Exhibit 10.2
                             ATOMIC PAINTBALL, INC.
                            2003 STOCK INCENTIVE PLAN

         SECTION 1.  General Purpose of Plan; Definitions.

         The  name of  this  plan  is the  Atomic  Paintball,  Inc.  2003  Stock
Incentive  Plan  (the  "Plan").  The  purpose  of the Plan is to  enable  Atomic
Paintball,  Inc.  (the  "Company")  and its  Subsidiaries  to attract and retain
selected  directors,  officers,  employees and consultants who contribute to the
Company's success by their ability,  ingenuity and industry, and to enable these
directors,  officers,  employees and consultants to participate in the long-term
success and growth of the Company through an equity interest in the Company.

         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

         "16b-3  Non-Employee  Director"  means  a  "non-employee  director"  as
defined in Rule 16b-3 of the Exchange Act.

         "Affiliate"  means  (i)  any  corporation  (other  than a  Subsidiary),
partnership,  joint  venture  or any other  entity in which  the  Company  owns,
directly or indirectly, at least a 10 percent beneficial ownership interest.

         "Annual Bonus" or "Bonus" means the annual cash bonus, if any,  payable
by the Company to an Eligible  Executive  for  services to the Company or any of
its affiliates, as such amount may be determined from year to year.

         "Annual  Compensation" means the annual cash retainer and meeting fees,
if any,  payable by the Company to a  Non-Employee  Director  for  services as a
director  (and, if  applicable,  as the member or chairman of a committee of the
Board) of the  Company,  as such  amount may be changed  from time to time.  The
Company has not historically  paid such  compensation to Non-Employee  Directors
and may or may not pay such compensation in the future.

         "Beneficiary"  means any person or persons designated by a Participant,
in   accordance   with   procedures   established   by  the  Committee  or  Plan
Administrator,  to receive benefits  hereunder in the event of the Participant's
death.  If any  Participant  shall  fail to  designate  a  Beneficiary  or shall
designate  a  Beneficiary  who  shall  fail  to  survive  the  Participant,  the
Beneficiary  shall be the  Participant's  surviving  spouse,  or,  if none,  the
Participant's  surviving  descendants  (who shall take per stirpes) and if there
are no surviving descendants, the Beneficiary shall be the Participant's estate.

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

         "Bonus Election Date" means the date  established by the Plan Committee
as the date by which a Participant  must submit a valid  Election Form for Bonus
to the Plan  Administrator  in order to defer  Annual Bonus under the Plan for a
calendar  year.  For each calendar  year,  the Bonus  Deferral  Election Date is
December 31 of the calendar year prior to which the Bonus is to be earned.

         "Business Day" means a day on which the Over the Counter Bulletin Board
or any national securities exchange or electronic or over-the-counter  market on
which the Stock is traded is open for business.

         "Cause" means a Participant's willful misconduct or dishonesty,  any of
which is directly and  materially  harmful to the business or  reputation of the
Company or any Subsidiary or Affiliate.

         "Change in Control" means any of the following through a transaction or
series of  transactions  that occur(s) after the  registration  of the Company's
Stock registered pursuant to the Exchange Act:

                  (i) when any "person",  as such term is used in Sections 13(d)
and 14(d) of the  Exchange  Act (other than the Company or a  Subsidiary  or any
Company employee benefit plan), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,  of securities of
the  Company  representing  20% or  more of the  combined  voting  power  of the
Company's then outstanding securities;

                  (ii) the  occurrence of any  transaction  or event relating to
the Company that is required to be  described  pursuant to the  requirements  of

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Item 6(e) of Schedule  14A of  Regulation  14A of the  Securities  and  Exchange
Commission under the Exchange Act;

                  (iii) when,  during any period of two consecutive years during
the existence of the Plan, the individuals who, at the beginning of such period,
constitute  the Board,  cease for any reason  other than  death,  Disability  or
Retirement to constitute at least a majority of the Board,  unless each director
who was not a director at the beginning of such period was elected by, or on the
recommendation of, at least two-thirds of the directors at the beginning of such
period;

                  (iv) the Company is combined (through merger,  share exchange,
consolidation or otherwise) and, as a result of such transaction,  less than 50%
of the combined voting power of the  outstanding  securities of the surviving or
resulting  corporation are owned in the aggregate by the former  stockholders of
the Company;

                  (v) the Company  sells,  leases or otherwise  transfers all or
substantially all of its properties or assets to another person or entity; or

                  (vi) a dissolution  or liquidation of the Company or a partial
liquidation involving 50% or more of the assets of the Company occurs.

         "Change of Control Price" is defined in Section 14(d) of the Plan.

         "Code" means the  Internal  Revenue  Code of 1986,  as amended,  or any
successor law.

         "Commission" means the Securities and Exchange Commission.

         "Committee"  means the special  committee  approved by the Board solely
for the purpose of  administering  the Plan and other similar acts which will be
composed of at least two  directors  and all members of this  special  committee
will be  composed  of only  "outside  directors"  within the  meaning of Section
162(m) of the Code that are also 16b-3 Non-Employee Directors. If at any time no
Committee shall be in office,  then the functions of the Committee  specified in
the Plan shall be exercised by the Board.

         "Company" means Atomic Paintball,  Inc., a corporation  organized under
the laws of the State of Texas (or any successor corporation).

         "Covered Employee" means an individual who the Committee determines is,
or is expected to be as of the relevant date for  determining  the Company's tax
deduction,  a covered employee as defined in Section  162(m)(3) of the Code with
respect to the Company.

         "Deferral Period" is defined in Section 9(a) of the Plan.

         "Deferred Stock" means an award made pursuant to Section 9 below of the
right to receive Stock at the end of a specified deferral period.

         "Director  Stock Option"  means any option to purchase  shares of Stock
granted to members of the Board under Section 6 or 10.

         "Disability"  means total and permanent  disability as determined under
the  Company's  long-term  disability  program,  whether or not the  Optionee is
covered under such program. If no such program is in effect, the Disability of a
Participant  shall be  determined  in good  faith by the  Board  (excluding  the
Participant, if applicable).

         "Elective Deferral" period is defined in Section 9(b) of the Plan.

         "Eligible  Executive"  means an  executive  officer of the  Company,  a
Subsidiary or an Affiliate,  as such officers may be selected by the Chairman of
the Board of Directors or the Committee or its designee from year to year, to be
eligible for Executive Compensation Stock Options pursuant to Section 10 below.


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<PAGE>

         "Election Form for Annual Compensation" means a form,  substantially in
the form attached hereto as Exhibit C, pursuant to which a Non-Employee Director
elects to convert Annual Compensation to Options under Section 10 of the Plan.


         "Election  Form  for  Bonus"  means a form,  substantially  in the form
attached hereto as Exhibit B, pursuant to which an Eligible  Executive elects to
convert Bonus to Options under Section 10 of the Plan.

         "Election  Form for  Salary"  means a form,  substantially  in the form
attached hereto as Exhibit A, pursuant to which an Eligible  Executive elects to
convert Salary to Options under Section 10 of the Plan.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and any successor thereto.

         "Fair Market Value" means,  as of any given date, (i) the closing price
per share of the Stock on the Over the  Counter  Bulletin  Board or, (ii) if the
Stock  is not then  traded  on the Over the  Counter  Bulletin  Board,  then the
closing  price per share of the Stock on any  national  securities  exchange  or
electronic  or  over-the-counter  market on which the Stock is then  traded  or,
(iii) if the Stock is not then traded on the Over the Counter  Bulletin Board or
any national securities exchange or electronic or over-the-counter  market, then
the fair  market  value of the  Stock  as  determined  by a  formula  or  method
determined by the Committee.

         "Incentive  Stock  Option"  means any Stock  Option  intended to be and
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

         "Non-Employee  Director"  means a director of the Company who is not an
employee  or  officer  of  the  Company,  or any  Subsidiary  or  Affiliate  (as
determined by the Committee).

         "Non-Employee  Director  Election  Date"  means  the  date  by  which a
Non-Employee  Director must submit a valid Election Form for Annual Compensation
to the Plan  Administrator in order to participate  under Section 10 of the Plan
for a calendar year. For each calendar year, the Election Date is December 31 of
the preceding calendar year; provided,  however,  that the Non-Employee Director
Election Date for a newly eligible  Non-Employee  Director shall be the 30th day
following the date on which such individual becomes a Non-Employee Director.

         "Non-Qualified  Stock  Option"  means any Stock  Option  that is not an
Incentive Stock Option.

         "Normal  Retirement"  means retirement from active  employment with the
Company, any Subsidiary and any Affiliate on or after the normal retirement date
specified in the applicable  tax-qualified company pension plan, and, if no such
pension plan exists,  then retirement  from active  employment with the Company,
any  Subsidiary  and any  Affiliate on or after the  attainment of age 65 by the
Participant.

         "Option Grant Date" means the date upon which a Stock Option is granted
to a Participant pursuant to Article 5 or, for purposes of Section 10, the dates
specified in Section 10.

         "Optionee" means a consultant,  officer or key employee to whom a Stock
Option has been granted or, in the event of such individual's death prior to the
expiration of a Stock Option, such individual's Beneficiary.

         "Participant" means any director,  consultant,  officer or key employee
who has been awarded a Stock Option,  Director Stock Option,  Restricted  Stock,
Stock Appreciation Right or Deferred Stock Right under the Plan.

         "Plan" means this 2003 Stock Incentive Plan.

         "Plan  Administrator"  means  the  Committee  or any  agent to whom the
Committee delegates administrative duties under the Plan, as the case may be.

         "Potential Change of Control" is defined in Section 14(c) of the Plan.

         "Restricted  Stock"  means an award of shares of Stock that are subject
to restrictions under Section 8.


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<PAGE>

         "Restricted  Stock Award  Agreement"  is defined in Section 8(b) of the
Plan.

         "Restriction Period" is defined in Section 8(c) of the Plan.


         "Salary"  means  the  salary  payable  by the  Company  to an  Eligible
Executive for services to the Company,  a Subsidiary or any  Affiliate,  as such
amount may be changed from time to time.

         "Salary  Election  Date" means the date  established by the Plan as the
date by which a Participant  must submit a valid Election Form for Salary to the
Plan Administrator in order to convert Salary to Options under Section 10 of the
Plan for a calendar year.  For each calendar  year, the Salary  Election Date is
December 31 of the preceding calendar year.

         "Stock Option Award Notice" means a written award notice to an Eligible
Executive or a Non-Employee Director from the Company evidencing an Option.

         "Stock" means the common stock of the Company, no par value per share.

         "Stock  Appreciation Right" means a right granted under Section 7 below
to  surrender  to the Company all or a portion of a Stock Option in exchange for
an amount equal to the difference  between (i) the Fair Market Value,  as of the
date such Stock Option or such portion of such Stock Option is  surrendered,  of
the shares of Stock  covered by such Stock  Option or such portion of such Stock
Option,  and (ii) the  aggregate  exercise  price of such  Stock  Option or such
portion of such Stock Option.

         "Stock Option" or "Option" means any option to purchase shares of Stock
granted pursuant to Section 5, 6 or 10.

         "Subsidiary"  means any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with  the  Company  if each of the
corporations  (other than the last corporation in the unbroken chain) owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in the chain.

         SECTION 2.  Administration.

         The Plan shall be  administered  by the  Committee  which  shall at all
times  comply  with the  requirements  of Rule 16b-3 of the  Exchange  Act.  All
members of the Committee shall also be "outside directors" within the meaning of
Section 162(m) of the Code.

         The  Committee  shall have the power and authority to grant to eligible
individuals,  pursuant to the terms of the Plan: (i) Stock  Options;  (ii) Stock
Appreciation Rights; (iii) Restricted Stock or (iv) Deferred Stock.

         In particular,  the Committee has the authority  (except where the Plan
expressly grants such authority to the Board):

         (i) to  select  the  consultants,  directors,  officers  and  other key
employees of the Company,  its  Subsidiaries  and its  Affiliates  to whom Stock
Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock awards or
a combination of the foregoing from time to time will be granted under the Plan;

         (ii) to determine  whether and to what extent  Incentive Stock Options,
Non-Qualified  Stock Options,  Stock  Appreciation  Rights,  Restricted Stock or
Deferred Stock,  or a combination of the foregoing,  are to be granted under the
Plan;

         (iii) to determine  the number of shares of Stock to be covered by each
such award granted under the Plan;

         (iv) to determine the terms and conditions,  not inconsistent  with the
terms of the Plan, of any award granted  hereunder,  including,  but not limited
to, any  restriction  on any Stock  Option or other  award  and/or the shares of
Stock  relating  thereto based on  performance  and/or such other factors as the
Committee  may  determine,  in its sole  discretion,  any  vesting  acceleration
features  based on  performance  and/or such other  factors as the Committee may
determine, in its sole discretion, reload features, transferability features and
other features not inconsistent with the Plan; and


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<PAGE>

         (v) to determine  whether,  to what extent and under what circumstances
Stock and other  amounts  payable with respect to an award under this Plan shall
be deferred either automatically or at the election of a participant,  including
providing  for and  determining  the amount (if any) of deemed  earnings  on any
deferred amount during any deferral period.

         The Committee shall have the  discretionary  authority to adopt,  alter
and repeal such  administrative  rules,  guidelines and practices  governing the
Plan as it, from time to time,  deems  advisable;  to construe and interpret the
terms and  provisions  of the Plan and any award  issued under the Plan (and any
agreements  relating thereto);  and to otherwise supervise the administration of
the Plan.

         The Committee may delegate  administrative duties under the Plan to one
or more  agents  as it shall  deem  necessary  or  advisable.  No  member of the
Committee or the Board or the Plan Administrator  shall be personally liable for
any action or  determination  made in good faith with respect to the Plan or any
Option  or to any  settlement  of any  dispute  between  a  Participant  and the
Company.

         All decisions  made by the Committee (or the Board in the case of Stock
Options granted under Section 6) pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Participants.

         SECTION 3.  Stock Subject to Plan.

         The total number of shares of Stock reserved and available for issuance
and distribution under the Plan shall be 2,000,000,  which may consist, in whole
or in part, of authorized and unissued shares or treasury shares.  To the extent
that shares  subject to an  outstanding  Option are not issued or  delivered  by
reason of the expiration, termination, cancellation or forfeiture of such Option
or by reason of the  delivery of shares to pay all or a portion of the  exercise
price of such Option, then such shares shall again be available under the Plan.

         In  the  event  of  any  sale  of   assets,   merger,   reorganization,
consolidation,  recapitalization,  Stock dividend,  or other change in corporate
structure affecting the Stock, an equitable  substitution or adjustment shall be
made in (i) the aggregate number of shares reserved for issuance under the Plan,
(ii) the number and option price of shares subject to outstanding  Stock Options
granted under the Plan,  (iii) the number of shares subject to Restricted  Stock
or Deferred Stock awards granted under the Plan and (iv) the aggregate number of
shares available for issuance to any director,  officer,  employee or consultant
pursuant  to  Section  4(a),  as  may be  determined  to be  appropriate  by the
Committee, in its sole discretion, provided that the number of shares subject to
any award shall always be a whole number.  Such adjusted option price shall also
be used to determine the amount  payable by the Company upon the exercise of any
Stock Appreciation Right associated with any Stock Option.

         SECTION 4.  Eligibility.

         (a) Eligible Officers,  Employees and Consultants.  Officers, other key
employees and  consultants of the Company,  its  Subsidiaries  or its Affiliates
(but,  except  as  provided  in  Sections  6 and 10,  excluding  members  of the
Committee and, any person who serves only as a director) who are responsible for
or contribute to the management,  growth and/or profitability of the business of
the Company, its Subsidiaries or its Affiliates are eligible to be granted Stock
Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock awards.

         Except as provided in Section 6, the optionees and  participants  under
the Plan  shall be  selected  from  time to time by the  Committee,  in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion,  the number of shares covered by each award or grant; provided,
however,  that no person shall be granted  Stock  Options or Stock  Appreciation
Rights on more than  500,000  shares of stock in any  calendar  year,  including
shares related to Stock Options which,  for any reason,  are cancelled,  expire,
terminate, lapse or are forfeited.

         (b)  Eligible  Directors.   Non-Employee   Directors  are  eligible  to
participate under Sections 6 and 10 hereof.

         (c)  Eligible  Consultants.  Consultants  who  provide  services to the
Company or an Affiliate  are  eligible to receive  Non-Qualified  Stock  Options
pursuant to Section 5 of the Plan.

         SECTION 5.  Stock Options.


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<PAGE>

         Stock  Options  may be granted  either  alone or in  addition  to other
awards  granted under the Plan. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve,  and the provisions
of Stock Option awards need not be the same with respect to each Optionee.

         The  Stock  Options  granted  under the Plan may be of two  types:  (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.

         The Committee shall have the authority to grant any Optionee  Incentive
Stock  Options,  Non-Qualified  Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights) except that Incentive Stock
Options  shall only be granted to employees of the Company or a  Subsidiary.  To
the extent that any Stock Option does not qualify as an Incentive  Stock Option,
it shall constitute a separate Non-Qualified Stock Option.

         Except as provided  in Section  5(1),  no term of the Plan  relating to
Incentive Stock Options shall be interpreted,  amended or altered, nor shall any
discretion  or  authority  granted  under  the  Plan be so  exercised,  so as to
disqualify  either the Plan or any  Incentive  Stock Option under Section 422 of
the Code.  Notwithstanding the foregoing,  in the event an Optionee  voluntarily
disqualifies  an option as an  Incentive  Stock  Option  within  the  meaning of
Section 422 of the Code,  the Committee may, but shall not be obligated to, make
such  additional  grants,   awards  or  bonuses  as  the  Committee  shall  deem
appropriate,  to reflect the tax savings to the Company  which results from such
disqualification.

         Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

         (a) Option Price. The option price per share of Stock purchasable under
a Stock Option  shall be  determined  by the  Committee at the time of grant but
shall be not less than 100% of the Fair Market Value of the Stock on the date of
the grant of the Stock Option.

         (b) Option  Term.  The term of each Stock  Option shall be fixed by the
Committee,  but no Incentive  Stock Option  shall be  exercisable  more than ten
years after the date such Incentive Stock Option is granted.

         (c)  Exercisability.  Subject to Section 5(l) with respect to Incentive
Stock  Options,  Stock  Options shall be  exercisable  at such time or times and
subject to such terms and  conditions as shall be  determined by the  Committee,
provided,  however,  that, except as provided in Section 5(f), 5(g), 5(h) or 14,
no Stock  Option shall be  exercisable  prior to six months from the date of the
granting  of the  Option.  Notwithstanding  the  limitations  set  forth  in the
preceding sentence, the Committee may accelerate the exercisability of any Stock
Option, at any time, in whole or in part, based on performance and/or such other
factors as the Committee may determine in its sole discretion.

         (d) Method of Exercise.  Stock Options, to the extent exercisable under
Section 5(c) above,  may be exercised in whole or in part at any time during the
option period,  by giving  written notice of exercise to the Company  specifying
the  number of shares to be  purchased,  accompanied  by  payment in full of the
purchase price, in cash, by check or such other  instrument as may be acceptable
to the Committee (including  instruments providing for "cashless exercise").  As
determined by the Committee, in its sole discretion,  at or after grant, payment
in full or in part may also be made in the form of  unrestricted  Stock  already
owned by the Optionee or, in the case of the exercise of a  Non-Qualified  Stock
Option,  Restricted  Stock or Deferred Stock subject to an award under this Plan
(based,  in each  case,  on the Fair  Market  Value of the Stock on the date the
option is exercised,  as determined by the Committee).  If payment of the option
exercise  price of a  Non-Qualified  Stock Option is made in whole or in part in
the form of Restricted  Stock or Deferred  Stock,  the shares  received upon the
exercise of such Stock Option shall be restricted  or deferred,  as the case may
be, in  accordance  with the  original  term of the  Restricted  Stock  award or
Deferred Stock award in question, except that the Committee may direct that such
restrictions  or  deferral  provisions  shall  apply to only the  number of such
shares  equal to the  number of shares of  Restricted  Stock or  Deferred  Stock
surrendered  upon the exercise of such option.  No shares of unrestricted  Stock
shall be issued until full payment for the unrestricted  Stock has been made. An
Optionee  shall have the rights to dividends  or other  rights of a  stockholder
with respect to shares subject to the Option when the Optionee has given written
notice of exercise and has paid in full for such shares.

         (e) Transferability of Options. Incentive Stock Options under this Plan
may  not  be  transferred  other  than  by  will  or the  laws  of  descent  and


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distribution  and each  Incentive  Stock  Option  may be  exercised  during  the
Participant's  lifetime only by the Participant or the Participant's guardian or
legal representative. Participants may transfer Non-Qualified Stock Options only
as provided by the Committee.

         (f) Termination by Death. Unless otherwise determined by the Committee,
if an Optionee's  employment with the Company,  any Subsidiary and any Affiliate
terminates by reason of death (or if an Optionee dies  following  termination of
employment by reason of Disability or Normal Retirement),  any Stock Option held
by  that  Optionee  immediately  prior  to the  Optionee's  death  shall  become
immediately   exercisable   and  may   thereafter  be  exercised  by  the  legal
representative of the estate or by the legatee of the Optionee under the will of
the Optionee,  during the period ending on the  expiration of the stated term of
such Stock Option or the first anniversary of the Optionee's death, whichever is
later.

         (g)  Termination  by  Reason  of Normal  Retirement.  Unless  otherwise
determined by the Committee,  if an Optionee's  employment with the Company, any
Subsidiary  and any  Affiliate  terminates by reason of Normal  Retirement,  any
Stock Option held by such Optionee shall become immediately exercisable. A Stock
Option held by an Optionee  whose  employment has terminated by reason of Normal
Retirement  shall  expire at the end of the stated  term of such  Stock  Option,
unless otherwise determined by the Committee.

         In  the  event  of  termination  of  employment  by  reason  of  Normal
Retirement, if an Incentive Stock Option is exercised after the exercise periods
that apply for  purposes  of Section  422 of the Code,  such Stock  Option  will
thereafter be treated as a Non-Qualified Stock Option.

         (h) Termination  for Cause. If the Optionee's  employment or consulting
relationship  with the Company,  any  Subsidiary and any Affiliate is terminated
for Cause, or the Committee  determines that the Optionee has engaged in conduct
that would be  grounds  for  termination  with  Cause,  the Stock  Option  shall
immediately be forfeited to the Company upon the giving of notice of termination
of employment or on the event constituting Cause.

         (i) Committee Discretion.  Notwithstanding the other provisions of this
Section 5 to the contrary,  upon the request of an Optionee whose employment has
terminated or is expected to terminate in the near future, the Committee may, in
its sole and absolute discretion,  agree to allow the Optionee's Stock Option to
terminate  on a date  following  the  date  that it  would  otherwise  terminate
pursuant to the provisions of this Section 5.

         (j) Other  Termination.  If the  Optionee's  employment  or  consulting
relationship  with the Company,  any  Subsidiary and any Affiliate is terminated
for any  reason  other than what is  specified  in  Section  5(f),  5(g) or 5(h)
(including,   without  limitation,  early  retirement,   voluntary  termination,
termination  without  Cause or for any other  reason),  the Stock  Option  shall
immediately be forfeited to the Company upon such termination of employment.

         (k) Termination upon Change of Control.  Notwithstanding the provisions
of Section 5(j) or the stated term of the Stock Option and subject to Section 14
hereof,  if the Optionee's  employment with the Company,  any Subsidiary and any
Affiliate is involuntarily  terminated by the Optionee's  employer without Cause
by reason of or within three months after a Change of Control,  the Stock Option
shall  terminate  upon the later of six months and one day after such  merger or
business combination or ten business days following the expiration of the period
during which  publication of financial  results covering at least thirty days of
post-merger combined operations has occurred.

         (l)  Limit  on  Value  of  Incentive  Stock  Option  First  Exercisable
Annually.  The aggregate Fair Market Value  (determined at the time of grant) of
the Stock for which  "incentive stock options" within the meaning of Section 422
of the Code  are  exercisable  for the  first  time by an  Optionee  during  any
calendar  year  under the Plan  (and/or  any  other  stock  option  plans of the
Company,   any  Subsidiary  and  any  Affiliate)   shall  not  exceed  $100,000.
Notwithstanding the preceding sentence, the exercisability of such Stock Options
may be  accelerated  by the  Committee and shall be  accelerated  as provided in
Sections  5(f),  5(g) and 14, in which  case Stock  Options  which  exceed  such
$100,000  limit  shall be  treated  as  Non-Qualified  Stock  Options.  For this
purpose,  options granted earliest shall be applied first to the $100,000 limit.
In the event that only a portion of the options  granted at the same time can be
applied  to  the  $100,000  limit,   the  Company  shall  issue  separate  share
certificates  for such number of shares as does not exceed the  $100,000  limit,
and shall  designate such shares as "incentive  stock option" stock in its share
transfer records.

         SECTION 6.  Non-Employee Director Stock Options.

         Non-Employee  Director  Stock  Options  granted under the Plan shall be


                                       7
<PAGE>

Non-Qualified  Stock Options.  Such Non-Employee  Director Stock Options may, in
the sole  discretion of the entire Board, be granted as to such number of shares
of Stock and upon such terms and conditions as shall be determined by the Board.

         Non-Employee  Director  Stock  Options  granted under the Plan shall be
evidenced by a written  agreement in such form as the Committee  shall from time
to time  approve,  which  agreements  shall  comply  with and be  subject to the
following terms and conditions:

         (a) Non-Formula Based Options.  Within its sole discretion,  the entire
Board may award  Non-Employee  Director Stock Options on a non-formula  basis to
all  or  such  individual  Non-Employee  Directors  as  it  shall  select.  Such
Non-Employee  Stock  Options may be awarded at such times and for such number of
shares  as the  Board  in its  sole  discretion  determines.  The  price of such
Non-Employee Stock Options may be fixed by the Board at a discount not to exceed
25% of the fair  market  value  of the  Stock on the date of grant or may be the
fair  market  value of the Stock on the grant  date.  Such Stock  Options  shall
become first  exercisable  and have an option term as determined by the Board in
its discretion;  provided however, that except as described in Section 14 and in
paragraph (d) of this section,  no such Option shall be first  exercisable until
six months from the date of grant.  All other terms and conditions of such Stock
Options shall be as established by the Board in its sole discretion.

         (b) Method of  Exercise.  Any Stock  Option  granted to a  Non-Employee
Director  pursuant to the Plan may be exercised in accordance  with the exercise
schedule  established  by the Board in whole or in part at any time  during  the
option period,  by giving  written notice of exercise to the Company  specifying
the  number of shares to be  purchased,  accompanied  by  payment in full of the
purchase price, in cash, by check or such other  instrument as may be acceptable
to the Committee  (including  instruments  providing  for "cashless  exercise").
Payment  in full or in part may also be made in the form of  unrestricted  Stock
already  owned by the  Optionee  (based on the Fair Market Value of the Stock on
the date the option is  exercised).  No shares of  unrestricted  Stock  shall be
issued until full payment  therefor  has been made.  An Optionee  shall have the
rights to  dividends  or other  rights of a  stockholder  with respect to shares
subject to the Option when the Optionee has given written notice of exercise and
has paid in full for such shares.

         (c) Transferability of Options. Participants may transfer Stock Options
granted under this Section 6 only as provided by the Committee.

         (d) Termination of Service. Upon an Optionee's termination of status as
a  Non-Employee  Director  with the Company for any reason,  any Director  Stock
Options held by such  Optionee  shall  become  immediately  exercisable  and may
thereafter be exercised during the period ending on the expiration of the stated
term of such Director  Stock Options or the first  anniversary of the Optionee's
death,  whichever  is later.  Notwithstanding  the  foregoing  sentence,  if the
Optionee's status as an Non-Employee  Director terminates by reason of or within
three months after a merger or other business combination resulting in a "Change
of  Control"  as  defined  in Section 1 of this  Plan,  the Stock  Option  shall
terminate  upon the  latest of (i) six  months  and one day after the  merger or
business  combination,  (ii) ten business days  following the  expiration of the
period during which  publication of financial  results  covering at least thirty
days of post-merger combined operations has occurred and (iii) the expiration of
the stated term of such Director Stock Option.

         (e)  Compensation  Stock  Options.   Non-Employee  Directors  are  also
eligible to elect Stock Options pursuant to Section 10 below.

         SECTION 7.  Stock Appreciation Rights.

         (a) Grant and  Exercise.  Stock  Appreciation  Rights may be granted in
conjunction  with all or part of any Stock Option granted under the Plan. In the
case of a  Non-Qualified  Stock Option,  such rights may be granted either at or
after the time of the grant of such  Non-Qualified  Stock Option. In the case of
an Incentive  Stock  Option,  such rights may be granted only at the time of the
grant of such Incentive Stock Option.

         A  Stock   Appreciation   Right  or  applicable   portion  of  a  Stock
Appreciation  Right granted with respect to a given Stock Option shall terminate
and no longer be  exercisable  upon the  termination  or exercise of the related
Stock Option,  except that,  unless otherwise  provided by the Committee (or the
Board in the case of a Stock  Option  granted  under  Section 6), at the time of
grant,  a Stock  Appreciation  Right  granted with respect to less than the full
number of shares  covered by a related Stock Option shall only be reduced if and
to the extent that the number of shares  covered by the exercise or  termination
of the  related  Stock  Option  exceeds  the number of shares not covered by the
Stock Appreciation Right.


                                       8
<PAGE>

         A  Stock  Appreciation  Right  may  be  exercised  by an  Optionee,  in
accordance with paragraph (b) of this Section 7, by surrendering  the applicable
portion of the related  Stock  Option.  Upon such  exercise and  surrender,  the
Optionee  shall be  entitled  to  receive  an amount  determined  in the  manner
prescribed  in paragraph (b) of this Section 7. Stock Options which have been so
surrendered,  in whole or in part,  shall no longer be exercisable to the extent
the related Stock Appreciation Rights have been exercised.

         (b) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions,  not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee (or the Board in the case
of a Stock Option granted under Section 6), including the following:

         (i) Stock Appreciation Rights shall be exercisable only at such time or
times and to the extent  that the Stock  Options to which they  relate  shall be
exercisable in accordance  with the provisions of Section 5 and Section 6 of the
Plan; provided, however, that any Stock Appreciation Right granted subsequent to
the grant of the related Stock Option shall not be exercisable  during the first
six  months  of the term of the  Stock  Appreciation  Right,  except  that  this
additional  limitation  shall not  apply in the  event of death of the  Optionee
prior to the expiration of the six-month period.

         (ii) Upon the exercise of a Stock Appreciation Right, an Optionee shall
be entitled to receive up to, but not more than,  an amount in cash or shares of
Stock  equal in  value to the  excess  of the Fair  Market  Value on the date of
exercise of the Stock  Appreciation  Right of one share of Stock over the option
price per share  specified in the related Stock Option  multiplied by the number
of shares in respect of which the Stock  Appreciation  Right has been exercised,
with the  Committee  (or the Board in the case of a stock Option  granted  under
Section 6), having the right to determine the form of payment.

         (iii) Stock Appreciation  Rights shall be transferable only when and to
the extent that the  underlying  Stock  Option would be  transferable  under the
Plan.

         (iv) Upon the exercise of a Stock Appreciation  Right, the Stock Option
or part of the Stock  Option to which such Stock  Appreciation  Right is related
shall be deemed to have been  exercised  for the purpose of the  limitation  set
forth in  Section  3 of the Plan on the  number  of shares of Stock to be issued
under the Plan.

         (v) A Stock  Appreciation Right granted in connection with an Incentive
Stock  Option may be  exercised  only if and when the market  price of the Stock
subject to the Incentive Stock Option exceeds the exercise price of such Option.

         (vi) In its sole discretion, the Committee (or the Board in the case of
a Stock Option  granted under Section 6) may provide,  at the time of grant of a
Stock  Appreciation  Right  under this  Section 7, that such Stock  Appreciation
Right  can be  exercised  only in the event of a "Change  of  Control"  and/or a
"Potential Change of Control" (as defined in Section 14).

         (vii) The Committee (or the Board in the case of a Stock Option granted
under Section 6), in its sole discretion,  may also provide that in the event of
a "Change of Control"  and/or a  "Potential  Change of  Control"  (as defined in
Section  14  below)  the  amount  to  be  paid  upon  the  exercise  of a  Stock
Appreciation  Right shall be based on the "Change of Control  Price" (as defined
in Section 14 below).

         SECTION 8.  Restricted Stock.

         (a)  Administration.  Shares of  Restricted  Stock may be issued either
alone or in addition to other awards granted under the Plan. The Committee shall
determine the officers and key employees of the Company and its Subsidiaries and
Affiliates to whom, and the time or times at which,  grants of Restricted  Stock
will be made, the number of shares to be awarded,  the price, if any, to be paid
by the recipient of Restricted  Stock (subject to Section 8(b) of the Plan), the
time or times  within  which such  awards may be subject to  forfeiture  and all
other  conditions  of the awards.  The  Committee  may also  condition the grant
and/or vesting of Restricted Stock upon the attainment of specified  performance
goals,  or such other  criteria  as the  Committee  may  determine,  in its sole
discretion.  The provisions of Restricted Stock awards need not be the same with
respect to each recipient.

         (b) Awards and Certificates.  The prospective  recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such award,


                                       9
<PAGE>

unless and until such  recipient has executed an agreement  evidencing the award
(a  "Restricted  Stock Award  Agreement"),  has delivered a fully  executed copy
thereof to the Company and has otherwise complied with the then applicable terms
and conditions.  Awards of Restricted  Stock must be accepted within a period of
60 days (or such shorter  period as the Committee  may specify)  after the award
date by  executing  a  Restricted  Stock  Award  Agreement  and paying the price
specified in the  Restricted  Stock Award  Agreement.  Each  Participant  who is
awarded  Restricted Stock shall be issued a stock certificate  registered in the
name of the  Participant  in respect of such  shares of  Restricted  Stock.  The
Committee shall specify that the certificate shall bear a legend, as provided in
clause (i)  below,  and/or be held in custody by the  Company,  as  provided  in
clause (ii) below.

         (i) The certificate  shall bear an appropriate  legend referring to the
terms,  conditions and restrictions  applicable to such award,  substantially in
the following form:

         "The  transferability  of this  certificate  and the  shares  of  stock
         represented  hereby are subject to the terms and conditions  (including
         forfeiture) of the Atomic Paintball, Inc. 2003 Stock Incentive Plan and
         a Restricted Stock Award Agreement  entered into between the registered
         owner and Atomic Paintball,  Inc. Copies of such Plan and Agreement are
         on file in the offices of Atomic  Paintball,  Inc., 219 Josey Lane, Red
         Oak, Texas 75154."

         (ii) The Committee shall require that the stock certificates evidencing
such shares be held in custody by the  Company  until the  restrictions  thereon
shall have lapsed,  and that, as a condition of any Restricted  Stock award, the
Participant shall have delivered a stock power,  endorsed in blank,  relating to
the Stock covered by such award.

         (c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 8 shall be subject to the  following  restrictions  and
conditions:

                  (i) Subject to the  provisions of this Plan and the Restricted
Stock  Award  Agreements,  during  such  period  as may be set by the  Committee
commencing on the grant date (the "Restriction  Period"),  the Participant shall
not be permitted to sell, transfer,  pledge or assign shares of Restricted Stock
awarded under the Plan. The Committee may, in its sole  discretion,  provide for
the lapse of such  restrictions in installments and may accelerate or waive such
restrictions, in whole or in part, before or after the Participant's termination
of employment,  based on performance  and/or such other factors as the Committee
may determine, in its sole discretion.

                  (ii) Except as provided in paragraph (c)(i) of this Section 8,
the Participant  shall have, with respect to the shares of Restricted Stock, all
of the rights of a  stockholder  of the Company,  including the right to receive
any  dividends.  Dividends  paid in stock of the  Company or stock  received  in
connection with a stock split with respect to Restricted  Stock shall be subject
to the same restrictions as on such Restricted Stock. Certificates for shares of
unrestricted  Stock shall be delivered to the participant  promptly  after,  and
only after, the period of forfeiture shall expire without  forfeiture in respect
of such shares of Restricted Stock.

                  (iii) Subject to the provisions of the Restricted  Stock Award
Agreement  and this Section 8, upon  termination  of  employment  for any reason
other than Normal Retirement, Disability or death during the Restriction Period,
all shares still subject to restriction  shall be forfeited by the  Participant,
and  the  Participant  shall  only  receive  the  amount,  if  any,  Paid by the
participant for such forfeited Restricted Stock.

         SECTION 9.  Deferred Stock Awards.

         (a)  Administration.  Deferred  Stock may be awarded either alone or in
addition to other awards granted under the Plan. The Committee  shall  determine
the officers, key employees and consultants of the Company, its Subsidiaries and
Affiliates  to whom,  and the time or times at which,  Deferred  Stock  shall be
awarded,  the  number  of  shares  of  Deferred  Stock  to  be  awarded  to  any
participant,  the duration of the period (the "Deferral  Period")  during which,
and the conditions under which,  receipt of the Stock will be deferred,  and the
terms and  conditions  of the award in addition to those set forth in  paragraph
(b) of this Section 9. The Committee may also condition the grant and/or vesting
of Deferred Stock upon the attainment of specified  performance  goals,  or such
other criteria as the Committee shall  determine,  in its sole  discretion.  The
provisions  of Deferred  Stock  awards need not be the same with respect to each
recipient.

         (b) Terms and Conditions. The shares of Deferred Stock awarded pursuant


                                       10
<PAGE>

to this Section 9 shall be subject to the following terms and conditions:

                  (i)  Subject  to the  provisions  of this  Plan and the  award
agreement, Deferred Stock awards may not be sold, assigned, transferred, pledged
or otherwise  encumbered  during the Deferral  Period.  At the expiration of the
Deferral  Period  (or  Elective  Deferral  Period,   (as  defined  below)  where
applicable),  share certificates  shall be delivered to the participant,  or his
legal  representative,  in a number equal to the shares  covered by the Deferred
Stock award.

                  (ii) At the time of the award,  the Committee may, in its sole
discretion,  determine that amounts equal to any dividends  declared  during the
Deferral  Period (or  Elective  Deferral  Period)  with respect to the number of
shares  covered by a Deferred  Stock award will be: (a) paid to the  participant
currently; (b) deferred and deemed to be reinvested or (c) that such participant
has no rights with respect to such dividends.

                  (iii)  Subject to the  provisions  of the award  agreement and
this Section 8, upon  termination of employment with or retention by the Company
for any reason during the Deferral Period for a given award,  the Deferred Stock
in question shall be forfeited by the Participant.

                  (iv) Based on  performance  and/or such other  criteria as the
Committee may determine,  the Committee may, at or after grant  (including after
the Participant's  termination of employment),  accelerate the vesting of all or
any part of any Deferred Stock award and/or waive the deferral  limitations  for
all or any part of such award.

                  (v) A Participant  may elect to defer  further  receipt of the
award for a specified period or until a specified event (the "Elective  Deferral
Period"),  subject in each case to the Committee's approval and to such terms as
are  determined by the  Committee,  all in its sole  discretion.  Subject to any
exceptions  adopted by the  Committee,  such election must  generally be made no
later than December 31 of the year prior to  completion  of the Deferral  Period
for a Deferred Stock award (or for an installment of such an award).

                  (vi) Each award  shall be  confirmed  by,  and  subject to the
terms of, a Deferred  Stock  award  agreement  executed  by the  Company and the
participant.

         SECTION 10. Executive and Non-Employee Director Compensation Conversion
Stock Options.

         (a) Election to Participate. The Chairman of the Board or the Committee
or its designee shall designate each year those executives who shall be Eligible
Executives for the coming year. An Eligible Executive may participate under this
Section 10 by  delivering  to the Plan  Administrator  a properly  completed and
signed (i)  Election  Form for Salary on or before  the  Salary  Election  Date,
and/or (ii)  Election  Form for Bonus on or before the Bonus  Election  Date. In
addition,  each Non-Employee  Director is automatically  eligible to participate
under this Section 10 of the Plan. A Non-Employee Director may participate under
this  Section  10 of the Plan by  delivering  a  properly  completed  and signed
Election Form for Annual Compensation to the Plan Administrator on or before the
Non-Employee Director Election Date. The Non-Employee  Director's  participation
in the Plan will be effective as of the first day of the calendar year beginning
after the Plan Administrator receives the Non-Employee  Director's Election Form
for  Annual  Compensation  , or,  in the case of a newly  eligible  Non-Employee
Director,  on the  first  day of the  calendar  month  beginning  after the Plan
Administrator  receives such  Non-Employee  Director's  Election Form for Annual
Compensation.  An  Eligible  Executive's  participation  in  the  Plan  will  be
effective (i) as of the first day of the calendar year beginning  after the Plan
Administrator  receives the Eligible  Executive's  Election Form for Salary,  or
(ii) as of the first day of the year for which an Annual Bonus is earned, in the
case of an Eligible Executive's Election Form for Bonus. A Participant shall not
be entitled to any benefit  under this  Section 10 unless such  Participant  has
properly  completed  an  election  form and not  revoked  such form  pursuant to
Section 10(b).

         (b) Irrevocable Election. A Participant may not revoke or change his or
her election form; provided,  however, that any such Participant's participation
may be withdrawn or election form changed at any time prior to the Participant's
participation being effective.

         (c) [Reserved]

         (d) Converted Annual Bonus or Salary.  An Eligible  Executive may elect
to convert up to 100% (in  increments  of 10% or  $10,000)  of his or her Annual


                                       11
<PAGE>

Bonus and/or Salary to Stock Options in accordance with the terms of the Plan. A
Non-Employee  Director  may  elect to  convert  up to 100% of his or her  Annual
Compensation  (in 10%  increments  but not less  than 50%) to Stock  Options  in
accordance with the terms of the Plan.

         (e) Time of  Election.  An  Eligible  Executive  who  wishes to convert
Salary for a calendar  year must  irrevocably  elect to do so on or prior to the
Salary Election Date for such calendar year, by delivering a valid Election Form
for  Salary  to the Plan  Administrator.  The  Election  Form for  Salary  shall
indicate  the  percentage  or  amount of Salary  to be  converted.  An  Eligible
Executive  who  wishes  to  convert  Annual  Bonus  for  a  calendar  year  must
irrevocably  elect  to do so on or  prior to the  Bonus  Election  Date for such
calendar  year,  by  delivering  a valid  Election  Form  for  Bonus to the Plan
Administrator.  The Election  Form for Bonus shall  indicate the  percentage  or
amount of Annual Bonus to be converted.  A  Non-Employee  Director who wishes to
convert Annual  Compensation for a calendar year must irrevocably elect to do so
on or prior to the Non-Employee  Director  Election Date for such calendar year,
by  delivering  a valid  Election  Form  for  Annual  Compensation  to the  Plan
Administrator.  The Election  Form for Annual  Compensation  shall  indicate the
percentage or amount of Annual Compensation to be converted.

         (f) Accounts.  The Plan Administrator shall keep a record of the amount
of Salary,  Annual Bonus or Annual Compensation to be converted to stock options
for  each  calendar  year for  each  participant.  To the  extent  required  for
bookkeeping  purposes,  amounts so  recorded by the Plan  Administrator  will be
segregated  in the Plan  Administrator's  books  to  reflect  compensation  on a
year-by-year basis and on the basis of the type of compensation to be converted.
Within  a  reasonable  time  after  the  end of each  calendar  year,  the  Plan
Administrator  shall report in writing to each Participant the amount which will
be converted to Stock Options for such Participant.

         (g) Responsibility for Investment  Choices.  Each Participant is solely
responsible  for any decision to convert  Annual  Bonus and/or  Salary or Annual
Compensation  to Stock Options under the Plan and accepts all  investment  risks
entailed  by such  decision,  including  the risk of loss and a decrease  in the
value of the amounts he or she elects to convert.

         (h) Election to Receive Stock Options.

         Each Eligible Executive or Non-Employee Director shall be granted Stock
Options subject to the following terms and conditions:

         (i)  Stock  Options  Converted  from  Salary.  On the  last  day of any
calendar  year for which a  Participant  has elected to convert  Salary to Stock
Options (the "Option  Grant Date"),  the entire amount of Salary  elected by the
Participant  on the  Participant's  Election  Form for Salary to be converted to
Stock Options shall be converted.

         (ii)  Stock  Options  Converted  from  Bonus.  On the  last  day of any
calendar  year for which a  Participant  has elected to convert  Annual Bonus to
Stock  Options  (the "Option  Grant  Date"),  the entire  amount of Annual Bonus
elected by the  Participant on the  Participant's  Election Form for Bonus to be
converted to Stock Options shall be converted.

         (iii) Stock Options Converted from Annual Compensation. On the last day
of any  calendar  year for which a  Participant  has  elected to convert  Annual
Compensation  to Stock Options (the "Option  Grant Date"),  the entire amount of
Annual  Compensation  elected by the Participant on the  Participant's  Election
Form  for  Annual  Compensation  to be  converted  to  Stock  Options  shall  be
converted.

         (iv) Exercise Price of Stock  Options.  The exercise price per share of
Stock under each Stock Option granted  pursuant to this Section 10 shall, at the
election of the  Optionee  as  indicated  on the  Optionee's  Election  Form for
Salary,  Election  Form for Bonus or Election Form for Annual  Compensation,  be
either  100% of the Fair  Market  Value per share of Stock on the  Option  Grant
Date,  or a lesser  percentage  (but not less than 75%) of the Fair Market Value
per share of Stock on the  Option  Grant  Date,  such  lesser  percentage  to be
determined  by the  Committee  from  time to time.  Such  election  forms  shall
indicate the  percentage  of such Stock  Options to be granted at each  Exercise
Price,  which  choice  may affect  the  number of Stock  Options to be  received
pursuant to this Section 10(h).

         (i) Number and Terms of Options.  The number of shares of Stock subject
to a Stock  Option  granted  pursuant to this  Section 10 shall be the number of
whole shares equal to A divided by B, where:

                  A = the total dollar  amount  which the Eligible  Executive or
Non-Employee  Director has elected pursuant to Section 10(h) to convert to Stock
Options; and


                                       12
<PAGE>

                  B = the per share value of a Stock  Option on the Option Grant
Date, as determined by the Committee using any recognized option valuation model
selected by the  Committee  in its  discretion  (such value to be expressed as a
percentage  of the Fair Market  Value per share of the Stock on the Option Grant
Date).

         In determining the number of shares subject to a Stock Option,  (i) the
Committee  may  designate  the  assumptions  to be used in the  selected  option
valuation  model and (ii) any fraction of a share will be rounded up to the next
whole number of shares.

         (j)  Exercise  of  Stock  Options.  Each  Stock  Option  shall be first
exercisable, cumulatively, as to 10% commencing on the each of the first through
tenth anniversaries of the Option Grant Date; provided,  however, that any Stock
Option held by a Covered Employee shall not be exercisable  before the first day
of the calendar year immediately following the year in which the Optionee ceased
to be a Covered Employee. An Optionee's death or other termination of employment
or  directorship  shall not shorten  the term of any  outstanding  Stock  Option
obtained  under this Section 10. In no event shall the period of time over which
the Stock Option obtained in this Section 10 may be exercised  exceed the longer
of (i) eleven years from the Option Grant Date, or (ii) the thirtieth (30th) day
of the calendar year immediately  following the year in which an Optionee ceased
to be a Covered  Employee.  A Stock  Option  obtained  under this Section 10, or
portion  thereof,  may be exercised,  in whole or in part,  only with respect to
whole shares. Shares shall be issued to the Optionee pursuant to the exercise of
a Stock Option  obtained  under this Section 10 only upon receipt by the Company
from the Optionee of payment in full in cash of the aggregate purchase price for
the shares subject to the Stock Option or portion thereof being exercised.

         (k) Accelerated  Vesting.  Notwithstanding  the normal vesting schedule
set  forth  in  Section  10(j) of this  Plan,  any and all  outstanding  Options
obtained  under this Section 10 shall become  immediately  exercisable  upon the
first to occur of (i) the death of the Optionee,  (ii) the Normal  Retirement of
the Optionee,  (iii) the occurrence of a Change in Control or (iv) the unanimous
determination  by the Committee that a particular  Stock Option or Options shall
become fully exercisable.  Upon acceleration,  an Option will remain exercisable
for the remainder of its original term.

         (l) Stock Option Award  Notice.  Each Stock Option  granted  under this
Section 10 shall be  evidenced  by a Stock  Option  Award  Notice which shall be
executed  by an  authorized  officer of the  Company.  Such Award  Notice  shall
contain  provisions  regarding  (a) the  number of  shares of Stock  that may be
issued upon  exercise of the Stock Option,  (b) the exercise  price per share of
Stock of the Option and the means of payment therefor, (c) the term of the Stock
Option and (d) such other terms and conditions not inconsistent with the Plan as
may be determined from time to time by the Committee.

         (m) Transferability of Options. Participants may transfer Stock Options
granted under this Section 10 only as provided by the Committee.

         SECTION 11.  Loan Provisions.

         With the consent of the  Committee,  the  Company may make,  or arrange
for, a loan or loans to a Participant  with respect to the exercise of any Stock
Option granted under the Plan and/or with respect to the payment of the purchase
price,  if any, of any  Restricted  Stock awarded under this Plan. The Committee
shall have full  authority to decide  whether to make a loan or loans under this
Plan and to determine the amount, term and provisions of any such loan or loans,
including  the interest rate to be charged in respect of any such loan or loans,
whether  the  loan or  loans  are to be with or  without  recourse  against  the
borrower,  the terms on which the loan is to be repaid  and the  conditions,  if
any,  under  which  the  loan or  loans  may be  forgiven.  Notwithstanding  the
foregoing, in no event shall the Company make, or arrange for, any loan or loans
to a Participant who is an executive officer or director of the Company,  or who
is otherwise  prohibited under the provisions of the  Sarbanes-Oxley  Act or any
other law or regulation, from receiving loans or other extensions of credit from
the Company.

         SECTION 12.  Amendments and Termination.

         The Board may amend,  alter or discontinue  the Plan, but no amendment,
alteration,  or discontinuation shall be made which would impair the right of an


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<PAGE>

Optionee or  Participant  under a Stock Option,  Director  Stock  Option,  Stock
Appreciation Right, Restricted Stock or Deferred Stock award granted before such
amendment,   alteration   or   discontinuation,   without  the   Optionee's   or
Participant's consent.

         Amendments may be made without stockholder  approval except as required
to satisfy Rule 16b-3 under the  Exchange  Act,  Sections  162(m) and 422 of the
Code, stock exchange listing requirements or other regulatory requirements.

         The Committee may amend the terms of any award or option granted before
such  amendment,  prospectively  or  retroactively,  but no such amendment shall
impair the rights of any holder  without his or her consent.  The  Committee may
also substitute new Stock Options for previously granted Stock Options including
options  granted under the Prior Plan applicable to a Participant and previously
granted Stock Options having higher exercise prices.

         SECTION 13. Unfunded Status of the Plan.

         The Plan is intended to constitute an "unfunded" plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
Participant  or  Optionee by the  Company,  nothing set forth in this Plan shall
give any such  Participant or Optionee any rights that are greater than those of
a general  creditor of the Company.  In its sole  discretion,  the Committee may
authorize the creation of trusts or other  arrangements  to meet the obligations
created  under the Plan to deliver  Stock or payments in lieu of or with respect
to awards under the Plan, provided,  however,  that the existence of such trusts
or other arrangements is consistent with the unfunded status of the Plan.

         SECTION 14.  Change of Control.

         The following  acceleration and valuation provisions shall apply in the
event of a "Change of Control" or  "Potential  Change of Control," as defined in
this Section:

         (a) In the event of a "Change of Control," unless otherwise  determined
by the  Committee in writing at or after grant,  but prior to the  occurrence of
such Change of Control,  or, if and to the extent so determined by the Committee
in  writing  at or after  grant  (subject  to any  right of  approval  expressly
reserved by the Committee at the time of such  determination)  in the event of a
"Potential Change of Control," as defined in paragraph (c) of this Section:

                  (i)  any  Stock  Appreciation  Rights  and any  Stock  Options
awarded under the Plan not previously  exercisable and vested shall become fully
exercisable and vested;

                  (ii) the restrictions and deferral  limitations  applicable to
any  Restricted  Stock and Deferred  Stock awards under the Plan shall lapse and
such shares and awards shall be deemed fully vested; and

                  (iii) the value of all  outstanding  Stock  Options,  Director
Stock Options,  Stock Appreciation  Rights,  Restricted Stock and Deferred Stock
Awards,  shall, to the extent  determined by the Committee at or after grant, be
settled on the basis of the "Change of Control  Price" (as defined in  paragraph
(d) of this  Section) as of the date the Change of Control  occurs or  Potential
Change of  Control is  determined  to have  occurred,  or such other date as the
Committee  may determine  prior to the Change of Control or Potential  Change of
Control.  In the sole discretion of the Committee,  such settlements may be made
in cash or in stock,  as shall be  necessary  to effect the  desired  accounting
treatment for the transaction  resulting in the Change of Control.  In addition,
any Stock Option,  Director Stock Option and Stock  Appreciation Right which has
been outstanding for less than six months shall be settled solely in stock.

         (b) [Reserved]

         (c) For  purposes of  paragraph  (a) of this  Section 14, a  "Potential
Change of Control" means the happening of any of the following:

                  (i)  the  entering  into  an  agreement  by the  Company,  the
consummation  of which  would  result in a Change of Control  of the  Company as
defined in Section 1 of the Plan; or

                  (ii) the  acquisition  of  beneficial  ownership,  directly or
indirectly,  by any  entity,  person  or  group  (other  than the  Company  or a
Subsidiary  or any Company  employee  benefit plan) of securities of the Company


                                       14
<PAGE>

representing  5 percent or more of the combined  voting  power of the  Company's
outstanding  securities  and the  adoption by the Board of a  resolution  to the
effect  that a  Potential  Change of Control of the  Company  has  occurred  for
purposes of this Plan.

         (d) For purposes of this Section,  "Change of Control  Price" means the
highest price per share paid in any transaction reported on the Over the Counter
Bulletin Board, or paid or offered in any transaction  related to a potential or
actual Change of Control of the Company at any time during the  preceding  sixty
day  period  as  determined  by the  Committee,  except  that (i) in the case of
Incentive  Stock  Options and Stock  Appreciation  Rights  relating to Incentive
Stock Options,  such price shall be based only on transactions  reported for the
date on which the  Committee  decides to "cash out" such options and (ii) in the
case of  Director  Stock  Options,  the sixty  day  period  shall be the  period
immediately prior to the Change of Control.

         SECTION 15.  Limitations on Payments.

         (a)  Notwithstanding  Section 14 above or any other  provision  of this
Plan or any other agreement,  arrangement or plan, in no event shall the Company
pay or be  obligated  to pay any Plan  participant  an amount  which would be an
Excess Parachute Payment except as provided in Section 15(f) below and except as
the  Committee  specifically  provides  otherwise  in  the  Participant's  grant
agreement.  For purposes of this Agreement,  the term "Excess Parachute Payment"
shall  mean any  payment  or any  portion  thereof  which  would  be an  "excess
parachute  payment"  within the meaning of Section  280G(b)(1) of the Code,  and
would result in the  imposition of an excise tax under Section 4999 of the Code,
in the opinion of tax counsel  selected by the Company ("Tax  Counsel").  In the
event it is determined that an Excess Parachute Payment would result if the full
acceleration  of vesting  and  exercisability  provided in Section 14 above were
made (when added to any other  payments or  benefits  contingent  on a change of
control under any other agreement,  arrangement or plan), the payments due under
Section  15(a) shall be reduced to the minimum  extent  necessary  to prevent an
Excess  Parachute  Payment;  then,  if necessary to prevent an Excess  Parachute
Payment,  benefits or payments  under any other plan,  agreement or  arrangement
shall be reduced.  If it is established  pursuant to a final  determination of a
court or an Internal  Revenue Service  administrative  appeals  proceeding that,
notwithstanding  the good faith of the  participant  and the Company in applying
the terms of this  Section  14(a),  a payment  (or portion  thereof)  made is an
Excess  Parachute  Payment,  then,  the Company shall pay to the  participant an
additional  amount in cash (a "Gross-Up  Payment") equal to the amount necessary
to cause  the  amount  of the  aggregate  after-tax  compensation  and  benefits
received by the  participant  hereunder  (after  payment of the excise tax under
Section 4999 of the Code with respect to any Excess Parachute  Payment,  and any
state and federal income taxes with respect to the Gross-Up Payment) to be equal
to the aggregate  after-tax  compensation and benefits he would have received as
if Sections 280G and 4999 of the Code had not been enacted.

         (b) Subject to the provisions of Section 15(c) below, the amount of any
Gross-Up  Payment and the assumptions to be utilized in arriving at such amount,
shall be determined by a nationally  recognized certified public accounting firm
designated by the Company (the "Accounting  Firm"). All fees and expenses of the
Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment,  as
determined  pursuant  to  Section  15(a),  shall be paid by the  Company  to the
Participant  within  five  days  after  the  receipt  of the  Accounting  Firm's
determination.  Any  determination  by the Accounting Firm shall be binding upon
the Company and participant.

         (c) Participant shall notify the Company in writing of any claim by the
Internal  Revenue  Service  that,  if  successful,  would require the payment by
Company of a Gross-Up Payment.  Such  notification  shall be given no later than
ten  business  days after  Participant  is informed in writing of such claim and
shall  apprise the Company of the nature of the claim and the date of  requested
payment.  Participant  shall not pay the claim  prior to the  expiration  of the
thirty day period following the date on which it gives notice to the Company. If
the Company  notifies  Participant  in writing  prior to the  expiration  of the
period that it desires to contest such claim, Participant shall:


                  (i) give the Company any information  reasonably  requested by
the Company relating to such claim;

                  (ii) take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney selected by the Company and reasonably acceptable to Participant;

                  (iii)  cooperate  with the  Company  in good faith in order to
effectively contest such claim; and

                  (iv)  permit the  Company to  participate  in any  proceedings
relating to such claim.


                                       15
<PAGE>

         Without  limitation on the foregoing  provisions of this Section 15(c),
the Company shall control all proceedings  taken in connection with such contest
and,  at its sole  option,  may  pursue  or  forego  any and all  administrative
appeals,  proceedings,  hearings and  conferences  with the taxing  authority in
respect of such claim and may, at its sole option,  either direct Participant to
pay the tax claimed and sue for a refund or contest the claim in any permissible
manner,  and  Participant  agrees to prosecute  such contest to a  determination
before any administration  tribunal,  in a court of initial  jurisdiction and in
one or more appellate courts, as the Company shall determine; provided, however,
that the Company  shall bear and pay directly all costs and expenses  (including
additional  interest and penalties) incurred in connection with such contest and
shall indemnify and hold  participant  harmless,  on an after-tax basis, for any
Excise Tax or income tax (including interest and penalties with respect thereto)
imposed  as a result of the  contest;  provided,  further,  that if the  Company
directs  participant  to pay any claim and sue for a refund,  the Company  shall
advance the amount of the payment to Participant, on an interest-free basis, and
shall indemnify and hold participant  harmless,  on an after-tax basis, from any
Excise Tax or income tax (including  interest or penalties with respect thereto)
imposed with  respect to the advance or with respect to any imputed  income with
respect to the advance.

         (d) In the event that the Company  exhausts  its  remedies  pursuant to
Section  15(c) and  Participant  thereafter is required to make a payment of any
Excise Tax,  the  Accounting  Firm shall  determine  the amount of the  Gross-Up
Payment  required and such payment  shall be promptly  paid by the Company to or
for the benefit of participant.

         (e) If, after the receipt of Participant  of an amount  advanced by the
Company pursuant to Section 15(c),  Participant  becomes entitled to receive any
refund with respect to such claim,  Participant  shall promptly after  receiving
such  refund pay to the Company  the amount of such  refund  (together  with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by Participant of an amount advanced by the Company  pursuant to Section
15(c), a  determination  is made that  Participant  shall not be entitled to any
refund with respect to such claim and the Company does not notify Participant in
writing of its intent to contest such denial of refund  prior to the  expiration
of thirty days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance  shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

         (f) Notwithstanding the foregoing,  the limitation set forth in Section
15(a) shall not apply to a  Participant  if in the opinion of Tax Counsel or the
Accounting Firm (i) the total amounts  payable to the Participant  hereunder and
under  any  other  agreement,  arrangement  or plan as a result  of a change  of
control (calculated without regard to the limitation of Section 15(a)),  reduced
by the amount of excise tax imposed on the  participant  under Code Section 4999
with  respect to all such  amounts and  reduced by the state and federal  income
taxes on amounts paid in excess of the  limitation  set forth in Section  15(a),
would exceed (ii) such total amounts payable after application of the limitation
of Section 15(a). No Gross-Up Payment shall be made in such case.


         SECTION 16.  General Provisions.

         (a) All certificates for shares of Stock delivered under the Plan shall
be subject to such stop transfer orders and other  restrictions as the Committee
may deem advisable under the rules,  regulations  and other  requirements of the
Commission,  any stock  exchange  upon which the Stock is then  listed,  and any
applicable Federal or state securities law, and the Committee may cause a legend
or legends to be put on any such  certificates to make appropriate  reference to
such restrictions.

         (b) Nothing set forth in the Plan shall prevent the Board from adopting
other or additional compensation  arrangements,  subject to stockholder approval
if such  approval is required;  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any  director,  officer,  consultant or employee of the Company,
any Subsidiary or any Affiliate,  any right to continued  employment (or, in the
case of a  consultant  or  director,  continued  retention  as a  consultant  or
director)  with the Company,  a Subsidiary or an Affiliate,  as the case may be,
nor shall it interfere in any way with the right of the Company, a Subsidiary or
an Affiliate to terminate the employment of any of its employees at any time.

         (c) Each  Participant  shall,  no later  than the date as of which  the
value  of an  award  first  becomes  includible  in  the  gross  income  of  the
participant  for  Federal  income  tax  purposes,  pay to the  Company,  or make


                                       16
<PAGE>

arrangements  satisfactory to the Committee,  in its sole discretion,  regarding
payment of, any Federal,  FICA, state or local taxes of any kind required by law
to be withheld with respect to the award.  The  obligations of the Company under
the Plan shall be conditional on such payment or arrangements.

         The  Committee  may  permit  or  require,   in  its  sole   discretion,
Participants  to elect to satisfy their  Federal,  and where  applicable,  FICA,
state and local tax  withholding  obligations  with  respect to all awards other
than  Stock  Options  which  have  related  Stock  Appreciation  Rights  by  the
reduction,  in an amount  necessary to pay all said withholding tax obligations,
of the number of shares of Stock or amount of cash otherwise issuable or payable
to said  Participants in respect of an award. The Company and, where applicable,
its Subsidiaries and Affiliates  shall, to the extent permitted by law, have the
right to deduct any such taxes owed hereunder by a participant  from any payment
of any kind otherwise due to said participant.

         (d) At the time of grant or purchase,  the  Committee  (of the Board in
the case of Stock  Options  granted  under  Section 6) may provide in connection
with any grant or purchase made under the Plan that the shares of Stock received
as a result  of such  grant or  purchase  shall be  subject  to a right of first
refusal,  pursuant  to which the  Participant  shall be required to offer to the
Company any shares that the Participant wishes to sell, with the price being the
then Fair Market Value of the Stock,  subject to the provisions of Section 14 of
this Plan and to such other terms and conditions as the Committee may specify at
the time of grant.

         (e) No  member  of the  Board  or the  Committee,  nor any  officer  or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action,  determination or interpretation taken or made
in good faith  with  respect  to the Plan,  and all  members of the Board or the
Committee  and each and any officer or  employee of the Company  acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.


         (f) In the event that any  provision  of the Plan or any related  Stock
Option Award Notice is held to be invalid, void or unenforceable, the same shall
not affect,  in any respect  whatsoever,  the validity of any other provision of
the Plan or any related Stock Option Award Notice.

         (g)  The  rights  and  obligations  under  the  Plan  and  any  related
agreements shall inure to the benefit of, and shall be binding upon the Company,
its successors and assigns,  and the  Participants and their  beneficiaries  and
permitted assigns.

         (h) Titles are  provided  herein  for  convenience  only and are not to
serve as a basis for interpretation or construction of the Plan.

         (i) The Plan shall be  construed,  governed and enforced in  accordance
with the law of  Delaware,  except  as such  laws are  preempted  by  applicable
federal law.

         SECTION 17.  Effective Date of Plan.

         The Plan shall be  effective  on the date it is  approved by a majority
vote of the Company's stockholders.

         SECTION 18.  Term of Plan.

         The Plan will be unlimited in duration and, in the event of termination
of the Plan,  will remain in effect as long as any  benefits  granted  under the
Plan remain outstanding;  provided,  however, that no Incentive Stock Option may
be granted more than ten years after the date of the approval of the Plan by the
shareholders of the Company.



                                       17