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                                                                    EXHIBIT 10.4

                               WATTMONITOR, INC.
                           1999 STOCK INCENTIVE PLAN


                            SECTION I.  DEFINITIONS

                 1.1      Definitions.  Whenever used herein, the masculine
pronoun will be deemed to include the feminine, and the singular to include the
plural, unless the context clearly indicates otherwise, and the following
capitalized words and phrases are used herein with the meaning thereafter
ascribed:

                          (a)     "Affiliate" means:

                                  (1)      an entity that directly or through
                                           one or more intermediaries is
                                           controlled by the Company, and

                                  (2)      any entity in which the Company has
                                           a significant equity interest, as
                                           determined by the Company.

                          (b)     "Board of Directors" means the board of
directors of the Company.

                          (c)     "Code" means the Internal Revenue Code of
1986, as amended.

                          (d)     "Committee" means the committee appointed by
the Board of Directors to administer the Plan.  The Board of Directors shall
consider the advisability of whether the members of the Committee shall consist
solely of at least two members of the Board of Directors who are both "outside
directors" as defined in Treas. Reg. Section 1.162-27(e) as promulgated by the
Internal Revenue Service and "non-employee directors" as defined in Rule
16b-3(b)(3) as promulgated under the Exchange Act.

                          (e)     "Company" means WattMonitor, Inc., a Texas
corporation.

                          (f)     "Disability" has the same meaning as provided
in the long-term disability plan or policy maintained or, if applicable, most
recently maintained, by the Company or, if applicable, any Affiliate of the
Company for the Participant.  If no long-term disability plan or policy was
ever maintained on behalf of the Participant or, if the determination of
Disability relates to an Incentive Stock Option, Disability means that
condition described in Code Section 22(e)(3), as amended from time to time.  In
the event of a dispute, the determination of Disability will be made by the
Committee and will be supported by advice of a physician competent in the area
to which such Disability relates.

                          (g)     "Dividend Equivalent Rights" means certain
rights to receive cash payments as described in Section 3.5.





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                          (h)     "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time.

                          (i)     "Fair Market Value" with regard to a date
means:

                                  (1)      the average of the high and low
                                           prices at which Stock shall have
                                           been sold on that date or the last
                                           trading date prior to that date as
                                           reported by the NASDAQ Stock Market
                                           (or, if applicable, as reported by a
                                           national securities exchange
                                           selected by the Committee on which
                                           the shares of Stock are then
                                           actively traded) and published in
                                           The Wall Street Journal,

                                  (2)      if Stock is not traded on a
                                           securities exchange, but is reported
                                           by the NASDAQ Stock Market and
                                           market information is published on a
                                           regular basis in The Wall Street
                                           Journal, the average of the
                                           published high and low sales prices
                                           for that date or the last business
                                           day prior to that date as published
                                           in The Wall Street Journal,

                                  (3)      if such market information is not
                                           published on a regular basis, the
                                           average of the high bid and low
                                           asked prices of Stock in the
                                           over-the-counter market on that date
                                           or the last business day prior to
                                           that date, as reported by the NASDAQ
                                           Stock Market, or, if not so
                                           reported, by a generally accepted
                                           reporting service, or

                                  (4)      if Stock is not publicly traded, as
                                           determined in good faith by the
                                           Committee with due consideration
                                           being given to (i) the most recent
                                           independent appraisal of the
                                           Company, if such appraisal is not
                                           more than twelve months old and (ii)
                                           the valuation methodology used in
                                           any such appraisal provided that,
                                           for purposes of granting awards
                                           other than Incentive Stock Options,
                                           Fair Market Value of the shares of
                                           Stock may be determined by the
                                           Committee by reference to the
                                           average market value determined over
                                           a period certain or as of specified
                                           dates, to a tender offer price for
                                           the shares of Stock (if settlement
                                           of an award is triggered by such an
                                           event) or to any other reasonable
                                           measure of fair market value.

                          (j)     "Option" means a non-qualified stock option
or an incentive stock option.

                          (k)     "Over 10% Owner" means an individual who at
the time an Incentive Stock Option is granted owns Stock possessing more than
10% of the total combined voting power of the Company or one of its
Subsidiaries, determined by applying the attribution rules of Code Section
424(d).

                          (l)     "Participant" means an individual who
receives a Stock Incentive hereunder.





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                          (m)     "Performance Unit Award" refers to a
performance unit award as described in Section 3.6.

                          (n)     "Phantom Shares" refers to the rights
described in Section 3.7.

                          (o)     "Plan" means the WattMonitor, Inc. 1999 Stock
Incentive Plan.

                          (p)     "Stock" means the Company's common stock, par
value $.0001.

                          (q)     "Stock Appreciation Right" means a stock
appreciation right described in Section 3.3.

                          (r)     "Stock Award" means a stock award described
in Section 3.4.

                          (s)     "Stock Incentive Agreement" means an
agreement between the Company and a Participant or other documentation
evidencing an award of a Stock Incentive.

                          (t)     "Stock Incentive Program" means a written
program established by the Committee, pursuant to which Stock Incentives are
awarded under the Plan under uniform terms, conditions and restrictions set
forth in such written program.

                          (u)     "Stock Incentives" means, collectively,
Dividend Equivalent Rights, Incentive Stock Options, Non-Qualified Stock
Options, Phantom Shares, Stock Appreciation Rights and Stock Awards.

                          (v)     "Subsidiary" means any corporation (other
than the Company) in an unbroken chain of corporations beginning with the
Company if, with respect to Incentive Stock Options, at the time of the
granting of the Option, 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.

                          (w)     "Termination of Employment" means the
termination of the employee-employer relationship between a Participant and the
Company and its Affiliates, regardless of whether severance or similar payments
are made to the Participant for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability or
retirement.  The Committee will, in its absolute discretion, determine the
effect of all matters and questions relating to a Termination of Employment,
including, but not by way of limitation, the question of whether a leave of
absence constitutes a Termination of Employment.


                      SECTION 2  THE STOCK INCENTIVE PLAN

                 2.1      Purpose of the Plan.  The Plan is intended to (a)
provide incentive to officers and key employees of the Company and its
Affiliates to stimulate their efforts toward the continued success of the
Company and to operate and manage the business in a manner that will provide





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for the long-term growth and profitability of the Company; (b) encourage stock
ownership by officers and key employees by providing them with a means to
acquire a proprietary interest in the Company, acquire shares of Stock, or to
receive compensation which is based upon appreciation in the value of Stock;
and (c) provide a means of obtaining, rewarding and retaining key personnel and
consultants.

                 2.2      Stock Subject to the Plan.  Subject to adjustment in
accordance with Section 5.2, 1,500,000 shares of Stock (the "Maximum Plan
Shares") are hereby reserved exclusively for issuance pursuant to Stock
Incentives.  At such time as the Company become subject to Section 16 of the
Exchange Act, at no time may the Company have outstanding under the Plan, Stock
Incentives subject to Section 16 of the Exchange Act and shares of Stock issued
in respect of Stock Incentives under the Plan in excess of the Maximum Plan
Shares. The shares of Stock attributable to the nonvested, unpaid, unexercised,
unconverted or otherwise unsettled portion of any Stock Incentive that is
forfeited or cancelled or expires or terminates for any reason without becoming
vested, paid, exercised, converted or otherwise settled in full will again be
available for purposes of the Plan.

                 2.3      Administration of the Plan.  The Plan is administered
by the Committee.  The Committee has full authority in its discretion to
determine the officers and key employees of the Company or its Affiliates to
whom Stock Incentives will be granted and the terms and provisions of Stock
Incentives, subject to the Plan.  Subject to the provisions of the Plan, the
Committee has full and conclusive authority to interpret the Plan; to prescribe,
and amend and rescind rules and regulations relating to the Plan; to determine
the terms and provisions of the respective Stock Incentive Agreements and to
make all other determinations necessary or advisable for the proper
administration of the Plan.  The Committee's determinations under the Plan need
not be uniform and may be made by it selectively among persons who receive, or
are eligible to receive, awards under the Plan (whether or not such persons are
similarly situated).  The Committee's decisions are final and binding on all
Participants.

                 2.4      Eligibility and Limits.  Stock Incentives may be
granted only to officers, and key employees and consultants of the Company, or
any Affiliate of the Company; provided, however, that an incentive stock option
may only be granted to an employee of the Company or any Subsidiary.  In the
case of incentive stock options, the aggregate Fair Market Value (determined as
at the date an incentive stock option is granted) of stock with respect to
which stock options intended to meet the requirements of Code Section 422
become exercisable for the first time by an individual during any calendar year
under all plans of the Company and its Subsidiaries may not exceed $100,000;
provided further, that if the limitation is exceeded, the incentive stock
option(s) which cause the limitation to be exceeded will be treated as
non-qualified stock option(s).





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                      SECTION 3  TERMS OF STOCK INCENTIVES

                 3.1      Terms and Conditions of All Stock Incentives.

                          (a)     The number of shares of Stock as to which a
Stock Incentive may be granted will be determined by the Committee in its sole
discretion, subject to the provisions of Section 2.2 as to the total number of
shares available for grants under the Plan and subject to the limits on Options
and Stock Appreciation Rights in the following sentence.  On such date as
required by Section 162(m) of the Code and the regulations thereunder for
compensation to be treated as qualified performance based compensation, the
maximum number of shares of Stock with respect to which Options or Stock
Appreciation Rights may be granted during any one year period to any employee
may not exceed 1,700,000.

                          (b)     Each Stock Incentive will either be evidenced
by a Stock Incentive Agreement in such form and containing such terms,
conditions and restrictions as the Committee may determine to be appropriate,
or be made subject to the terms of a Stock Incentive Program, containing such
terms, conditions and restrictions as the Committee may determine to be
appropriate.  Each Stock Incentive Agreement or Stock Incentive Program is
subject to the terms of the Plan and any provisions contained in the Stock
Incentive Agreement or Stock Incentive Program that are inconsistent with the
Plan are null and void.

                          (c)     The date a Stock Incentive is granted will be
the date on which the Committee has approved the terms and conditions of the
Stock Incentive and has determined the recipient of the Stock Incentive and the
number of shares covered by the Stock Incentive, and has taken all such other
actions necessary to complete the grant of the Stock Incentive.

                          (d)     Any Stock Incentive may be granted in
connection with all or any portion of a previously or contemporaneously granted
Stock Incentive.  Exercise or vesting of a Stock Incentive granted in
connection with another Stock Incentive may result in a pro rata surrender or
cancellation of any related Stock Incentive, as specified in the applicable
Stock Incentive Agreement or Stock Incentive Program.

                          (e)     Unless, except as to incentive stock options,
otherwise permitted by the Committee, Stock Incentives are not transferable or
assignable except by will or by the laws of descent and distribution and are
exercisable, during the Participant's lifetime, only by the Participant; or in
the event of the Disability of the Participant, by the legal representative of
the Participant; or in the event of death of the Participant, by the legal
representative of the Participant's estate or if no legal representative has
been appointed, by the successor in interest determined under the Participant's
will.

                 3.2      Terms and Conditions of Options.  Each Option granted
under the Plan must be evidenced by a Stock Incentive Agreement.  At the time
any Option is granted, the Committee will determine whether the Option is to be
an incentive stock option described in Code Section 422 or a non-qualified
stock option, and the Option must be clearly identified as to its status as an
incentive stock option or a non-qualified stock option.  Incentive stock
options may only be granted to employees of the Company or any Subsidiary.  At
the time any incentive stock option





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granted under the Plan is exercised, the Company will be entitled to legend the
certificates representing the shares of Stock purchased pursuant to the Option
to clearly identify them as representing the shares purchased upon the exercise
of an incentive stock option.  An incentive stock option may only be granted
within ten (10) years from the earlier of the date the Plan is adopted or
approved by the Company's stockholders.

                          (a)     Option Price.  Subject to adjustment in
accordance with Section 5.2 and the other provisions of this Section 3.2, the
exercise price (the "Exercise Price") per share of Stock purchasable under any
Option must be as set forth in the applicable Stock Incentive Agreement, but in
no event may it be less than the Fair Market Value on the date the Option is
granted with respect to an incentive stock option. With respect to each grant
of an incentive stock option to a Participant who is an Over 10% Owner, the
Exercise Price may not be less than 110% of the Fair Market Value on the date
the Option is granted.

                          (b)     Option Term.  Any incentive stock option
granted to a Participant who is not an Over 10% Owner is not exercisable after
the expiration of ten (10) years after the date the Option is granted. Any
incentive stock option granted to an Over 10% Owner is not exercisable after
the expiration of five (5) years after the date the Option is granted.  The
term of any Non-Qualified Stock Option must be as specified in the applicable
Stock Incentive Agreement.

                          (c)     Payment.  Payment for all shares of Stock
purchased pursuant to exercise of an Option will be made in any form or manner
authorized by the Committee in the Stock Incentive Agreement or by amendment
thereto, including, but not limited to, cash or, if the Stock Incentive
Agreement provides:

                                  (i)      by delivery to the Company of a
                                           number of shares of Stock which have
                                           been owned by the holder for at
                                           least six (6) months prior to the
                                           date of exercise having an aggregate
                                           Fair Market Value of not less than
                                           the product of the Exercise Price
                                           multiplied by the number of shares
                                           the Participant intends to purchase
                                           upon exercise of the Option on the
                                           date of delivery;

                                  (ii)     in a cashless exercise through a
                                           broker; or

                                  (iii)    by having a number of shares of
                                           Stock withheld, the Fair Market
                                           Value of which as of the date of
                                           exercise is sufficient to satisfy
                                           the Exercise Price.

In its discretion, the Committee also may authorize (at the time an Option is
granted or thereafter) Company financing to assist the Participant as to
payment of the Exercise Price on such terms as may be offered by the Committee
in its discretion.  Payment must be made at the time that the Option or any
part thereof is exercised, and no shares may be issued or delivered upon
exercise of an option until full payment has been made by the Participant.  The
holder of an Option, as such, has none of the rights of a stockholder.





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                          (d)     Conditions to the Exercise of an Option.
Each Option granted under the Plan is exercisable by whom, at such time or
times, or upon the occurrence of such event or events, and in such amounts, as
the Committee specifies in the Stock Incentive Agreement; provided, however,
that subsequent to the grant of an Option, the Committee, at any time before
complete termination of such Option, may accelerate the time or times at which
such Option may be exercised in whole or in part, including, without
limitation, upon a Change in Control and may permit the Participant or any
other designated person to exercise the Option, or any portion thereof, for all
or part of the remaining Option term, notwithstanding any provision of the
Stock Incentive Agreement to the contrary.

                          (e)     Termination of Incentive Stock Option.  With
respect to an incentive stock option, in the event of termination of employment
of a Participant, the Option or portion thereof held by the Participant which
is unexercised will expire, terminate, and become unexercisable no later than
the expiration of three (3) months after the date of termination of employment;
provided, however, that in the case of a holder whose termination of employment
is due to death or Disability, one (1) year will be substituted for such three
(3) month period; provided, further that such time limits may be exceeded by
the Committee under the terms of the grant, in which case, the incentive stock
option will be a nonqualified option if it is exercised after the time limits
that would otherwise apply.  For purposes of this Subsection (e), termination
of employment of the Participant will not be deemed to have occurred if the
Participant is employed by another corporation (or a parent or subsidiary
corporation of such other corporation) which has assumed the incentive stock
option of the Participant in a transaction to which Code Section 424(a) is
applicable.

                          (f)     Special Provisions for Certain Substitute
Options.  Notwithstanding anything to the contrary in this Section 3.2, any
Option issued in substitution for an option previously issued by another
entity, which substitution occurs in connection with a transaction to which
Code Section 424(a) is applicable, may provide for an exercise price computed
in accordance with such Code Section and the regulations thereunder and may
contain such other terms and conditions as the Committee may prescribe to cause
such substitute Option to contain as nearly as possible the same terms and
conditions (including the applicable vesting and termination provisions) as
those contained in the previously issued option being replaced thereby.

                 3.3      Terms and Conditions of Stock Appreciation Rights.
Each Stock Appreciation Right granted under the Plan must be evidenced by a
Stock Incentive Agreement.  A Stock Appreciation Right entitles the Participant
to receive the excess of (1) the Fair Market Value of a specified or
determinable number of shares of the Stock at the time of payment or exercise
over (2) a specified or determinable price which, in the case of a Stock
Appreciation Right granted in connection with an Option, may not be less than
the Exercise Price for that number of shares subject to that Option.  A Stock
Appreciation Right granted in connection with a Stock Incentive may only be
exercised to the extent that the related Stock Incentive has not been
exercised, paid or otherwise settled.

                          (a)     Settlement.  Upon settlement of a Stock
Appreciation Right, the Company must pay to the Participant the appreciation in
cash or shares of Stock (valued at the aggregate





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Fair Market Value on the date of payment or exercise) as provided in the Stock
Incentive Agreement or, in the absence of such provision, as the Committee may
determine.

                          (b)     Conditions to Exercise.  Each Stock
Appreciation Right granted under the Plan is exercisable or payable at such
time or times, or upon the occurrence of such event or events, and in such
amounts, as the Committee specifies in the Stock Incentive Agreement; provided,
however, that subsequent to the grant of a Stock Appreciation Right, the
Committee, at any time before complete termination of such Stock Appreciation
Right, may accelerate the time or times at which such Stock Appreciation Right
may be exercised or paid in whole or in part.

                 3.4      Terms and Conditions of Stock Awards.  The number of
shares of Stock subject to a Stock Award and restrictions or conditions on such
shares, if any, will be as the Committee determines, and the certificate for
such shares will bear evidence of any restrictions or conditions.  Subsequent
to the date of the grant of the Stock Award, the Committee has the power to
permit, in its discretion, an acceleration of the expiration of an applicable
restriction period with respect to any part or all of the shares awarded to a
Participant.  The Committee may require a cash payment from the Participant in
an amount no greater than the aggregate Fair Market Value of the shares of
Stock awarded determined at the date of grant in exchange for the grant of a
Stock Award or may grant a Stock Award without the requirement of a cash
payment.

                 3.5      Terms and Conditions of Dividend Equivalent Rights.
A Dividend Equivalent Right entitles the Participant to receive payments from
the Company in an amount determined by reference to any cash dividends paid on
a specified number of shares of Stock to Company stockholders of record during
the period such rights are effective.  The Committee may impose such
restrictions and conditions on any Dividend Equivalent Right as the Committee
in its discretion shall determine, including the date any such right shall
terminate and may reserve the right to terminate, amend or suspend any such
right at any time.

                          (a)     Payment.  Payment in respect of a Dividend
Equivalent Right may be made by the Company in cash or shares of Stock (valued
at Fair Market Value on the date of payment) as provided in the Stock Incentive
Agreement or Stock Incentive Program, or, in the absence of such provision, as
the Committee may determine.

                          (b)     Conditions to Payment.  Each Dividend
Equivalent Right granted under the Plan is payable at such time or times, or
upon the occurrence of such event or events, and in such amounts, as the
Committee specifies in the applicable Stock Incentive Agreement or Stock
Incentive Program; provided, however, that subsequent to the grant of a
Dividend Equivalent Right, the Committee, at any time before complete
termination of such Dividend Equivalent Right, may accelerate the time or times
at which such Dividend Equivalent Right may be paid in whole or in part.

                 3.6      Terms and Conditions of Performance Unit Awards.  A
Performance Unit Award shall entitle the Participant to receive, at a specified
future date, payment of an amount equal to all or a portion of the value of a
specified or determinable number of units (stated in terms of a designated or
determinable dollar amount per unit) granted by the Committee.  At the time of
the grant, the Committee must determine the base value of each unit, the number
of units subject to a





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Performance Unit Award, the performance factors applicable to the determination
of the ultimate payment value of the Performance Unit Award and the period over
which Company performance shall be measured.  The Committee may provide for an
alternate base value for each unit under certain specified conditions.

                          (a)     Payment.  Payment in respect of Performance
Unit Awards may be made by the Company in cash or shares of Stock (valued at
Fair Market Value on the date of payment) as provided in the applicable Stock
Incentive Agreement or Stock Incentive Program or, in the absence of such
provision, as the Committee may determine.

                          (b)     Conditions to Payment.  Each Performance Unit
Award granted under the Plan shall be payable at such time or times, or upon
the occurrence of such event or events, and in such amounts, as the Committee
shall specify in the applicable Stock Incentive Agreement or Stock Incentive
Program; provided, however, that subsequent to the grant of a Performance Unit
Award, the Committee, at any time before complete termination of such
Performance Unit Award, may accelerate the time or times at which such
Performance Unit Award may be paid in whole or in part.

                 3.7      Terms and Conditions of Phantom Shares.  Phantom
Shares shall entitle the Participant to receive, at a specified future date,
payment of an amount equal to all or a portion of the Fair Market Value of a
specified number of shares of Stock at the end of a specified period.  At the
time of the grant, the Committee will determine the factors which will govern
the portion of the rights so payable, including, at the discretion of the
Committee, any performance criteria that must be satisfied as a condition to
payment. Phantom Share awards containing performance criteria may be designated
as Performance Share Awards.

                          (a)     Payment.  Payment in respect of Phantom
Shares may be made by the Company in cash or shares of Stock (valued at Fair
Market Value on the date of payment) as provided in the applicable Stock
Incentive Agreement or Stock Incentive Program, or, in the absence of such
provision, as the Committee may determine.

                          (b)     Conditions to Payment.  Each Phantom Share
granted under the Plan is payable at such time or times, or upon the occurrence
of such event or events, and in such amounts, as the Committee specify in the
applicable Stock Incentive Agreement or Stock Incentive Program; provided,
however, that subsequent to the grant of a Phantom Share, the Committee, at any
time before complete termination of such Phantom Share, may accelerate the time
or times at which such Phantom Share may be paid in whole or in part.

                 3.8      Treatment of Awards Upon Termination of Employment.
Except as otherwise provided by Plan Section 3.2(e), any award under this Plan
to a Participant who has experienced a Termination of Employment may be
cancelled, accelerated, paid or continued, as provided in the applicable Stock
Incentive Agreement or Stock Incentive Program, or, in the absence of such
provision, as the Committee may determine.  The portion of any award
exercisable in the event of continuation or the amount of any payment due under
a continued award may be adjusted by the Committee to reflect the Participant's
period of service from the date of grant through the





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date of the Participant's Termination of Employment or such other factors as
the Committee determines are relevant to its decision to continue the award.


                        SECTION 4  RESTRICTIONS ON STOCK

                 4.1      Escrow of Shares.  Any certificates representing the
shares of Stock issued under the Plan will be issued in the Participant's name,
but, if the applicable Stock Incentive Agreement or Stock Incentive Program so
provides, the shares of Stock will be held by a custodian designated by the
Committee (the "Custodian").  Each applicable Stock Incentive Agreement or
Stock Incentive Program providing for transfer of shares of Stock to the
Custodian must appoint the Custodian as the attorney-in-fact for the
Participant for the term specified in the applicable Stock Incentive Agreement
or Stock Incentive Program, with full power and authority in the Participant's
name, place and stead to transfer, assign and convey to the Company any shares
of Stock held by the Custodian for such Participant, if the Participant
forfeits the shares under the terms of the applicable Stock Incentive Agreement
or Stock Incentive Program.  During the period that the Custodian holds the
shares subject to this Section, the Participant is entitled to all rights,
except as provided in the applicable Stock Incentive Agreement or Stock
Incentive Program, applicable to shares of Stock not so held.  Any dividends
declared on shares of Stock held by the Custodian must provide in the
applicable Stock Incentive Agreement or Stock Incentive Program, be paid
directly to the Participant or, in the alternative, be retained by the
Custodian or by the Company until the expiration of the term specified in the
applicable Stock Incentive Agreement or Stock Incentive Program and shall then
be delivered, together with any proceeds, with the shares of Stock to the
Participant or to the Company, as applicable.

                 4.2      Restrictions on Transfer.  The Participant does not
have the right to make or permit to exist any disposition of the shares of
Stock issued pursuant to the Plan except as provided in the Plan or the
applicable Stock Incentive Agreement or Stock Incentive Program.  Any
disposition of the shares of Stock issued under the Plan by the Participant not
made in accordance with the Plan or the applicable Stock Incentive Agreement or
Stock Incentive Program will be void.  The Company will not recognize, or have
the duty to recognize, any disposition not made in accordance with the Plan and
the applicable Stock Incentive Agreement or Stock Incentive Program, and the
shares so transferred will continue to be bound by the Plan and the applicable
Stock Incentive Agreement or Stock Incentive Program.


                         SECTION 5  GENERAL PROVISIONS

                 5.1      Withholding.  The Company must deduct from all cash
distributions under the Plan any taxes required to be withheld by federal,
state or local government.  Whenever the Company proposes or is required to
issue or transfer shares of Stock under the Plan or upon the vesting of any
Stock Award, the Company has the right to require the recipient to remit to the
Company an amount sufficient to satisfy any federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares or the vesting of such Stock Award.  A Participant
may pay the withholding tax in cash, or, if the applicable Stock Incentive
Agreement or Stock Incentive Program provides, a Participant may elect to have





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the number of shares of Stock he is to receive reduced by, or with respect to a
Stock Award, tender back to the Company, the smallest number of whole shares of
Stock which, when multiplied by the Fair Market Value of the shares of Stock
determined as of the Tax Date (defined below), is sufficient to satisfy
federal, state and local, if any, withholding taxes arising from exercise or
payment of a Stock Incentive (a "Withholding Election").  A Participant may
make a Withholding Election only if both of the following conditions are met:

                          (a)     The Withholding Election must be made on or
prior to the date on which the amount of tax required to be withheld is
determined (the "Tax Date") by executing and delivering to the Company a
properly completed notice of Withholding Election as prescribed by the
Committee; and

                          (b)     Any Withholding Election made will be
irrevocable except on six months advance written notice delivered to the
Company; however, the Committee may in its sole discretion disapprove and give
no effect to the Withholding Election.

                 5.2      Changes in Capitalization; Merger; Liquidation.

                          (a)      The number of shares of Stock reserved for
the grant of Options, Dividend Equivalent Rights, Performance Unit Awards,
Phantom Shares, Stock Appreciation Rights and Stock Awards; the number of
shares of Stock reserved for issuance upon the exercise or payment, as
applicable, of each outstanding Option, Dividend Equivalent Right, Phantom
Share and Stock Appreciation Right and upon vesting or grant, as applicable, of
each Stock Award; the Exercise Price of each outstanding Option and the
specified number of shares of Stock to which each outstanding Dividend
Equivalent Right, Phantom Share and Stock Appreciation Right pertains must be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or combination of shares or the
payment of a stock dividend in shares of Stock to holders of outstanding shares
of Stock or any other increase or decrease in the number of shares of Stock
outstanding effected without receipt of consideration by the Company.

                          (b)     In the event of a merger, consolidation or
other reorganization of the Company or tender offer for shares of Stock, the
Committee may make such adjustments with respect to awards and take such other
action as it deems necessary or appropriate to reflect such merger,
consolidation, reorganization or tender offer, including, without limitation,
the substitution of new awards, or the adjustment of outstanding awards, the
acceleration of awards, the removal of restrictions on outstanding awards, or
the termination of outstanding awards in exchange for the cash value determined
in good faith by the Committee of the vested portion of the award.  Any
adjustment pursuant to this Section 5.2 may provide, in the Committee's
discretion, for the elimination without payment therefor of any fractional
shares that might otherwise become subject to any Stock Incentive, but except
as set forth in this Section may not otherwise diminish the then value of the
Stock Incentive.

                          (c)     The existence of the Plan and the Stock
Incentives granted pursuant to the Plan must not affect in any way the right or
power of the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure,





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any merger or consolidation of the Company, any issue of debt or equity
securities having preferences or priorities as to the Stock or the rights
thereof, the dissolution or liquidation of the Company, any sale or transfer of
all or any part of its business or assets, or any other corporate act or
proceeding.

                 5.3      Cash Awards.  The Committee may, at any time and in
its discretion, grant to any holder of a Stock Incentive the right to receive,
at such times and in such amounts as determined by the Committee in its
discretion, a cash amount which is intended to reimburse such person for all or
a portion of the federal, state and local income taxes imposed upon such person
as a consequence of the receipt of the Stock Incentive or the exercise of
rights thereunder.

                 5.4      Compliance with Code.  All incentive stock options to
be granted hereunder are intended to comply with Code Section 422, and all
provisions of the Plan and all incentive stock options granted hereunder must
be construed in such manner as to effectuate that intent.

                 5.5      Right to Terminate Employment.  Nothing in the Plan
or in any Stock Incentive confers upon any Participant the right to continue as
an employee or officer of the Company or any of its Affiliates or affect the
right of the Company or any of its Affiliates to terminate the Participant's
employment at any time.

                 5.6      Non-Alienation of Benefits.  Other than as
specifically provided with regard to the death of a Participant, no benefit
under the Plan may be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge; and any attempt to do so
shall be void.  No such benefit may, prior to receipt by the Participant, be in
any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the Participant.

                 5.7      Restrictions on Delivery and Sale of Shares; Legends.
Each Stock Incentive is subject to the condition that if at any time the
Committee, in its discretion, shall determine that the listing, registration or
qualification of the shares covered by such Stock Incentive upon any securities
exchange or under any state or federal law is necessary or desirable as a
condition of or in connection with the granting of such Stock Incentive or the
purchase or delivery of shares thereunder, the delivery of any or all shares
pursuant to such Stock Incentive may be withheld unless and until such listing,
registration or qualification shall have been effected.  If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the shares of Stock purchasable or
otherwise deliverable under Stock Incentives then outstanding, the Committee
may require, as a condition of exercise of any Option or as a condition to any
other delivery of Stock pursuant to a Stock Incentive, that the Participant or
other recipient of a Stock Incentive represent, in writing, that the shares
received pursuant to the Stock Incentive are being acquired for investment and
not with a view to distribution and agree that the shares will not be disposed
of except pursuant to an effective registration statement, unless the Company
shall have received an opinion of counsel that such disposition is exempt from
such requirement under the Securities Act of 1933 and any applicable state
securities laws.  The Company may include on certificates representing shares
delivered pursuant to a Stock Incentive such legends referring to the foregoing
representations or





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<PAGE>   13
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.

                 5.8      Listing and Legal Compliance.  The Committee may
suspend the exercise or payment of any Stock Incentive so long as it determines
that securities exchange listing or registration or qualification under any
securities laws is required in connection therewith and has not been completed
on terms acceptable to the Committee.

                 5.9      Termination and Amendment of the Plan.  The Board of
Directors at any time may amend or terminate the Plan without stockholder
approval; provided, however, that the Board of Directors may condition any
amendment on the approval of stockholders of the Company if such approval is
necessary or advisable with respect to tax, securities or other applicable
laws.  No such termination or amendment without the consent of the holder of a
Stock Incentive may adversely affect the rights of the Participant under such
Stock Incentive.

                 5.10     Stockholder Approval.  The Plan must be submitted to
the stockholders of the Company for their approval within twelve (12) months
before or after the adoption of the Plan by the Board of Directors of the
Company.  If such approval is not obtained, any Stock Incentive granted
hereunder will be void.

                 5.11     Choice of Law.  The laws of the State of Texas govern
the Plan, to the extent not preempted by federal law, without reference to the
principles of conflict of laws.

                 5.12     Effective Date of Plan.  This Plan was approved by
the Board of Directors as of February 28, 1999, and shall become effective upon
its approval by the Company's shareholders.


                                           WATTMONITOR, INC.



                                           By:/s/ Joel Dumaresq
                                              -----------------
                                                 President





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