EXHIBIT 10.157

                           HIENERGY TECHNOLOGIES, INC.

                           2006 CONSULTANT STOCK PLAN


                                 PURPOSE OF PLAN

      WHEREAS,  the purpose of this 2006 Consultant Stock Plan is to advance the
interests  of the Company by helping the Company  obtain and retain the services
of  persons  providing  consulting  services  upon whose  judgment,  initiative,
efforts and/or services the Company is substantially  dependent,  by offering to
or providing those persons with incentives or inducements affording such persons
an opportunity to become owners of capital stock of the Company.

                          TERMS AND CONDITIONS OF PLAN

      1.    DEFINITIONS

            Set forth  below  are  definitions  of  capitalized  terms  that are
generally used throughout this Plan, or references to provisions containing such
definitions  (capitalized terms whose use is limited to specific  provisions are
not referenced in this Section):

            (a)  Affiliate  - The term  "Affiliate"  is  defined  as any  person
controlling the Company, controlled by the Company, or under common control with
the Company.

            (b) Award - The term "Award" is collectively  and severally  defined
as any Award Shares granted under this Plan.

            (c) Award  Shares - The term "Award  Shares" is defined as shares of
Common Stock granted by the Plan Committee in accordance  with Section 6 of this
Plan.

            (d) Board - The term "Board" is defined as the Board of Directors of
the Company, as such body may be reconstituted from time to time.

            (e)  Common  Stock - The  term  "Common  Stock"  is  defined  as the
Company's common stock, no par value.

            (f)   Company  -  The  term   "Company"   is  defined  as   HiEnergy
Technologies, Inc., a Delaware corporation.

            (g)  Disposed  -  The  term  "Disposed"  (or  the  equivalent  terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would  directly or  indirectly  change the legal or  beneficial  ownership
thereof,  whether  voluntary  or by  operation  of law,  or with or without  the
payment or  provision  of  consideration,  including,  by way of example and not
limitation:  (i) the sale,  assignment,  bequest or gift of the Award;  (ii) any
transaction  that  creates or grants a right to obtain an interest in the Award;
(iii)  any  transaction  that  creates  a form of joint  ownership  in the Award
between the Recipient and one or more other Persons; (iv) any Disposition of the
Award to a creditor of the Recipient,  including the hypothecation,  encumbrance
or pledge of the Award or any interest therein,  or the attachment or imposition
of a lien by a creditor of the  Recipient of the Award or any  interest  therein
which is not released within thirty (30) days after the imposition thereof;  (v)
any  distribution  by a  Recipient  which  is an  entity  to  its  stockholders,
partners,  co-venturers or members, as the case may be, or (vi) any distribution
by a  Recipient  which is a  fiduciary  such as a trustee  or  custodian  to its
settlors or beneficiaries.


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            (h) Eligible  Person - The term  "Eligible  Person" means any Person
who, at a particular  time,  is a consultant  to the Company or an Affiliate who
provides  bona  fide  consulting  services  to the  Company  or  the  Affiliate,
provided, however, no Award hereunder may be granted to any Person in connection
with the  provision  of any  services  incident  to the  raising  of  capital or
promotion or maintenance of a market for the Company's securities.

            (i) Fair Market Value - The term "Fair Market  Value" means the fair
market value as of the applicable  valuation date of the Award Shares,  or other
shares of Common Stock, as the case may be (the "Subject Shares"),  to be valued
as determined by the Plan Committee in its good faith judgment,  but in no event
shall the Fair Market Value be less than the par value of the Subject Shares.

            (j) Issued Shares - The term "Issued Shares" is defined as shares of
Common Stock issued pursuant to the terms of this Plan.

            (k) Person - The term "Person" is defined, in its broadest sense, as
any  individual,  entity  or  fiduciary  such  as,  by way of  example  and  not
limitation,  individual or natural persons, corporations,  partnerships (limited
or     general),     joint-ventures,     associations,     limited     liability
companies/partnerships, or fiduciary arrangements, such as trusts.

            (l) Plan - The term "Plan" is defined as this 2005 Consultant  Stock
Plan.

            (m) Plan  Committee - The term "Plan  Committee"  is defined as that
Committee  appointed by the Board to administer  and interpret this Plan as more
particularly  described in Section 3 of the Plan;  provided,  however,  that the
term  Plan  Committee  will  refer to the  Board  during  such  times as no Plan
Committee is appointed by the Board.

            (o) Restricted  Shares - The term "Restricted  Shares" is defined as
Award Shares that are subject to restrictions as more  particularly set forth in
Section 6 of this Plan.

            (p)  Recipient  - The term  "Recipient"  is defined as any  Eligible
Person who, at a particular time, receives the grant of an Award.

            (q)  Securities  Act - The term  "Securities  Act" is defined as the
Securities  Act of 1933,  as  amended  (references  herein  to  Sections  of the
Securities  Act are  intended  to refer to  Sections  of the  Securities  Act as
enacted  at the  time  of  the  adoption  of  this  Plan  by  the  Board  and as
subsequently  amended, or to any substantially  similar successor  provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

      2.    TERM OF PLAN.

            This Plan shall be  effective  as of such time and date as this Plan
is adopted by the Board, and this Plan shall terminate on the first business day
prior to the ten (10) year  anniversary of the date this Plan became  effective.
All Awards  granted  pursuant to this Plan prior to the  effective  date of this
Plan  shall  not be  affected  by the  termination  of this  Plan and all  other
provisions  of  this  Plan  shall  remain  in  effect  until  the  terms  of all
outstanding  Awards have been  satisfied or terminated  in accordance  with this
Plan and the terms of such Awards.


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      3.    PLAN ADMINISTRATION.

            (a) Plan Committee.

            (i) The Plan shall be  administered  and  interpreted by a committee
      consisting of two (2) or more members of the Board; provided,  however, no
      member of the Board  who may  serve as a member of the Plan  Committee  if
      such  person  serves  or served  as a member  of the plan  committee  with
      respect  to  any  plan  (other  than  this  Plan)  of the  Company  or its
      Affiliates  which plan was or is established to comply with the provisions
      of Rule  16b-3(c)(2)(i)  to the  Securities  and Exchange Act of 1934,  as
      amended (i.e., pertaining to the establishment of so-called "Section 16b-3
      Plans"),  and, by reason of such person's  proposed service as a member of
      the Plan Committee,  such person would not be considered a "disinterested"
      person within the meaning of said Rule with respect to such other plan.

            (ii)  Members  of the  Plan  Committee  may  resign  at any  time by
      delivering  written  notice to the Board.  Vacancies in the Plan Committee
      shall be filled by the Board.  The Plan Committee  shall act by a majority
      of its members in office.  The Plan  Committee may act either by vote at a
      meeting  or by a  memorandum  or  other  written  instrument  signed  by a
      majority of the Plan Committee.

            (iii) If the  Board,  in its  discretion,  does not  appoint  a Plan
      Committee,  the Board itself will  administer  and  interpret the Plan and
      take such  other  actions  as the Plan  Committee  is  authorized  to take
      hereunder;  provided that the Board may take such actions hereunder in the
      same manner as the Board may take other actions under the  Certificate  of
      Incorporation and bylaws of the Company generally.

            (b) Eligibility of Plan Committee  Members to Receive Awards.  While
serving on the Plan Committee,  such members shall not be eligible for selection
as Eligible Persons to whom an Award may be granted under the Plan.

            (c) Power to Make Awards. The Plan Committee shall have the full and
final  authority  in its sole  discretion,  at any  time and from  time-to-time,
subject  only to the  express  terms,  conditions  and other  provisions  of the
Certificate  of  Incorporation  of the Company and this Plan,  and the  specific
limitations on such discretion set forth herein, to:

            (i)  Designate the Eligible  Persons or classes of Eligible  Persons
      eligible to receive Awards from among the Eligible Persons;

            (ii) Grant Awards to such  selected  Eligible  Persons or classes of
      Eligible  Persons  in such form and  amount  (subject  to the terms of the
      Plan) as the Plan Committee shall determine;

            (iii) Impose such limitations,  restrictions and conditions upon any
      Award as the Plan Committee shall deem appropriate and necessary;


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            (iv)  Interpret  the  Plan,  adopt,  amend  and  rescind  rules  and
      regulations  relating to the Plan, and make all other  determinations  and
      take all other action  necessary or advisable for the  implementation  and
      administration of the Plan; and

            (v) Delegate all or a portion of its authority under subsections (i)
      through (iii) of this Section 3(c) to one or more directors of the Company
      who are executive  officers of the Company,  subject to such  restrictions
      and  limitations  (such as the aggregate  number of shares of Common Stock
      that may be  awarded) as the Plan  Committee  may decide to impose on such
      delegate directors.

            In determining  the recipient,  form and amount of Awards,  the Plan
Committee shall consider any factors deemed relevant, including the individual's
functions,  responsibilities,  value of  services  to the  Company  and past and
potential contributions to the Company's profitability and sound growth.

            (d)  Interpretation  Of Plan. The Plan Committee  shall, in its sole
and absolute  discretion,  interpret and determine the effect of all matters and
questions relating to this Plan. The  interpretations  and determinations of the
Plan  Committee  under the Plan  (including  without  limitation  determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards,  the  methods of payment  for  Awards,  the  restrictions  and
conditions placed upon Awards,  and the other terms and provisions of Awards and
the  certificates or agreements  evidencing same) need not be uniform and may be
made by the  Plan  Committee  selectively  among  Persons  who  receive,  or are
eligible  to receive,  Awards  under the Plan,  whether or not such  Persons are
similarly situated. All actions taken and all interpretations and determinations
made  under  this Plan in good  faith by the Plan  Committee  shall be final and
binding upon the Recipient,  the Company,  and all other interested  Persons. No
member of the Plan Committee shall be personally  liable for any action taken or
decision made in good faith  relating to this Plan,  and all members of the Plan
Committee  shall  be fully  protected  and  indemnified  to the  fullest  extent
permitted  under  applicable  law by the Company in respect to any such  action,
determination, or interpretation.

            (e)  Compensation;  Advisors.  Members of the Plan  Committee  shall
receive such  compensation for their services as members as may be determined by
the  Board.  All  expenses  and  liabilities  incurred  by  members  of the Plan
Committee in connection  with the  administration  of the Plan shall be borne by
the Company.  The Plan  Committee  may,  with the approval of the Board,  employ
attorneys, consultants,  accountants,  appraisers, brokers, or other Persons, at
the cost of the Company.  The Plan  Committee,  the Company and its officers and
directors shall be entitled to rely upon the advice,  opinions, or valuations of
any such Persons.

      4.    STOCK POOL.

            (a) Maximum Number of Shares  Authorized Under Plan. Shares of stock
which may be issued or granted under the Plan shall be  authorized  and unissued
or treasury  shares of Common Stock.  The aggregate  maximum number of shares of
Common  Stock  which may be issued as a grant of Award  Shares  shall not exceed
1,000,000  shares of Common Stock (the "Stock Pool");  provided,  however,  that
such number shall be increased by the following:

            (i) Any shares of Common  Stock  tendered by a Recipient  as payment
      for Award Shares;


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            (ii) Any rights to shares of Common Stock surrendered by a Recipient
      as payment for Award Shares; and

            (iii) Any Restricted  Shares which are granted as Award Shares,  and
      are subsequently forfeited by the holders thereof.

            (b)  Calculating  Shares  Available  For  Awards.  For  purposes  of
calculating the maximum number of shares of Common Stock in the Stock Pool which
may be  issued  under the Plan,  when  Award  Shares  are  granted  and the Plan
Committee  elects to require payment with respect to such grant, and when shares
of  Common  Stock  are used as full or  partial  payment  for the  grant of such
shares,  only the net shares issued  (including the shares, if any, withheld for
tax withholding requirements) shall be counted.

            (c) Date of Award.  The date an Award is granted shall mean the date
selected by the Plan Committee as of which the Plan Committee  allots a specific
number of shares to a Recipient with respect to such Award pursuant to the Plan.

      5.    AWARD SHARES.

            (a) Grant.  The Plan Committee may from time to time, and subject to
the  provisions  of the Plan and such  other  terms and  conditions  as the Plan
Committee  may  prescribe,  grant to any  Eligible  Person one or more shares of
Common Stock ("Award Shares") allotted by the Plan Committee. The grant of Award
Shares or grant of the right to  receive  Award  Shares  shall be  evidenced  by
either a written consulting agreement or a separate written agreement confirming
such grant,  executed by the  Company and the  Recipient,  stating the number of
Award Shares granted and stating all terms and conditions of such grant.

            (b) Purchase Price and Manner of Payment. The Plan Committee, in its
sole discretion, may grant Award Shares in any of the following instances:

            (i) as a "bonus" or "reward"  for services  previously  rendered and
      compensated,  in which case the recipient of the Award Shares shall not be
      required to pay any consideration for such Award Shares,  and the value of
      such Award  Shares  shall be the Fair Market Value of such Award Shares on
      the date of grant;

            (ii)  as  "compensation"  for the  previous  performance  or  future
      performance  of  services  or  attainment  of  goals,  in  which  case the
      recipient   of  the  Award  Shares  shall  not  be  required  to  pay  any
      consideration  for such Award Shares  (other than the  performance  of his
      services),  and the value of such Award Shares received (together with the
      value of such services or attainment of goals attained by the  Recipient),
      may not be less than eighty-five percent (85%) of the Fair Market Value of
      such Award Shares on the date of grant; or

            (iii) in consideration  for the payment of a purchase price for such
      Award  Shares  in an  amount  established  by the  Plan  Committee,  which
      purchase price may not be less than eighty-five  percent (85%) of the Fair
      Market Value of such Award Shares as of the date of grant of such purchase
      right.

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      6.    RESTRICTED SHARES.

            (a) Vesting  Conditions;  Forfeiture  of Unvested  Shares.  The Plan
Committee  may  subject or  condition  the grant of Issued  Shares  (hereinafter
referred  to as  "Restricted  Shares")  to such  vesting  conditions  based upon
continued  provision of services or attainment of goals subsequent to such grant
of Restricted  Shares as the Plan Committee,  in its sole  discretion,  may deem
appropriate.   In  the  event  the  Recipient  does  not  satisfy  such  vesting
conditions, the Company may require the Recipient,  subject to the payment terms
of Section  6(b),  to forfeit  such  unvested  Restricted  Shares.  All  vesting
conditions  imposed on the grant of Restricted  Shares,  including payment terms
complying with Section 6(b),  shall be set forth in either a written  consulting
agreement or a separate  written  restricted  stock  agreement,  executed by the
Company and the Recipient on or before the time of the grant of such  Restricted
Shares,  stating the number of said Restricted Shares subject to such conditions
and further  specifying  the vesting  conditions.  If no vesting  conditions are
expressly  provided  in the  underlying  consulting  agreement  or in a separate
restricted  stock  agreement,  the  Issued  Shares  shall  not be  deemed  to be
Restricted  Shares,  and will not be  required  to be  forfeited.  Any  grant of
Restricted Shares shall be subject to the following limitations:

            (i) In no case  shall  such  vesting  conditions  require  continued
      provision  of  services  or  attainment  of  goals,  as the  case  may be,
      subsequent to the grant of Restricted  Shares,  for a period of time which
      exceeds  five  (5)  years  from  the  date of  grant,  or on a  cumulative
      incremental  percentage  basis which is less than twenty percent (20%) per
      year;

            (ii) In no case shall the  Recipient  be  required  to  forfeit  any
      vested Restricted Shares; and

            (iii) In the  event of the  forfeiture  of any  unvested  Restricted
      Shares, the Company shall pay to the Recipient with respect to all of such
      unvested Restricted Shares an amount equal to the original purchase price,
      if any, paid by the Recipient for such unvested Restricted Shares.

            (b) Repurchase Price for Forfeited Restricted Shares. In the event a
Recipient does not satisfy  applicable vesting conditions placed upon Restricted
Shares,  and the Company exercises its right to require the Recipient to forfeit
such  unvested  Restricted  Shares,  the  Company  shall be  required to pay the
Recipient an amount not less than:

            (i) The higher of the  original  purchase  price for such  forfeited
      Restricted  Shares or the Fair Market Value of such  forfeited  Restricted
      Shares on the date of the event triggering such repurchase rights; or

            (ii) The original purchase price for such vested Restricted  Shares;
      provided,  however,  that the right to  repurchase in favor of the Company
      must lapse at the rate of at least twenty percent (20%) per year over five
      (5) years from the date of grant of the Restricted Shares.

            The payments to be made by the Company to a Recipient  for forfeited
Restricted Shares pursuant to Subsection (ii) may only be in the form of cash or
cancellation of purchase money indebtedness with respect to the purchase of said
Restricted  Shares  by the  Recipient,  if any,  and must be paid no later  than
ninety (90) days of the date of termination.


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            (c)  Restrictive  Legend.  Until such time as all conditions  placed
upon Restricted Shares lapse, the Plan Committee may place a restrictive  legend
on the share  certificate  representing  such Restricted  Shares which evidences
said restrictions in such form and subject to such stop instructions as the Plan
Committee shall deem  appropriate.  The conditions  shall similarly apply to any
new,  additional or different  securities  the Recipient may become  entitled to
receive  with  respect to such  Restricted  Shares by virtue of a stock split or
stock dividend or any other change in the corporate or capital  structure of the
Company. The Plan Committee shall also have the right, should it elect to do so,
to require the  Recipient to deposit the share  certificate  for the  Restricted
Shares with the Company or its agent, endorsed in blank or accompanied by a duly
executed  irrevocable  stock power or other  instrument of transfer,  until such
time as the conditions  lapse.  The Company shall remove the legend with respect
to any Restricted Shares which become vested.

            (d)  Stockholder  Rights.  The Recipient of Restricted  Shares shall
have all rights or privileges  of a  stockholder  of the Company with respect to
the  Restricted  Shares  notwithstanding  the terms of this  Section 6 (with the
exception of  Subsection  (e) hereof) and, as such,  shall be fully  entitled to
receive  dividends  (if any are declared and paid),  to vote and to exercise all
other rights of a stockholder with respect to the Restricted Shares.

            (e)   Non-Assignability.   Except  as  expressly   provided  in  the
underlying   consulting  agreement  or  restricted  stock  agreement,   unvested
Restricted Shares may not be Disposed by the Recipient without the prior written
consent of the Company,  which  consent the Company may withhold in its sole and
absolute  discretion,  and such purported  Disposition shall be null and void ab
initio and of no force and effect.

      7.    REGISTRATION OF ISSUED SHARES.

            (a)  Registration or Exemption from  Registration.  Unless expressly
stipulated in the underlying  consulting agreement or separate agreement,  in no
event shall the Company be  required at any time to register  the Issued  Shares
under the Securities Act (including,  without limitation, as part of any primary
or  secondary  offering,  or pursuant to Form S-8) or to register or qualify the
Issued Shares under the securities laws of any state or territory.

            In the event the Company is not  required to register or qualify the
Issued  Shares,  the  Issued  Shares  shall be  issued  in  reliance  upon  such
exemptions from registration or qualification under federal and state securities
laws,  as the case may be,  that the  Company  and its legal  counsel,  in their
reasonable discretion, shall determine to be appropriate.

            If  requested  by the  Company,  the  Recipient  shall  provide such
further  representations  or documents as the Company or its legal  counsel,  in
their  reasonable  discretion,  deem  necessary  or advisable in order to effect
compliance  with the conditions of any and all of the aforesaid  exemptions from
federal or state registration or qualification which it is relying upon, or with
all applicable rules and regulations of any applicable securities exchanges.  If
required by the Company,  the Recipient  shall provide a letter from a purchaser
representative  with  credentials  reasonably  acceptable  to the Company to the
effect that such purchaser  representative has reviewed the Recipient's proposed
investment  in the Issued  Shares and has  determined  that an investment in the
Issued  Shares:  (A)  is  appropriate  in  light  of the  Recipient's  financial
circumstances,  (B) that the purchaser  representative  and, if applicable,  the
Recipient,  have such knowledge and experience in financial and business matters
that the such  persons  are  capable  of  evaluating  the merits and risks of an
investment in the Issued Shares, and (C) that the purchaser  representative and,
if applicable,  the Recipient,  have such business or financial experience to be
reasonably assumed to have the capacity to protect the Recipient's  interests in
connection with the purchase of the Issued Shares.


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            In the event the Company is unable to obtain,  without  undue burden
or expense,  such consents or approvals that may be required from any applicable
regulatory  authority  (or may be deemed  reasonably  necessary  or advisable by
legal counsel for the Company) with respect to the  applicable  exemptions  from
federal or state  registration or qualification  which the Company is reasonably
relying upon, the Company shall have no obligation under this Agreement to issue
or sell the Issued  Shares until such time as such  consents or approvals may be
reasonably  obtained  without undue burden or expense,  and the Company shall be
relieved of all  liability  with  respect to its  inability to issue or sell the
Issued Shares.

            (b) Legend. In the event the Company delivers  unregistered  shares,
the  Company  reserves  the  right to place a  restricted  legend  on the  share
certificate or  certificates to comply with the Securities Act and any state and
territory  securities laws or any exemption from  registration or  qualification
thereunder which is being relied upon by the Company.

      8.    ADJUSTMENTS.

            (a)  Subdivision or Stock  Dividend.  If (i)  outstanding  shares of
Common Stock shall be  subdivided  into a greater  number of shares by reason of
recapitalization or  reclassification,  the number of shares of Common Stock, if
any,  available  for issuance in the Stock Pool shall,  simultaneously  with the
effectiveness of such  subdivision or immediately  after the record date of such
dividend, be proportionately  increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined  into a smaller  number of shares,  the
number of shares of Common  Stock,  if any,  available for issuance in the Stock
Pool  shall,  simultaneously  with the  effectiveness  of such  combination,  be
proportionately increased.

            (b)  Adjustments  Determined  in Sole  Discretion  of Board.  To the
extent  that the  foregoing  adjustments  relate to stock or  securities  of the
Company,   such  adjustments  shall  be  made  by  the  Plan  Committee,   whose
determination in that respect shall be final, binding and conclusive.

            (c) No Other Rights to  Recipient.  Except as expressly  provided in
this  Section  8, (i) the  Recipient  shall  have no  rights  by  reason  of any
subdivision or  consolidation  of shares of stock of any class or the payment of
any stock  dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
any  issue  by the  Company  of  shares  of stock of any  class,  or  securities
convertible  into  shares  of stock  of any  class,  shall  not  affect,  and no
adjustment  by reason  thereof  shall be made with  respect  to,  the  number of
shares.  The grant of an Award pursuant to this Plan shall not affect in any way
the  right or  power  of the  Company  to make  adjustments,  reclassifications,
reorganizations  or changes of its  capital or business  structure  or to merge,
consolidate,  dissolve or  liquidate,  or to sell or transfer all or any part of
its business or assets.


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<PAGE>

      9.    PERFORMANCE ON BUSINESS DAY.

            In the event the date on which a party to this Plan is  required  to
take any action  under the terms of this Plan is not a business  day, the action
shall, unless otherwise provided herein, be deemed to be required to be taken on
the next succeeding business day.

      10.   EMPLOYMENT STATUS.

            In no event shall the  granting of an Award be construed as granting
a continued right of employment to a Recipient if such Person is employed by the
Company,  nor effect  any right  which the  Company  may have to  terminate  the
employment of such Person,  at any time,  with or without  cause,  except to the
extent that such Person and the Company have agreed otherwise in writing.

      11.   NON-LIABILITY FOR DEBTS.

            No  unvested  Restricted  Shares  granted  hereunder,  or  any  part
thereof, shall be liable for the debts, contracts, or engagements of a Recipient
or such Recipient's successors in interest or shall be subject to disposition by
transfer,  alienation,  or any other means whether such disposition be voluntary
or  involuntary  or  by  operation  of  law,  by  judgment,   levy,  attachment,
garnishment,  or any other legal or equitable proceeding (including bankruptcy),
and any attempted disposition thereof shall be null and void ab initio and of no
further force and effect.

      12.   AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

            (a)  Amendment,  Modification  or Termination of Plan. The Board may
amend  the  Plan  or  suspend  or  discontinue  the  Plan  at any  time  or from
time-to-time; provided, however no such action may adversely alter or impair any
Award  previously  granted under this Plan without the consent of each Recipient
affected thereby.

            (b) Modification of Restricted Share Vesting Conditions.  Subject to
the terms and  conditions  and within the  limitations  of this Plan,  including
vesting conditions, the Plan Committee may modify the conditions placed upon the
grant of any  Restricted  Shares,  provided,  however,  no  modification  of any
conditions  placed  upon  Restricted  Shares  may,  without  the  consent of the
Recipient  thereof,  adversely  alter or impair  such  Recipient's  rights  with
respect to such Restricted Shares.

            (c) Compliance with Laws. The Plan Committee may at any time or from
time-to-time,  without receiving further  consideration  from any Person who may
become entitled to receive or who has received the grant of an Award  hereunder,
modify or amend Awards  granted  under this Plan as required to: (i) comply with
changes in  securities,  tax or other laws or rules,  regulations  or regulatory
interpretations  thereof  applicable  to this  Plan or Awards  thereunder  or to
comply with stock  exchange rules or  requirements  and/or (ii) ensure that this
Plan  is and  remains  or  shall  become  exempt  from  the  application  of any
participation,   vesting,  benefit  accrual,  funding,   fiduciary,   reporting,
disclosure,  administration  or  enforcement  requirement of either the Employee
Retirement  Income  Security  Act  of  1974,  as  amended   ("ERISA"),   or  the
corresponding  provisions  of the  Internal  Revenue  Code of 1986,  as  amended
(Subchapter  D of Title A, Chapter 1 of the Code  {encompassing  Sections 400 to
420 of the Code}).  Provided,  however,  no such  modification  may, without the
consent of the holder thereof,  adversely alter or impair his or her rights with
respect to such Award Shares.


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<PAGE>

      13.   WITHHOLDING TAXES.

            As a condition of the grant of any Award, the Company shall have the
right to require the  Recipient to remit to the Company an amount  sufficient to
satisfy any federal, state and/or local withholding tax requirements incident to
such grant or exercise.  Provided,  however,  whenever the Company is delivering
any shares of Common Stock the Company may, in its sole discretion,  but without
obligation  to do so,  issue or transfer  such shares of Common Stock net of the
number of shares sufficient to satisfy any withholding tax requirements incident
to such issuance or transfer. For withholding tax purposes, the shares of Common
Stock shall be valued on the date the withholding obligation is incurred.


                                    * * * * *


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