
   10.11.......................................Government and Other Regulations.        20
   10.12............................................................Withholding.        20
   10.13...........................................................Separability.        21
   10.14............................................Non-Exclusivity of the Plan.        21
   10.15..................Exclusion from Pension and Profit-Sharing Computation.        21
   10.16..........................................................Unfunded Plan.        21
   10.17..................................................No Shareholder Rights.        21
   10.18..........................................................Governing Law.        21
   10.19.................................................................Legends        21
   10.20.......................................................Company's Rights.        24

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