EXHIBIT 10.4


                           MYSTIQUE DEVELOPMENTS, INC.
                              EQUITY INCENTIVE PLAN

                                   SECTION 1.
                                  INTRODUCTION

1.1  Establishment. Mystique Developments, Inc., a Wyoming corporation
     (hereinafter referred to, together with its Affiliated Corporations (as
     defined in subsection 2.1(a)) as the "Company" except where the context
     otherwise requires), hereby establishes the Mystique Developments, Inc.
     Equity Incentive Plan (the "Plan") for certain key employees, directors and
     consultants of the Company.

1.2  Purposes. The purposes of the Plan are to provide the key management
     employees selected for participation in the Plan with added incentives to
     continue in the long-term service of the Company and to create in such
     employees a more direct interest in the future success of the operations of
     the Company by relating incentive compensation to increases in stockholder
     value, so that the income of the key management employees is more closely
     aligned with the income of the Company's stockholders. The Plan is also
     designed to attract key employees and directors and to retain and motivate
     participating employees and directors by providing an opportunity for
     investment in the Company.

                                   SECTION 2.
                                   DEFINITIONS

2.1  Definitions. The following terms shall have the meanings set forth below:

     (a)  "Affiliated Corporation" means any corporation or other entity
          (including but not limited to a partnership) which is affiliated with
          Mystique Developments, Inc. through stock ownership or otherwise and
          is treated as a common employer under the provisions of Sections
          414(b) and (c) of the Internal Revenue Code.

     (b)  "Award" means a grant made under this Plan in the form of Stock,
          Options, Restricted Stock, Performance Shares, or Performance Units.

     (c)  "Board" means the Board of Directors of the Company.

     (d)  "Director" means an employee or non-employee member of the Board.

     (e)  "Effective Date" means the effective date of the Plan, April 5, 1997.


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     (f)  "Eligible Employees" means full-time or part-time key employees
          (including, without limitation, officers and directors who are also
          employees) of the Company or any Affiliated Corporation or any
          division thereof, upon whose judgment, initiative and efforts the
          Company is, or will be, important to the successful conduct of its
          business. (g) "FAIR MARKET VALUE" MEANS THE OFFICIALLY QUOTED CLOSING
          PRICE OF THE STOCK ON THE NASD OTC BULLETIN BOARD SYSTEM ON A
          PARTICULAR DATE. IF THERE ARE NO STOCK TRANSACTIONS ON SUCH DATE, THE
          FAIR MARKET VALUE SHALL BE DETERMINED ON THE BASIS OF THE WEIGHTED
          AVERAGE OF THE OFFICIALLY QUOTED CLOSING PRICE ON THE THREE
          IMMEDIATELY PRECEDING DATES ON WHICH STOCK TRANSACTIONS OCCURRED. IF
          THE STOCK IS NOT PUBLICLY TRADED OR IF THE INCENTIVE PLAN COMMITTEE
          BELIEVES IN GOOD FAITH THAT THE CALCULATIONS PROVIDED FOR HEREIN DO
          NOT ACCURATELY REFLECT THE FAIR MARKET VALUE OF THE STOCK, THE FAIR
          MARKET VALUE OF THE STOCK ON ANY DATE SHALL BE DETERMINED IN GOOD
          FAITH BY THE INCENTIVE PLAN COMMITTEE AFTER SUCH CONSULTATION WITH
          OUTSIDE LEGAL, ACCOUNTING AND OTHER EXPERTS AS THE INCENTIVE PLAN
          COMMITTEE MAY DEEM ADVISABLE, AND THE COMMITTEE SHALL MAINTAIN A
          WRITTEN RECORD OF ITS METHOD OF DETERMINING SUCH VALUE.

     (h)  "Incentive Plan Committee" means a committee consisting of at least
          two "non-employee" and "outside" members of the Board who are
          empowered hereunder to take actions in the administration of the Plan.
          The Incentive Plan Committee shall be so constituted at all times as
          to permit the Plan to comply with Rule 16b-3 or any successor rule
          promulgated under the Securities Exchange Act of 1934 (the "1934 Act")
          andss.162(m) of the Internal Revenue Code. Members of the Incentive
          Plan Committee shall be appointed from time to time by the Board,
          shall serve at the pleasure of the Board, and may resign at any time
          upon written notice to the Board.

     (i)  "Incentive Stock Option" means any Option designated as such and
          granted in accordance with the requirements of Section 422 of the
          Internal Revenue Code.

     (j)  "Internal Revenue Code" means the Internal Revenue Code of 1986, as it
          may be amended from time to time.

     (k)  "Non-Statutory Option" means any Option other than an Incentive Stock
          Option.

     (l)  "Option" means a right to purchase Stock at a stated price for a
          specified period of time.

     (m)  "Option Price" means the price at which shares of Stock subject to an
          Option may be purchased, determined in accordance with subsection
          7.2(b).


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     (n)  "Participant" means an Eligible Employee, Director or consultant to
          the Company designated by the Incentive Plan Committee from time to
          time during the term of the Plan to receive one or more Awards under
          the Plan.

     (o)  "Performance Cycle" means the period of time as specified by the
          Incentive Plan Committee over which Performance Share or Performance
          Units are to be earned.

     (p)  "Performance Shares" means an Award made pursuant to Section 9 which
          entitles a Participant to receive Shares, their cash equivalent or a
          combination thereof based on the achievement of performance targets
          during a Performance Cycle.

     (q)  "Performance Units" means an Award made pursuant to Section 9 which
          entitles a Participant to receive cash, Stock or a combination thereof
          based on the achievement of performance targets during a Performance
          Cycle.

     (r)  "Plan Year" means each 12-month period beginning July 1 and ending the
          following June 30, except that for the first year of the Plan it shall
          begin on the Effective Date and extend to June 30 of the following
          year.

     (s)  "Restricted Stock" Means Stock granted under Section 8 that is subject
          to restrictions imposed pursuant to said Section.

     (t)  "Share" means a share of Stock.

     (u)  "Stock" means the common stock, $.01 par value, of the Company.

2.2  Gender and Number. Except when otherwise indicated by the context, the
     masculine gender shall also include the feminine gender, and the definition
     of any term herein in the singular shall also include the plural.

                                   SECTION 3.
                               PLAN ADMINISTRATION

     The Plan shall be administered by the Board or the Incentive Plan
Committee. If the Plan is administered by the Board all references herein to the
Incentive Plan Committee shall be deemed to refer to the Board. In accordance
with the provisions of the Plan, the Incentive Plan Committee shall, in its sole
discretion, and except as specifically set forth herein, select Participants
from among the Eligible Employees and Directors to whom Awards will be granted,
the form of each Award, the amount of each Award and any other terms and
conditions of each Award as the Incentive Plan Committee may deem necessary or
desirable and consistent with the terms of the Plan. The Incentive Plan
Committee shall determine the form or forms of the agreements with Participants
which shall evidence the particular provisions, terms, conditions, rights and
duties of the Company and the Participants with respect to Awards granted
pursuant to the Plan, which provisions need not be identical except as may be
provided herein. The Incentive Plan Committee may from time to time adopt such
rules and regulations for carrying out the purposes of the Plan as it may deem
proper

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and in the best interests of the Company. The Incentive Plan Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any agreement entered into hereunder in the manner and to the extent
it shall deem expedient and it shall be the sole and final judge of such
expediency. No member of the Incentive Plan Committee shall be liable for any
action or determination made in good faith, and all members of the Committee
shall, in addition to their rights as directors, be fully protected by the
Company with respect to any such action, determination or interpretation. The
determination, interpretations and other actions of the Incentive Plan Committee
pursuant to the provisions of the Plan shall be binding and conclusive for all
purposes and on all persons.

                                   SECTION 4.
                            STOCK SUBJECT TO THE PLAN

4.1  Number of Shares. Initially, 2,500,000 Shares are authorized for issuance
     under the Plan in accordance with the provisions of the Plan and subject to
     such restrictions or other provisions as the Incentive Plan Committee may
     from time to time deem necessary. The Shares may be divided among the
     various Plan components as the Incentive Plan Committee shall determine,
     all of which shall be available for grant as Incentive Stock Options under
     the Plan. Shares which may be issued upon the exercise of Options shall be
     applied to reduce the maximum number of Shares remaining available for use
     under the Plan. The Company shall at all times during the term of the Plan
     and while any Options are outstanding retain as authorized and unissued
     Stock, or as treasury Stock, at least the number of Shares from time to
     time required under the provisions of the Plan, or otherwise assure itself
     of its ability to perform its obligations hereunder.

4.2  Unused and Forfeited Stock. Any Shares that are subject to an Award under
     this Plan which are not used because the terms and conditions of the Award
     are not met, including any Shares that are subject to an Option which
     expires or is terminated for any reason, any Shares which are used for full
     or partial payment of the purchase price of Shares with respect to which an
     Option is exercised and any Shares retained by the Company pursuant to
     Section 15.2 shall automatically become available for use under the Plan.

4.3  Adjustments for Stock Split, Stock Dividend, Etc. If the Company shall at
     any time increase or decrease the number of its outstanding Shares of Stock
     or change in any way the rights and privileges of such Shares by means of
     the payment of a stock dividend or any other distribution upon such Shares
     payable in Stock, or through a stock split, subdivision, consolidation,
     combination, reclassification or recapitalization involving the Stock, then
     in relation to the Stock that is affected by one or more of the above
     events, the numbers, rights and privileges of the following shall be
     increased, decreased or changed in like manner as if they had been issued
     and outstanding, fully paid and nonassessable at the time of such
     occurrence: (i) the shares of Stock as to which Awards may be granted under
     the Plan; and (ii) the Shares of Stock then included in each outstanding
     Option, Performance Share or Performance Unit granted hereunder.


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4.4  Dividend Payable in Stock of Another Corporation, Etc. If the Company shall
     at any time pay or make any dividend or other distribution upon the Stock
     payable in securities of another corporation or other property (except
     money or Stock), a proportionate part of such securities or other property
     shall be set aside and delivered to any Participant then holding an Award
     for the particular type of Stock for which the dividend or other
     distribution was made, upon exercise thereof in the case of Options, and
     the vesting thereof in the case of other Awards. Prior to the time that any
     such securities or other property are delivered to a Participant in
     accordance with the foregoing, the Company shall be the owner of such
     securities or other property and shall have the right to vote the
     securities, receive any dividends payable on such securities, and in all
     other respects shall be treated as the owner. If securities or other
     property which have been set aside by the Company in accordance with this
     Section are not delivered to a Participant because an Award is not
     exercised or otherwise vested, then such securities or other property shall
     remain the property of the Company and shall be dealt with by the Company
     as it shall determine in its sole discretion.

4.5  Other Changes in Stock. In the event there shall be any change, other than
     as specified in Sections 4.3 and 4.4, in the number or kind of outstanding
     shares of Stock or of any stock or other securities into which the Stock
     shall be changed or for which it shall have been exchanged, and if the
     Incentive Plan Committee shall in its discretion determine that such change
     equitably requires an adjustment in the number or kind of Shares subject to
     outstanding Awards or which have been reserved for issuance pursuant to the
     Plan but are not then subject to an Award, then such adjustments shall be
     made by the Incentive Plan Committee and shall be effective for all
     purposes of the Plan and on each outstanding Award that involves the
     particular type of stock for which a change was effected.

4.6  Rights to Subscribe. If the Company shall at any time grant to the holders
     of its Stock rights to subscribe pro rata for additional shares thereof or
     for any other securities of the Company or of any other corporation, there
     shall be reserved with respect to the Shares then subject to an Award held
     by any Participant of the particular class of Stock involved, the Stock or
     other securities which the Participant would have been entitled to
     subscribe for if immediately prior to such grant the Participant had
     exercised his entire Option, or otherwise vested in his entire Award. If,
     upon exercise of any such Option or the vesting of any other Award, the
     Participant subscribes for the additional Stock or other securities, the
     Participant shall pay to the Company the price that is payable by the
     Participant for such Stock or other securities.

4.7  General Adjustment Rules. If any adjustment or substitution provided for in
     this Section 4 shall result in the creation of a fractional Share under any
     Award, the Company shall, in lieu of selling or otherwise issuing such
     fractional Share, pay to the Participant a cash sum in an amount equal to
     the product of such fraction multiplied by the Fair Market Value of a Share
     on the date the fractional Share would otherwise have been issued. In the
     case of any such substitution or adjustment affecting an Option, the total
     Option Price for the shares of Stock then subject to an

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     Option shall remain unchanged but the Option Price per share under each
     such Option shall be equitably adjusted by the Incentive Plan Committee to
     reflect the greater or lesser number of shares of Stock or other securities
     into which the Stock subject to the Option may have been changed.

4.8  Determination by Incentive Plan Committee, Etc. Adjustments under this
     Section 4 shall be made by the Incentive Plan Committee, whose
     determinations with regard thereto shall be final and binding upon all
     parties thereto.

                                   SECTION 5.
                          REORGANIZATION OR LIQUIDATION

     In the event that the Company is merged or consolidated with another
corporation (other than a merger or consolidation in which the Company is the
continuing corporation and which does not result in any reclassification or
change of outstanding Shares), or if all or substantially all of the assets or
more than 50% of the outstanding voting stock of the Company is acquired by any
other corporation, business entity or person (other than a sale or conveyance in
which the Company continues as a holding company of an entity or entities that
conduct the business or businesses formerly conducted by the Company), or in
case of a reorganization (other than a reorganization under the United States
Bankruptcy Code) or liquidation of the Company, and if the provisions of Section
10 do not apply, the Incentive Plan Committee, or the board of directors of any
corporation assuming the obligations of the Company, shall have the power and
discretion to prescribe the terms and conditions for the exercise of, or
modification of, any outstanding Awards granted hereunder. By way of
illustration, and not by way of limitation, the Incentive Plan Committee may
provide for the complete or partial acceleration of the dates of exercise of the
Options, or may provide that such Options will be exchanged or converted into
options to acquire securities of the surviving or acquiring corporation, or may
provide for a payment or distribution in respect of outstanding Options (or the
portion thereof that is currently exercisable) in cancellation thereof. The
Incentive Plan Committee may remove restrictions on Restricted Stock and may
modify the performance requirements for any other Awards. The Incentive Plan
Committee may provide that Stock or other Awards granted hereunder must be
exercised in connection with the closing of such transaction, and that if not so
exercised such Awards will expire. Any such determinations by the Incentive Plan
Committee may be made generally with respect to all Participants, or may be made
on a case-by-case basis with respect to particular Participants. The provisions
of this Section 5 shall not apply to any transaction undertaken for the purpose
of reincorporating the Company under the laws of another jurisdiction, if such
transaction does not materially affect the beneficial ownership of the Company's
capital stock. SECTION 6. PARTICIPATION

     Participants in the Plan shall be those Eligible Employees, Directors or
consultants who, in the judgment of the Incentive Plan Committee, are
performing, or during the term of their incentive arrangement will perform,
important services in the management, operation and development of the Company,
and significantly contribute, or are expected to significantly contribute, to
the achievement of long-term corporate economic objectives. Participants may be
granted from time to

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time one or more Awards; provided, however, that the grant of each such Award
shall be separately approved by the Incentive Plan Committee, receipt of one
such Award shall not result in automatic receipt of any other Award, and written
notice shall be given to each such person, specifying the terms, conditions,
rights and duties related thereto; and further provided that Incentive Stock
Options shall not be granted to consultants or to Eligible Employees of any
partnership which is included within the definition of an Affiliated Corporation
but whose employees are not permitted to receive Incentive Stock Options under
the Internal Revenue Code. Each Participant shall enter into an agreement with
the Company, in such form as the Incentive Plan Committee shall determine and
which is consistent with the provisions of the Plan, specifying such terms,
conditions, rights and duties. Awards shall be deemed to be granted as of the
date specified in the grant resolution of the Incentive Plan Committee, which
date shall be the date of any related agreement with the Participant. In the
event of any inconsistency between the provisions of the Plan and any such
agreement entered into hereunder, the provisions of the Plan shall govern.

                                   SECTION 7.
                                  STOCK OPTIONS

7.1  Discretionary Grant of Options. Coincident with the following designation
     for participation in the Plan, a Participant may be granted one or more
     Options. The Incentive Plan Committee in its sole discretion shall
     designate whether an Option is to be considered an Incentive Stock Option
     or a Non-Statutory Option. The Incentive Plan Committee may grant both an
     Incentive Stock Option and a Non- Statutory Option to the same Participant
     at the same time or at different times. Incentive Stock Options and
     Non-Statutory Options, whether granted at the same or different times,
     shall be deemed to have been awarded in separate grants, shall be clearly
     identified, and in no event shall the exercise of one Option affect the
     right to exercise any other Option or affect the number of Shares for which
     any other Option may be exercised.

7.2  Option Agreements. Each Option granted under the Plan shall be evidenced by
     a written stock option agreement which shall be entered into by the Company
     and the Participant to whom the Option is granted (the "Option Holder"),
     and which shall contain the following terms and conditions, as well as such
     other terms and conditions not inconsistent therewith, as the Incentive
     Plan Committee may consider appropriate in each case.

     (a)  Number of Shares. Each stock option agreement shall state that it
          covers a specified number of Shares, as determined by the Incentive
          Plan Committee. Notwithstanding any other provision of the Plan, the
          aggregate Fair Market Value of the Shares with respect to which
          Incentive Stock Options are exercisable for the first time by an
          Option Holder in any calendar year, under the Plan or otherwise, shall
          not exceed $100,000. For this purpose, the Fair Market Value of the
          Shares shall be determined as of the time an Option is granted.

     (b)  Price. The price at which each Share covered by an Option may be
          purchased shall be determined in each case by the Incentive Plan
          Committee

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          and set forth in the stock option agreement, but in no event shall the
          Option Price for each Share covered by an Incentive Stock Option be
          less than the Fair Market Value of the Stock on the date the Option is
          granted; provided that the Option Price for each Share covered by a
          Non-Statutory Option may be granted at any price less than Fair Market
          Value, in the sole discretion of the Incentive Plan Committee. In
          addition, the Option Price for each Share covered by an Incentive
          Stock Option granted to an Eligible Employee who then owns stock
          possessing more than 10% of the total combined voting power of all
          classes of stock of the Company or any parent or subsidiary
          corporation of the Company must be at least 110% of the Fair Market
          Value of the Stock subject to the Incentive Stock Option on the date
          the Option is granted.

     (c)  Duration of Options. Each stock option agreement shall state the
          period of time, determined by the Incentive Plan Committee, within
          which the Option may be exercised by the Option Holder (the "Option
          Period"). The Option Period must expire, in all cases, not more than
          ten years from the date an Option is granted; provided, however, that
          the Option Period of an Option granted to an Eligible Employee or
          consultant who then owns stock possessing more than 10% of the total
          combined voting power of all classes of stock of the Company or any
          parent or subsidiary corporation of the Company must expire not more
          than five years from the date such an Option is granted. Each stock
          option agreement shall also state the periods of time, if any, as
          determined by the Incentive Plan Committee, when incremental portions
          of each Option shall vest. Except as provided in Sections 5 and 10, no
          portion of any Option shall vest before six months after the date of
          grant of the Option.

     (d)  Termination of Employment, Death, Disability, Etc. Except as otherwise
          determined by the Incentive Plan Committee, each stock option
          agreement shall provide as follows with respect to the exercise of the
          Option upon termination of the employment or the death of the Option
          Holder:

          (i)  If the employment of the Option Holder is terminated within the
               Option Period for cause, as determined by the Company, the Option
               shall thereafter be void for all purposes. As used in this
               subsection 7.2(d), "cause" shall mean a gross violation, as
               determined by the Company, of the Company's established policies
               and procedures. The effect of this subsection 7.2(d)(i) shall be
               limited to determining the consequences of a termination, and
               nothing in this subsection 7.2(d)(i) shall restrict or otherwise
               interfere with the Company's discretion with respect to the
               termination of any employee.

          (ii) If the Option Holder terminates his employment with the Company
               in a manner determined by the Board, in its sole discretion, to
               constitute retirement (which determination shall be communicated
               to

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               the Option Holder within 10 days of such termination), the Option
               may be exercised by the Option Holder, or in the case of death by
               the persons specified in subsection (iii) of this subsection
               7.2(d), within three months following his or her retirement if
               the Option is an Incentive Stock Option or within twelve months
               following his or her retirement if the Option is a Non-Statutory
               Stock Option (provided in each case that such exercise must occur
               within the Option Period), but not thereafter. In any such case,
               the Option may be exercised only as to the Shares as to which the
               Option had become exercisable on or before the date of the Option
               Holder's termination of employment.

          (iii) If the Option Holder dies, or if the Option Holder becomes
               disabled (within the meaning of Section 22(e) of the Internal
               Revenue Code), during the Option Period while still employed, or
               within the three- month period referred to in (iv) below, or
               within the three or twelve- month period referred to in (ii)
               above, the Option may be exercised by those entitled to do so
               under the Option Holder's will or by the laws of descent and
               distribution within twelve months following the Option Holder's
               death or disability, but not thereafter. In any such case, the
               Option may be exercised only as to the Shares as to which the
               Option had become exercisable on or before the date of the Option
               Holder's death or disability.

          (iv) If the employment of the Option Holder by the Company is
               terminated (which for this purpose means that the Option Holder
               is no longer employed by the Company or by an Affiliated
               Corporation) within the Option Period for any reason other than
               cause, retirement as provided in (ii) above, disability or the
               Option Holder's death, the Option may be exercised by the Option
               Holder within three months following the date of such termination
               (provided that such exercise must occur within the Option
               Period), but not thereafter. In any such case, the Option may be
               exercised only as to the Shares as to which the Option had become
               exercisable on or before the date of termination of employment.

     (e)  Transferability. Each stock option agreement shall provide that the
          Option granted therein is not transferable by the Option Holder except
          by will or pursuant to the laws of descent and distribution, and that
          such Option is exercisable during the Option Holder's lifetime only by
          him or her, or in the event of disability or incapacity, by his or her
          guardian or legal representative.

     (f)  Exercise, Payments, Etc.

          (i)  Each stock option agreement shall provide that the method for
               exercising the Option granted therein shall be by delivery to the

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               Corporate Secretary of the Company of written notice specifying
               the number of Shares with respect to which such Option is
               exercised (which must be in an amount evenly divisible by 100)
               and payment of the Option Price. Such notice shall be in a form
               satisfactory to the Incentive Plan Committee and shall specify
               the particular Option (or portion thereof) which is being
               exercised and the number of Shares with respect to which the
               Option is being exercised. The exercise of the Option shall be
               deemed effective upon receipt of such notice by the Corporate
               Secretary and payment to the Company. The purchase of such Stock
               shall take place at the principal offices of the Company upon
               delivery of such notice, at which time the purchase price of the
               Stock shall be paid in full by any of the methods or any
               combination of the methods set forth in (ii) below. A properly
               executed certificate or certificates representing the Stock shall
               be issued by the Company and delivered to the Option Holder. If
               certificates representing Stock are used to pay all or part of
               the Option Price, separate certificates for the same number of
               shares of Stock shall be issued by the Company and delivered to
               the Option Holder representing each certificate used to pay the
               Option Price, and an additional certificate shall be issued by
               the Company and delivered to the Option Holder representing the
               additional shares, in excess of the Option Price, to which the
               Option Holder is entitled as a result of the exercise of the
               Option.

          (ii) The exercise price shall be paid by any of the following methods
               or any combination of the following methods:

               (A)  in cash;

               (B)  by cashier's check payable to the order of the Company;

               (C)  by delivery to the Company of certificates representing the
                    number of Shares then owned by the Option Holder, the Fair
                    Market Value of which equals the purchase price of the Stock
                    purchased pursuant to the Option, properly endorsed for
                    transfer to the Company; provided however, that Shares used
                    for this purpose must have been held by the Option Holder
                    for such minimum period of time as may be established from
                    time to time by the Incentive Plan Committee; for purposes
                    of this Plan, the Fair Market Value of any Shares delivered
                    in payment of the purchase price upon exercise of the Option
                    shall be the Fair Market Value as of the exercise date; the
                    exercise date shall be the day the delivery of the
                    certificates for the Stock used as payment of the Option
                    Price; or

               (D)  by delivery to the Company of a properly executed notice of
                    exercise together with irrevocable instructions to a broker
                    to deliver to the Company promptly the amount of the
                    proceeds of

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                    the sale of all or a portion of the Stock or of a loan from
                    the broker to the Option Holder necessary to pay the
                    exercise price.

          (iii) In the discretion of the Incentive Plan Committee, the Company
               may guaranty a third-party loan obtained by a Participant to pay
               part or all of the Option Price of the Shares provided that such
               loan or the Company's guaranty is secured by the Shares. 

     (g)  Date of Grant. An option shall be considered as having been granted on
          the date specified in the grant resolution of the Incentive Plan
          Committee.

     (h)  Withholding.

               (A)  Non-Statutory Options. Each stock option agreement covering
                    Non-Statutory Options shall provide that, upon exercise of
                    the Option, the Option Holder shall make appropriate
                    arrangements with the Company to provide for the amount of
                    additional withholding required by applicable federal and
                    state income tax laws, including payment of such taxes
                    through delivery of Stock or by withholding Stock to be
                    issued under the Option, as provided in Section 15.

               (B)  Incentive Options. In the event that a Participant makes a
                    disposition (as defined in Section 424(c) of the Internal
                    Revenue Code) of any Stock acquired pursuant to the exercise
                    of an Incentive Stock Option prior to the expiration of two
                    years from the date on which the Incentive Stock Option was
                    granted or prior to the expiration of one year from the date
                    on which the Option was exercised, the Participant shall
                    send written notice to the Company at its principal office
                    in Redondo Beach, CA (Attention: Corporate Secretary) of the
                    date of such disposition, the number of shares disposed of,
                    the amount of proceeds received from such disposition, and
                    any other information relating to such disposition as the
                    Company may reasonably request. The Participant shall, in
                    the event of such a disposition, make appropriate
                    arrangements with the Company to provide for the amount of
                    additional withholding, if any, required by applicable
                    federal and state income tax laws.

     (i)  Adjustment of Options. Subject to the limitations contained in
          Sections 7 and 14, the Incentive Plan Committee may make any
          adjustment in the Option Price, the number of shares subject to, or
          the terms of, an outstanding Option and a subsequent granting of an
          Option by amendment or by substitution of an outstanding Option. Such
          amendment, substitution, or re-grant may result in terms and
          conditions (including Option Price, number of shares covered, vesting
          schedule or exercise period) that differ from the terms and conditions
          of the original Option. The Incentive Plan Committee may not, however,

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          adversely affect the rights of any Participant to previously granted
          Options without the consent of such Participant. If such action is
          affected by amendment, the effective date of such amendment shall be
          the date of the original grant.

7.3  Stockholder Privileges. No Option Holder shall have any rights as a
     stockholder with respect to any Shares covered by an Option until the
     Option Holder becomes the holder of record of such Stock, and no
     adjustments shall be made for dividends or other distributions or other
     rights as to which there is a record date preceding the date such Option
     Holder becomes the holder of record of such Stock, except as provided in
     Section 4.

                                   SECTION 8.
                             RESTRICTED STOCK AWARDS

8.1  Awards Granted by Incentive Plan Committee. Coincident with or following
     designation for participation in the Plan, a Participant may be granted one
     or more Restricted Stock Awards consisting of Shares. The number of Shares
     granted as a Restricted Stock Award shall be determined by the Incentive
     Plan Committee.

8.2  Restrictions. A Participant's right to retain a Restricted Stock Award
     granted to him under Section 8.1 shall be subject to such restrictions,
     including but not limited to his continuous employment by the Company for a
     restriction period specified by the Incentive Plan Committee, or the
     attainment of specified performance goals and objectives, as may be
     established by the Incentive Plan Committee with respect to such award. The
     Incentive Plan Committee may in its sole discretion require different
     periods of employment or different performance goals and objectives with
     respect to different Participants, to different Restricted Stock Awards or
     to separate, designated portions of the Shares constituting a Restricted
     Stock Award.

8.3  Privileges of a Stockholder, Transferability. A Participant shall have all
     voting, dividend, liquidation and other rights with respect to Stock in
     accordance with its terms received by him as a Restricted Stock Award under
     this Section 8 upon his becoming the holder of record of such Stock;
     provided, however, that the Participant's right to sell, encumber or
     otherwise transfer such Stock shall be subject to the limitations of
     Section 11.2 hereof.

8.4  Enforcement of Restrictions. The Incentive Plan Committee may in its sole
     discretion require one or more of the following methods of enforcing the
     restrictions referred to in Section 8.2 and 8.3:

     (a)  Placing a legend on the stock certificates referring to the
          restrictions;

     (b)  Requiring the Participant to keep the stock certificates, duly
          endorsed, in the custody of the Company while the restrictions remain
          in effect; or


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<PAGE>



     (c)  Requiring that the stock certificates, duly endorsed, be held in the
          custody of a third party while the restrictions remain in effect.

8.5  Termination of Employment, Death, Disability, Etc. In the event of the
     death or disability (within the meaning of Section 22(e) of the Internal
     Revenue Code) of a Participant, or the retirement of a Participant as
     provided in Section 7.2(d)(ii), all employment period and other
     restrictions applicable to Restricted Stock Awards then held by him shall
     lapse, and such awards shall become fully nonforfeitable. Subject to
     Sections 5 and 10, in the event of a Participant's termination of
     employment for any other reason, any Restricted Stock Awards as to which
     the employment period or other restrictions have not been satisfied shall
     be forfeited. 

                                   SECTION 9.
                    PERFORMANCE SHARES AND PERFORMANCE UNITS

9.1  Awards Granted by Incentive Plan Committee. Coincident with or following
     designation for participation in the Plan, a Participant may be granted
     Performance Shares or Performance Units.

9.2  Amount of Award. The Incentive Plan Committee shall establish a maximum
     amount of a Participant's Award, which amount shall be denominated in
     Shares in the case of Performance Shares or in dollars in the case of
     Performance Units.

9.3  Communication of Award. Written notice of the maximum amount of a
     Participant's Award and the Performance Cycle determined by the Incentive
     Plan Committee shall be given to a Participant as soon as practicable after
     approval of the Award by the Incentive Plan Committee.

9.4  Amount of Award Payable. The Incentive Plan Committee shall establish
     maximum and minimum performance targets to be achieved during the
     applicable Performance Cycle. Performance targets established by the
     Incentive Plan Committee shall relate to corporate, group, unit or
     individual performance and may be established in terms of earnings, growth
     in earnings, ratios of earnings to equity or assets, or such other measures
     or standards determined by the Incentive Plan Committee. Multiple
     performance targets may be used and the components of multiple performance
     targets may be given the same or different weighting in determining the
     amount of an Award earned, and may relate to absolute performance or
     relative performance measured against other groups, units, individuals or
     entities. Achievement of the maximum performance target shall entitle the
     Participant to payment (subject to Section 9.6) at the full or maximum
     amount specified with respect to the Award; provided, however, that
     notwithstanding any other provisions of this Plan, in the case of an Award
     of Performance Shares the Incentive Plan Committee in its discretion may
     establish an upper limit on the amount payable (whether in cash or Stock)
     as a result of the achievement of the maximum performance target. The
     Incentive Plan Committee may also establish that a portion of a full or
     maximum amount of a Participant's Award will be paid (subject to Section
     9.6) for performance which

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<PAGE>



     exceeds the minimum performance target but falls below the maximum
     performance target applicable to such Award.

9.5  Adjustments. At any time prior to payment of a Performance Share or
     Performance Unit Award, the Incentive Plan Committee may adjust previously
     established performance targets or other terms and conditions to reflect
     events such as changes in laws, regulations, or accounting practice, or
     mergers, acquisitions or divestitures.

9.6  Payments of Awards. Following the conclusion of each Performance Cycle, the
     Incentive Plan Committee shall determine the extent to which performance
     targets have been attained, and the satisfaction of any other terms and
     conditions with respect to an Award relating to such Performance Cycle. The
     Incentive Plan Committee shall determine what, if any, payment is due with
     respect to an Award and whether such payment shall be made in cash, Stock
     or some combination thereof. Payment shall be made in a lump sum or
     installments, as determined by the Incentive Plan Committee, commencing as
     promptly as practicable following the end of the applicable Performance
     Cycle, subject to such terms and conditions and in such form as may be
     prescribed by the Incentive Plan Committee.

9.7  Termination of Employment. If a Participant ceases to be an Eligible
     Employee before the end of a Performance Cycle by reason of his death,
     permanent disability or retirement as provided in Section 7.2(d)(ii), the
     Performance Cycle for such Participant for the purpose of determining the
     amount of the Award payable shall end at the end of the calendar quarter
     immediately preceding the date on which such Participant ceased to be an
     Eligible Employee. The amount of an Award payable to a Participant to whom
     the preceding sentence is applicable shall be paid at the end of the
     Performance Cycle and shall be that fraction of the Award computed pursuant
     to the preceding sentence the numerator of which is the number of calendar
     quarters during the Performance Cycle during all of which said Participant
     was an Employee and the denominator of which is the number of full calendar
     quarters in the Performance Cycle. Upon any other termination of employment
     of a Participant during a Performance Cycle, participation in the Plan
     shall cease and all outstanding Awards of Performance Shares or Performance
     Units to such Participant shall be canceled.

                                   SECTION 10.
                                CHANGE IN CONTROL

10.1 Options, Restricted Stock. In the event of a change in control of the
     Company as defined in Section 10.3, then the Incentive Plan Committee may,
     in its sole discretion, without obtaining stockholder approval, to the
     extent permitted in Section 14, take any or all of the following actions:
     (a) accelerate the exercise dates of any outstanding Options or make all
     such Options fully vested and exercisable; (b) grant a cash bonus award to
     any Option Holder in an amount necessary to pay the Option Price of all or
     any portion of the Options then held by such Option Holder; (c) pay cash to
     any or all Option Holders in exchange for the cancellation of their
     outstanding Options in an amount equal to the different between the Option
     Price of

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<PAGE>



     such Options and the greater of the tender offer price for the underlying
     Stock or the Fair Market Value of the Stock on the date of the cancellation
     of the Options; (d) make any other adjustments or amendments to the
     outstanding Options and (e) eliminate all restrictions with respect to
     Restricted Stock and deliver Shares free of restrictive legends to any
     Participant.

10.2 Performance Shares and Performance Units. Under the circumstances described
     in Section 10.1, the Incentive Plan Committee may, in its sole discretion,
     and without obtaining stockholder approval, to the extent permitted in
     Section 14, provide for payment of outstanding Performance Shares and
     Performance Units at the maximum award level or any percentage thereof.

10.3 Definition. For purposes of the Plan, a "change in control" shall be deemed
     to have occurred if (a) any "person" or "group" (within the meaning of
     Sections 13(d) and 14(d)(2) of the 1934 Act), other than a trustee or other
     fiduciary holding securities under an employee benefit plan of the Company,
     is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
     1934 Act), directly or indirectly, of more than 33-1/3 percent of the then
     outstanding voting stock of the Company; or (b) at any time during any
     period of three consecutive years (not including any period prior to the
     Effective Date), individuals who at the beginning of such period constitute
     the Board (and any new director whose election by the Board or whose
     nomination for election by the Company's stockholders was approved by a
     vote of at least two-thirds of the directors then still in office who
     either were directors at the beginning of such period or whose election or
     nomination for election was previously so approved) cease for any reason to
     constitute a majority thereof; or (c) the stockholders of the Company
     approve a merger or consolidation of the Company with any other
     corporation, other than a merger or consolidation which would result in the
     voting securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity) at least 80% of
     the combined voting power of the voting securities of the Company or such
     surviving entity outstanding immediately after such merger or
     consolidation, or the stockholders approve a plan of complete liquidation
     of the Company or an agreement for the sale or disposition by the Company
     of all or substantially all of the Company's assets.

                                   SECTION 11.
                        RIGHTS OF EMPLOYEES; PARTICIPANTS

11.1 Employment; Tenure. Nothing contained in the Plan or in any Award granted
     under the Plan shall confer upon any Participant any right with respect to
     the continuation of his or her employment by the Company or tenure as a
     Director of the Company, or interfere in any way with the right of the
     Company, subject to the terms of any separate employment agreement to the
     contrary, at any time to terminate such employment or to increase or
     decrease the compensation of the Participant from the rate in existence at
     the time of the grant of an Award. Whether an authorized leave of absence,
     or absence in military or government service, shall constitute a
     termination of employment shall be determined by the Incentive Plan
     Committee at

                                       15

<PAGE>



     the time. Nothing in this Plan shall interfere in any way with the right of
     the stockholders of the Company to remove a Participant Director from the
     Board pursuant to the Delaware General Corporation Law and the Company's
     Certificate of Incorporation and Bylaws.

11.2 Nontransferability. No right or interest of any Participant in an Award
     granted pursuant to the Plan shall be assignable or transferable during the
     lifetime of the Participant, either voluntarily or involuntarily, or be
     subjected to any lien, directly or indirectly, by operation of law, or
     otherwise, including execution, levy, garnishment, attachment, pledge or
     bankruptcy. In the event or a Participant's death, a Participant's rights
     and interests in Options shall, to the extent provided in Section 7, be
     transferable by testamentary will or the laws of descent and distribution,
     and payment of any amounts due under the Plan shall be made to, and
     exercise of any Options may be made by, the Participant's legal
     representatives, heirs or legatees. If in the opinion of the Incentive Plan
     Committee a person entitled to payments or to exercise rights with respect
     to the Plan is disabled from caring for his affairs because of mental
     condition, physical condition or age, payment due such person may be made
     to, and such rights shall be exercised by, such person's guardian,
     conservator or other legal personal representative upon furnishing the
     Incentive Plan Committee with evidence satisfactory to the Incentive Plan
     Committee of such status.

                                   SECTION 12.
                              GENERAL RESTRICTIONS

12.1 Investment Representations. The Company may require any person to whom an
     Option or other Award is granted, as a condition of exercising such Option
     or receiving Stock under the Award, to give written assurances in substance
     and form satisfactory to the Company and its counsel to the effect that
     such person is acquiring the Stock subject to the Option or the Award for
     his own account for investment and not with any present intention of
     selling or otherwise distributing the same, and to such other effects as
     the Company deems necessary or appropriate in order to comply with federal
     and applicable state securities laws. Legends evidencing such restrictions
     may be placed on the certificates evidencing the Stock.

12.2 Compliance with Securities Laws. Each Award shall be subject to the
     requirement that, if at any time counsel to the Company shall determine
     that the listing, registration or qualification of the Shares subject to
     such Award upon any securities exchange or under any state or federal law,
     or the consent or approval of any governmental or regulatory body, is
     necessary as a condition of, or in connection with, the issuance or
     purchase of Shares thereunder, such Award may not be accepted or exercised
     in whole or in part unless such listing, registration, qualification,
     consent or approval shall have been effected or obtained on conditions
     acceptable to the Incentive Plan Committee. Nothing herein shall be deemed
     to require the Company to apply for or to obtain such listing, registration
     or qualification.


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<PAGE>



12.3 Stock Restriction Agreement. The Incentive Plan Committee may provide that
     shares of Stock issuable upon the exercise of an Option shall, under
     certain conditions, be subject to restrictions whereby the Company has a
     right of first refusal with respect to such shares or a right or obligation
     to repurchase all or a portion of such shares, which restrictions may
     survive a Participant's term of employment with the Company. The
     acceleration of time or times at which an Option becomes exercisable may be
     conditioned upon the Participant's agreement to such restrictions.

                                   SECTION 13.
                             OTHER EMPLOYEE BENEFITS

     The amount of any compensation deemed to be received by a Participant as a
result of the exercise of an Option or the grant or vesting of any other Award
shall not constitute "earnings" with respect to which any other employee
benefits of such employee are determined, including without limitation benefits
under any pension, profit sharing, life insurance or salary continuation plan.

                                  SECTION 14.
                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

     The Board may at any time terminate, and from time-to-time may amend or
modify, the Plan provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the stockholders
if stockholder approval is required to enable the Plan to satisfy any applicable
statutory or regulatory requirements, or if the Company, on the advice of
counsel, determines that stockholder approval is otherwise necessary or
desirable.

     No amendment, modification or termination of the Plan shall in any manner
adversely affect any Awards theretofore granted under the Plan, without the
consent of the Participant holding such Awards.

                                   SECTION 15.
                                   WITHHOLDING

15.1 Withholding Requirement. The Company's obligations to deliver Shares upon
     the exercise of an Option, or upon the vesting of any other Award, shall be
     subject to the Participant's satisfaction of all applicable federal, state
     and local income and other tax withholding requirements.

15.2 Withholding With Stock. At the time the Incentive Plan Committee grants an
     Award, it may, in its sole discretion, grant the Participant an election to
     pay all such amounts of tax withholding, or any part thereof, by electing
     to transfer to the Company, or to have the Company withhold from Shares
     otherwise issuable to the Participant, Shares having a value equal to the
     amount required to be withheld or such lesser amount as may be elected by
     the Participant. All elections shall be subject to the approval or
     disapproval of the Incentive Plan Committee. The value of Shares to be
     withheld shall be based on the Fair Market Value of the Stock on the date
     that the amount of tax to be withheld is to be determined (the "Tax Date").
     Any such

                                       17

<PAGE>



     elections by Participants to have Shares withheld for this purpose will be
     subject to the following restrictions:

     (a)  All elections must be made prior to the Tax Date.

     (b)  All elections shall be irrevocable.

     (c)  If the Participant is an officer or director of the Company within the
          meaning of Section 16 of the 1934 Act ("Section 16"), the Participant
          must satisfy the requirements of such Section 16 and any applicable
          rules thereunder with respect to the use of Stock to satisfy such tax
          withholding obligation.

                                   SECTION 16.
                             BROKERAGE ARRANGEMENTS

     The Incentive Plan Committee, in its discretion, may enter into
arrangements with one or more banks, brokers or other financial institutions to
facilitate the disposition of shares acquired upon exercise of Stock Options,
including, without limitation, arrangements for the simultaneous exercise of
Stock Options and sale of the Shares acquired upon such exercise.


                                   SECTION 17.
                           NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval shall be construed as creating
any limitations on the power or authority of the Board to adopt such other or
additional incentive or other compensation arrangements of whatever nature as
the Board may deem necessary or desirable or preclude or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or
fringe benefits to employees generally, or to any class or group of employees,
which the Company or any Affiliated Corporation now has lawfully put into
effect, including, without limitation, any retirement, pension, savings and
stock purchase plan, insurance, death and disability benefits and executive
short-term incentive plans.

                                   SECTION 18.
                               REQUIREMENTS OF LAW

18.1 Requirements of Law. The issuance of stock and the payment of cash pursuant
     to the Plan shall be subject to all applicable laws, rules and regulations.

18.2 Federal Securities Law Requirements. If a Participant is an officer or
     director of the Company within the meaning of Section 16 of the 1934 Act,
     Awards granted hereunder shall be subject to all conditions required under
     Rule 16b-3, or any successor rule promulgated under the 1934 Act, to
     qualify the Award for any exception from the provisions of Section 16(b) of
     the 1934 Act available under that Rule. Such conditions are hereby
     incorporated herein by reference and shall be set forth in the agreement
     with the Participant which describes the Award.

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<PAGE>



18.3 Governing Law. The Plan and all agreements hereunder shall be construed in
     accordance with and governed by the laws of the State of Wyoming.


                                   SECTION 19.
                              DURATION OF THE PLAN

     The Plan shall terminate at such time as may be determined by the Board of
Directors, and no Award shall be granted after such termination. If not sooner
terminated under the preceding sentence, the Plan shall fully cease and expire
at midnight on April 4, 2007. Awards outstanding at the time of the Plan
termination may continue to be exercised or earned in accordance with their
terms.

Adopted: April 5, 1997.

                                             MYSTIQUE DEVELOPMENTS, INC.
                                             A Wyoming Corporation



                                             By /s/ Kim M. Fuerst
                                                --------------------------------
                                                Kim M. Fuerst

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