SIMS COMMUNICATIONS, INC.
                             1996 STOCK BONUS PLAN

         l.  Purpose.  The  purpose of this Stock  Bonus Plan is to advance  the
interests of SIMS Communications,  Inc. (the "Company") and its shareholders, by
encouraging  and enabling  selected  officers,  directors,  consultants  and key
employees  upon whose  judgment,  initiative  and effort the  Company is largely
dependent for the  successful  conduct of its business,  to acquire and retain a
proprietary interest in the Company by ownership of its stock, to keep personnel
of experience  and ability in the employ of the Company and to  compensate  them
for their  contributions  to the growth and  profits of the  Company and thereby
induce them to continue to make such contributions in the future.

         2.   Definitions.

              A.   "Board" shall mean the board of directors of the Company.

B.   "Committee" means the directors duly appointed to administer the Plan.

              C.   "Plan" shall mean this Stock Bonus Plan.

              D.  "Bonus  Share"  shall mean the  shares of common  stock of the
Company  reserved  pursuant to Section 4 hereof and any such shares  issued to a
Recipient pursuant to this Plan.

E.   "Recipient" shall mean any individual rendering services for the Company to
     whom shares are granted pursuant to this Plan.

         3.  Administration  of  Plan.  The  Plan  shall  be  administered  by a
committee of two or more directors appointed by the Board (the "Committee"). The
Committee shall report all action taken by it to the Board.  The Committee shall
have full and final  authority in its  discretion,  subject to the provisions of
the Plan,  to determine the  individuals  to whom and the time or times at which
Bonus  Shares shall be granted and the number of Bonus  Shares;  to construe and
interpret  the  Plan;  and to make all other  determinations  and take all other
actions deemed necessary or advisable for the proper administration of the Plan.
All such  actions  and  determinations  shall be  conclusively  binding  for all
purposes and upon all persons.

         4. Bonus  Share  Reserve.  There  shall be  established  a Bonus  Share
Reserve to which  shall be credited  3,000,000  shares of the  Company's  common
stock. In the event that the shares of common stock of the Company should,  as a
result of a stock split or stock  dividend or combination of shares or any other
change,  or exchange for other securities by  reclassification,  reorganization,
merger, consolidation,  recapitalization or otherwise, be increased or decreased
or changed into or exchanged for, a different  number or kind of shares of stock
or other  securities  of the  Company or of another  corporation,  the number of
shares then remaining in the Bonus Share Reserve shall be appropriately adjusted
to reflect such action.  Upon the grant of shares hereunder,  this reserve shall
be reduced by the number of shares so  granted.  Distributions  of Bonus  Shares

<PAGE>

may,  as the  Committee  shall in its sole  discretion  determine,  be made from
authorized  but unissued  shares or from treasury  shares.  All  authorized  and
unissued  shares  issued as Bonus  Shares in  accordance  with the Plan shall be
fully paid and nonassessable and free from preemptive rights.

         5. Eligibility,  and Granting and Vesting of Bonus Shares. Bonus Shares
may be  granted  under  the  Plan  to the  Company's  employees,  directors  and
officers, and consultants or advisors to the Company, provided however that bona
fide  services  shall be  rendered  by such  consultants  or  advisors  and such
services  must not be in  connection  with the offer or sale of  securities in a
capital-raising transaction.

              The Committee, in its sole discretion, is empowered to grant to an
eligible Participant a number of Bonus Shares as it shall determine from time to
time.  Each grant of these Bonus  Shares  shall  become  vested  according  to a
schedule to be established by the Committee  directors at the time of the grant.
For  purposes  of this plan,  vesting  shall mean the  period  during  which the
recipient must remain an employee or provide  services for the Company.  At such
time as the  employment  of the  Recipient  ceases,  any shares not fully vested
shall be  forfeited  by the  Recipient  and shall be returned to the Bonus Share
Reserve. The Committee, in its sole discretion,  may also impose restrictions on
the future  transferability of the bonus shares, which restrictions shall be set
forth on the notification to the Recipient of the grant.

              The aggregate number of Bonus Shares which may be granted pursuant
to this Plan shall not exceed the amount available  therefore in the Bonus Share
Reserve.

         6. Form of Grants.  Each grant shall specify the number of Bonus Shares
subject thereto, subject to the provisions of Section 5 hereof.

              At the time of making any grant,  the  Committee  shall advise the
Recipient  by  delivery  of  written  notice,  in the form of  Exhibit  A hereto
annexed.

         7.   Recipients' Representations.

              A. The  Committee may require that, in acquiring any Bonus Shares,
the  Recipient  agree with,  and represent to, the Company that the Recipient is
acquiring  such Bonus Shares for the purpose of  investment  and with no present
intention  to  transfer,  sell  or  otherwise  dispose  of  shares  except  such
distribution by a legal  representative as shall be required by will or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such shares shall
be transferrable  thereafter only if the proposed  transfer shall be permissable
pursuant  to  the  Plan  and  if,  in the  opinion  of  counsel  (who  shall  be
satisfactory  to  the  Committee),  such  transfer  shall  at  such  time  be in
compliance with applicable securities laws.

              B. To effectuate Paragraph A above, the Recipient shall deliver to
the Committee,  in duplicate,  an agreement in writing, signed by the Recipient,
in form  and  substance  as set  forth in  Exhibit  B  hereto  annexed,  and the
Committee shall forthwith acknowledge its receipt thereof.


<PAGE>


         8.  Restrictions  Upon Issuance.  A. Bonus Shares shall forthwith after
the  making of any  representations  required  by  Section  6  hereof,  or if no
representations  are required then within thirty (30) days of the date of grant,
be duly issued and transferred and a certificate or certificates for such shares
shall be issued in the  Recipient's  name.  The Recipient  shall  thereupon be a
shareholder  with respect to all the shares  represented by such  certificate or
certificates,  shall have all the rights of a  shareholder  with  respect to all
such  shares,  including  the  right to vote  such  shares  and to  receive  all
dividends  and other  distributions  (subject to the  provisions of Section 7(B)
hereof)  paid with respect to such shares.  Certificates  of stock  representing
Bonus  Shares  shall be  imprinted  with a legend to the effect  that the shares
represented thereby are subject to the provisions of this Agreement,  and to the
vesting and transfer limitations established by the Committee, and each transfer
agent for the common  stock shall be  instructed  to like effect with respect of
such shares.

              B. In the event  that,  as the  result  of a stock  split or stock
dividend or  combination  of shares or any other  change,  or exchange for other
securities,   by  reclassification,   reorganization,   merger,   consolidation,
recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares
subject to restrictions hereunder, be entitled to new or additional or different
shares of stock or securities,  the  certificate or  certificates  for, or other
evidences of, such new or additional or different shares or securities, together
with a stock power or other instrument of transfer appropriately endorsed, shall
also be imprinted  with a legend as provided in Section 7(A), and all provisions
of the Plan  relating  to  restrictions  herein  set forth  shall  thereupon  be
applicable to such new or  additional  or different  shares or securities to the
extent applicable to the shares with respect to which they were distributed.

              C. The grant of any Bonus Shares shall be subject to the condition
that if at any time the  Company  shall  determine  in its  discretion  that the
satisfaction of withholding tax or other  withholding  liabilities,  or that the
listing,  registration,  or qualification of any Bonus Shares upon such exercise
upon any  securities  exchange  or under any state or federal  law,  or that the
consent or approval of any  regulatory  body,  is  necessary  or  desirable as a
condition of, or in connection  with, the issuance of any Bonus Shares,  then in
any such event,  such exercise shall not be effective  unless such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

              D.  Unless  the  Bonus  Shares  covered  by  the  Plan  have  been
registered with the Securities and Exchange  Commission pursuant to Section 5 of
the Securities Act of l933,  each Recipient  shall,  by accepting a Bonus Share,
represent  and agree,  for himself and his  transferrees  by will or the laws of
descent and distribution, that all Bonus Shares were acquired for investment and
not for resale or  distribution.  The person  entitled to receive  Bonus  Shares
shall,  upon request of the  Committee,  furnish  evidence  satisfactory  to the
Committee (including a written and signed representation) to the effect that the
shares of stock are being  acquired  in good  faith for  investment  and not for
resale or distribution. Furthermore, the Committee may, if it deems appropriate,
affix a legend to certificates  representing  Bonus Shares  indicating that such
Bonus  Shares  have  not  been  registered  with  the  Securities  and  Exchange
Commission and may so notify the Company's  transfer  agent.  Such shares may be
disposed of by a Recipient  in the  following  manner  only:  (l) pursuant to an

<PAGE>

effective  registration  statement covering such resale or reoffer, (2) pursuant
to an applicable  exemption from  registration as indicated in a written opinion
of counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements  of Rule l44 of the  Securities and Exchange  Commission.  If Bonus
Shares covered by the Plan have been registered with the Securities and Exchange
Commission,  no such  restrictions on resale shall apply,  except in the case of
Recipients  who  are  directors,  officers,  or  principal  shareholders  of the
Company.  Such persons may dispose of shares only by one of the three  aforesaid
methods.

         9.  Limitations.  Neither the action of the Company in establishing the
Plan,  nor any action taken by it nor by the Committee  under the Plan,  nor any
provision  of the Plan,  shall be construed as giving to any person the right to
be retained in the employ of the Company.

              Every  right of action by any  person  receiving  shares of common
stock  pursuant to this Plan against any past,  present or future  member of the
Board, or any officer or employee of the Company arising out of or in connection
with this Plan shall,  irrespective of the place where action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

l0.  Amendment,  Suspension or  Termination  of the Plan. The Board of Directors
     may alter, suspend, or discontinue the Plan at any time.

         Unless the Plan shall  theretofore  have been  terminated by the Board,
the Plan shall  terminate  ten years after the  effective  date of the Plan.  No
Bonus Share may be granted during any suspension or after the termination of the
Plan. No amendment,  suspension,  or  termination  of the Plan shall,  without a
recipient's consent,  alter or impair any of the rights or obligations under any
Bonus Share theretofore granted to such recipient under the Plan.

ll.  Governing  Law.  The Plan  shall be  governed  by the laws of the  State of
     Delaware.

l2.  Expenses  of  Administration.  All  costs  and  expenses  incurred  in  the
     operation and adminstration of this Plan shall be borne by the Company.



<PAGE>


                                  - EXHIBIT A -
                           SIMS COMMUNICATIONS, INC.
                                STOCK BONUS PLAN


         TO:  Recipient:

              PLEASE BE ADVISED that SIMS  Communications,  Inc. has on the date
hereof  granted to the  Recipient  the number of Bonus Shares as set forth under
and pursuant to the Stock Bonus Plan. Before these shares are to be issued,  the
Recipient must deliver to the Committee that administers the Stock Bonus Plan an
agreement in  duplicate,  in the form as Exhibit B hereto.  The Bonus Shares are
issued subject to the following vesting and transfer limitations.

         Vesting:

         Number of Shares                   Date of Vesting



         Transfer Limitations:



                                       SIMS COMMUNICATIONS, INC.


                                        By____________________________

  Date ___________





<PAGE>


                                  - EXHIBIT B -
SIMS Communications, Inc.
17821 Skypark Circle
Suite G
Irvine, CA 92614






Gentlemen:

         I represent  and agree that said Bonus Shares are being  acquired by me
for  investment  and  that I have no  present  intention  to  transfer,  sell or
otherwise dispose of such shares,  except as permitted  pursuant to the Plan and
in  compliance  with  applicable  securities  laws,  and agree further that said
shares are being  acquired  by me in  accordance  with and subject to the terms,
provisions  and  conditions  of said  Plan,  to all of which I hereby  expressly
assent.  These agreements shall bind and inure to the benefit of my heirs, legal
representatives, successors and assigns.

         My address of record is:


and my social security number:                              .

                                  Very truly yours,




Receipt of the above is hereby acknowledged.

                                       SIMS COMMUNICATIONS, INC.




                                        By   _____________________
                                          its __________________
  Date_______________



<PAGE>


                            SIMS COMMUNICATIONS, INC.
                             1998 STOCK BONUS PLAN

         l.  Purpose.  The  purpose of this Stock  Bonus Plan is to advance  the
interests of SIMS Communications,  Inc. (the "Company") and its shareholders, by
encouraging  and enabling  selected  officers,  directors,  consultants  and key
employees  upon whose  judgment,  initiative  and effort the  Company is largely
dependent for the  successful  conduct of its business,  to acquire and retain a
proprietary interest in the Company by ownership of its stock, to keep personnel
of experience  and ability in the employ of the Company and to  compensate  them
for their  contributions  to the growth and  profits of the  Company and thereby
induce them to continue to make such contributions in the future.

         2.   Definitions.

              A.   "Board" shall mean the board of directors of the Company.

              B.   "Committee" means the directors duly appointed to administer
                   the Plan.

              C.   "Plan" shall mean this Stock Bonus Plan.

              D.  "Bonus  Share"  shall mean the  shares of common  stock of the
Company  reserved  pursuant to Section 4 hereof and any such shares  issued to a
Recipient pursuant to this Plan.

E.   "Recipient" shall mean any individual rendering services for the Company to
     whom shares are granted pursuant to this Plan.

         3.  Administration  of  Plan.  The  Plan  shall  be  administered  by a
committee of two or more directors appointed by the Board (the "Committee"). The
Committee shall report all action taken by it to the Board.  The Committee shall
have full and final  authority in its  discretion,  subject to the provisions of
the Plan,  to determine the  individuals  to whom and the time or times at which
Bonus  Shares shall be granted and the number of Bonus  Shares;  to construe and
interpret  the  Plan;  and to make all other  determinations  and take all other
actions deemed necessary or advisable for the proper administration of the Plan.
All such  actions  and  determinations  shall be  conclusively  binding  for all
purposes and upon all persons.

         4. Bonus  Share  Reserve.  There  shall be  established  a Bonus  Share
Reserve to which shall be credited 750,000 shares of the Company's common stock.
In the event that the shares of common stock of the Company should,  as a result
of a stock split or stock dividend or combination of shares or any other change,
or exchange for other securities by  reclassification,  reorganization,  merger,
consolidation,  recapitalization  or  otherwise,  be  increased  or decreased or
changed into or exchanged for, a different  number or kind of shares of stock or
other securities of the Company or of another corporation,  the number of shares
then  remaining in the Bonus Share  Reserve shall be  appropriately  adjusted to

<PAGE>

reflect such action.  Upon the grant of shares hereunder,  this reserve shall be
reduced by the number of shares so granted.  Distributions  of Bonus Shares may,
as the Committee shall in its sole discretion determine, be made from authorized
but unissued shares or from treasury shares.  All authorized and unissued shares
issued  as Bonus  Shares in  accordance  with the Plan  shall be fully  paid and
nonassessable and free from preemptive rights.

         5. Eligibility,  and Granting and Vesting of Bonus Shares. Bonus Shares
may be  granted  under  the  Plan  to the  Company's  employees,  directors  and
officers, and consultants or advisors to the Company, provided however that bona
fide  services  shall be  rendered  by such  consultants  or  advisors  and such
services  must not be in  connection  with the offer or sale of  securities in a
capital-raising transaction.

              The Committee, in its sole discretion, is empowered to grant to an
eligible Participant a number of Bonus Shares as it shall determine from time to
time.  Each grant of these Bonus  Shares  shall  become  vested  according  to a
schedule to be established by the Committee  directors at the time of the grant.
For  purposes  of this plan,  vesting  shall mean the  period  during  which the
recipient must remain an employee or provide  services for the Company.  At such
time as the  employment  of the  Recipient  ceases,  any shares not fully vested
shall be  forfeited  by the  Recipient  and shall be returned to the Bonus Share
Reserve. The Committee, in its sole discretion,  may also impose restrictions on
the future  transferability of the bonus shares, which restrictions shall be set
forth on the notification to the Recipient of the grant.

              The aggregate number of Bonus Shares which may be granted pursuant
to this Plan shall not exceed the amount available  therefore in the Bonus Share
Reserve.

         6. Form of Grants.  Each grant shall specify the number of Bonus Shares
subject thereto, subject to the provisions of Section 5 hereof.

              At the time of making any grant,  the  Committee  shall advise the
Recipient  by  delivery  of  written  notice,  in the form of  Exhibit  A hereto
annexed.

         7.   Recipients' Representations.

              A. The  Committee may require that, in acquiring any Bonus Shares,
the  Recipient  agree with,  and represent to, the Company that the Recipient is
acquiring  such Bonus Shares for the purpose of  investment  and with no present
intention  to  transfer,  sell  or  otherwise  dispose  of  shares  except  such
distribution by a legal  representative as shall be required by will or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such shares shall
be transferrable  thereafter only if the proposed  transfer shall be permissable
pursuant  to  the  Plan  and  if,  in the  opinion  of  counsel  (who  shall  be
satisfactory  to  the  Committee),  such  transfer  shall  at  such  time  be in
compliance with applicable securities laws.

              B. To effectuate Paragraph A above, the Recipient shall deliver to
the Committee,  in duplicate,  an agreement in writing, signed by the Recipient,
in form  and  substance  as set  forth in  Exhibit  B  hereto  annexed,  and the
Committee shall forthwith acknowledge its receipt thereof.


<PAGE>


         8.  Restrictions  Upon Issuance.  A. Bonus Shares shall forthwith after
the  making of any  representations  required  by  Section  6  hereof,  or if no
representations  are required then within thirty (30) days of the date of grant,
be duly issued and transferred and a certificate or certificates for such shares
shall be issued in the  Recipient's  name.  The Recipient  shall  thereupon be a
shareholder  with respect to all the shares  represented by such  certificate or
certificates,  shall have all the rights of a  shareholder  with  respect to all
such  shares,  including  the  right to vote  such  shares  and to  receive  all
dividends  and other  distributions  (subject to the  provisions of Section 7(B)
hereof)  paid with respect to such shares.  Certificates  of stock  representing
Bonus  Shares  shall be  imprinted  with a legend to the effect  that the shares
represented thereby are subject to the provisions of this Agreement,  and to the
vesting and transfer limitations established by the Committee, and each transfer
agent for the common  stock shall be  instructed  to like effect with respect of
such shares.

              B. In the event  that,  as the  result  of a stock  split or stock
dividend or  combination  of shares or any other  change,  or exchange for other
securities,   by  reclassification,   reorganization,   merger,   consolidation,
recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares
subject to restrictions hereunder, be entitled to new or additional or different
shares of stock or securities,  the  certificate or  certificates  for, or other
evidences of, such new or additional or different shares or securities, together
with a stock power or other instrument of transfer appropriately endorsed, shall
also be imprinted  with a legend as provided in Section 7(A), and all provisions
of the Plan  relating  to  restrictions  herein  set forth  shall  thereupon  be
applicable to such new or  additional  or different  shares or securities to the
extent applicable to the shares with respect to which they were distributed.

              C. The grant of any Bonus Shares shall be subject to the condition
that if at any time the  Company  shall  determine  in its  discretion  that the
satisfaction of withholding tax or other  withholding  liabilities,  or that the
listing,  registration,  or qualification of any Bonus Shares upon such exercise
upon any  securities  exchange  or under any state or federal  law,  or that the
consent or approval of any  regulatory  body,  is  necessary  or  desirable as a
condition of, or in connection  with, the issuance of any Bonus Shares,  then in
any such event,  such exercise shall not be effective  unless such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

              D.  Unless  the  Bonus  Shares  covered  by  the  Plan  have  been
registered with the Securities and Exchange  Commission pursuant to Section 5 of
the Securities Act of l933,  each Recipient  shall,  by accepting a Bonus Share,
represent  and agree,  for himself and his  transferrees  by will or the laws of
descent and distribution, that all Bonus Shares were acquired for investment and
not for resale or  distribution.  The person  entitled to receive  Bonus  Shares
shall,  upon request of the  Committee,  furnish  evidence  satisfactory  to the
Committee (including a written and signed representation) to the effect that the
shares of stock are being  acquired  in good  faith for  investment  and not for
resale or distribution. Furthermore, the Committee may, if it deems appropriate,
affix a legend to certificates  representing  Bonus Shares  indicating that such

<PAGE>

Bonus  Shares  have  not  been  registered  with  the  Securities  and  Exchange
Commission and may so notify the Company's  transfer  agent.  Such shares may be
disposed of by a Recipient  in the  following  manner  only:  (l) pursuant to an
effective  registration  statement covering such resale or reoffer, (2) pursuant
to an applicable  exemption from  registration as indicated in a written opinion
of counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements  of Rule l44 of the  Securities and Exchange  Commission.  If Bonus
Shares covered by the Plan have been registered with the Securities and Exchange
Commission,  no such  restrictions on resale shall apply,  except in the case of
Recipients  who  are  directors,  officers,  or  principal  shareholders  of the
Company.  Such persons may dispose of shares only by one of the three  aforesaid
methods.

         9.  Limitations.  Neither the action of the Company in establishing the
Plan,  nor any action taken by it nor by the Committee  under the Plan,  nor any
provision  of the Plan,  shall be construed as giving to any person the right to
be retained in the employ of the Company.

              Every  right of action by any  person  receiving  shares of common
stock  pursuant to this Plan against any past,  present or future  member of the
Board, or any officer or employee of the Company arising out of or in connection
with this Plan shall,  irrespective of the place where action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

l0.  Amendment,  Suspension or  Termination  of the Plan. The Board of Directors
     may alter, suspend, or discontinue the Plan at any time.

         Unless the Plan shall  theretofore  have been  terminated by the Board,
the Plan shall  terminate  ten years after the  effective  date of the Plan.  No
Bonus Share may be granted during any suspension or after the termination of the
Plan. No amendment,  suspension,  or  termination  of the Plan shall,  without a
recipient's consent,  alter or impair any of the rights or obligations under any
Bonus Share theretofore granted to such recipient under the Plan.

ll.  Governing Law. The Plan shall be governed by the laws of the State of
Delaware.

l2.  Expenses  of  Administration.  All  costs  and  expenses  incurred  in  the
     operation and adminstration of this Plan shall be borne by the Company.



<PAGE>


                                  - EXHIBIT A -
                           SIMS COMMUNICATIONS, INC.
                                STOCK BONUS PLAN


         TO:  Recipient:

              PLEASE BE ADVISED that SIMS  Communications,  Inc. has on the date
hereof  granted to the  Recipient  the number of Bonus Shares as set forth under
and pursuant to the Stock Bonus Plan. Before these shares are to be issued,  the
Recipient must deliver to the Committee that administers the Stock Bonus Plan an
agreement in  duplicate,  in the form as Exhibit B hereto.  The Bonus Shares are
issued subject to the following vesting and transfer limitations.

         Vesting:

         Number of Shares                   Date of Vesting



         Transfer Limitations:



                                       SIMS COMMUNICATIONS, INC.




                                        By   ___________________

         Date ________________





<PAGE>


                                  - EXHIBIT B -
SIMS Communications, Inc.
17821 Skypark Circle
Suite G
Irvine, CA 92614






Gentlemen:

         I represent  and agree that said Bonus Shares are being  acquired by me
for  investment  and  that I have no  present  intention  to  transfer,  sell or
otherwise dispose of such shares,  except as permitted  pursuant to the Plan and
in  compliance  with  applicable  securities  laws,  and agree further that said
shares are being  acquired  by me in  accordance  with and subject to the terms,
provisions  and  conditions  of said  Plan,  to all of which I hereby  expressly
assent.  These agreements shall bind and inure to the benefit of my heirs, legal
representatives, successors and assigns.

         My address of record is:


and my social security number:                              .

                                  Very truly yours,




Receipt of the above is hereby acknowledged.

                                       SIMS COMMUNICATIONS, INC.




                                     By _______________________
Date_________                             its _________________



<PAGE>


                            SIMS COMMUNICATIONS, INC.
                              1999 STOCK BONUS PLAN

         l.  Purpose.  The  purpose of this Stock  Bonus Plan is to advance  the
interests of Sims Communications,  Inc. (the "Company") and its shareholders, by
encouraging  and enabling  selected  officers,  directors,  consultants  and key
employees  upon whose  judgment,  initiative  and effort the  Company is largely
dependent for the  successful  conduct of its business,  to acquire and retain a
proprietary interest in the Company by ownership of its stock, to keep personnel
of experience  and ability in the employ of the Company and to  compensate  them
for their  contributions  to the growth and  profits of the  Company and thereby
induce them to continue to make such contributions in the future.

         2.   Definitions.

              A.   "Board" shall mean the board of directors of the Company.

              B.   "Committee" means the directors duly appointed to administer
                     the Plan.

              C.   "Plan" shall mean this Stock Bonus Plan.

              D.  "Bonus  Share"  shall mean the  shares of common  stock of the
Company  reserved  pursuant to Section 4 hereof and any such shares  issued to a
Recipient pursuant to this Plan.

E.   "Recipient" shall mean any individual rendering services for the Company to
     whom shares are granted pursuant to this Plan.

         3.  Administration  of  Plan.  The  Plan  shall  be  administered  by a
committee of two or more directors appointed by the Board (the "Committee"). The
Committee shall report all action taken by it to the Board.  The Committee shall
have full and final  authority in its  discretion,  subject to the provisions of
the Plan,  to determine the  individuals  to whom and the time or times at which
Bonus  Shares shall be granted and the number of Bonus  Shares;  to construe and
interpret  the  Plan;  and to make all other  determinations  and take all other
actions deemed necessary or advisable for the proper administration of the Plan.
All such  actions  and  determinations  shall be  conclusively  binding  for all
purposes and upon all persons.

         4. Bonus  Share  Reserve.  There  shall be  established  a Bonus  Share
Reserve to which shall be credited 900,000 shares of the Company's common stock.
In the event that the shares of common stock of the Company should,  as a result
of a stock split or stock dividend or combination of shares or any other change,
or exchange for other securities by  reclassification,  reorganization,  merger,
consolidation,  recapitalization  or  otherwise,  be  increased  or decreased or
changed into or exchanged for, a different  number or kind of shares of stock or
other securities of the Company or of another corporation,  the number of shares
then  remaining in the Bonus Share  Reserve shall be  appropriately  adjusted to
reflect such action.  Upon the grant of shares hereunder,  this reserve shall be

<PAGE>

reduced by the number of shares so granted.  Distributions  of Bonus Shares may,
as the Committee shall in its sole discretion determine, be made from authorized
but unissued shares or from treasury shares.  All authorized and unissued shares
issued  as Bonus  Shares in  accordance  with the Plan  shall be fully  paid and
nonassessable and free from preemptive rights.

         5. Eligibility,  and Granting and Vesting of Bonus Shares. Bonus Shares
may be  granted  under  the  Plan  to the  Company's  employees,  directors  and
officers, and consultants or advisors to the Company, provided however that bona
fide  services  shall be  rendered  by such  consultants  or  advisors  and such
services  must not be in  connection  with the offer or sale of  securities in a
capital-raising transaction.

              The Committee, in its sole discretion, is empowered to grant to an
eligible Participant a number of Bonus Shares as it shall determine from time to
time.  Each grant of these Bonus  Shares  shall  become  vested  according  to a
schedule to be established by the Committee  directors at the time of the grant.
For  purposes  of this plan,  vesting  shall mean the  period  during  which the
recipient must remain an employee or provide  services for the Company.  At such
time as the  employment  of the  Recipient  ceases,  any shares not fully vested
shall be  forfeited  by the  Recipient  and shall be returned to the Bonus Share
Reserve. The Committee, in its sole discretion,  may also impose restrictions on
the future  transferability of the bonus shares, which restrictions shall be set
forth on the notification to the Recipient of the grant.

              The aggregate number of Bonus Shares which may be granted pursuant
to this Plan shall not exceed the amount available  therefore in the Bonus Share
Reserve.

         6. Form of Grants.  Each grant shall specify the number of Bonus Shares
subject thereto, subject to the provisions of Section 5 hereof.

              At the time of making any grant,  the  Committee  shall advise the
Recipient  by  delivery  of  written  notice,  in the form of  Exhibit  A hereto
annexed.

         7.   Recipients' Representations.

              A. The  Committee may require that, in acquiring any Bonus Shares,
the  Recipient  agree with,  and represent to, the Company that the Recipient is
acquiring  such Bonus Shares for the purpose of  investment  and with no present
intention  to  transfer,  sell  or  otherwise  dispose  of  shares  except  such
distribution by a legal  representative as shall be required by will or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such shares shall
be transferrable  thereafter only if the proposed  transfer shall be permissable
pursuant  to  the  Plan  and  if,  in the  opinion  of  counsel  (who  shall  be
satisfactory  to  the  Committee),  such  transfer  shall  at  such  time  be in
compliance with applicable securities laws.

              B. To effectuate Paragraph A above, the Recipient shall deliver to
the Committee,  in duplicate,  an agreement in writing, signed by the Recipient,
in form  and  substance  as set  forth in  Exhibit  B  hereto  annexed,  and the
Committee shall forthwith acknowledge its receipt thereof.

<PAGE>

         8.  Restrictions  Upon Issuance.  A. Bonus Shares shall forthwith after
the  making of any  representations  required  by  Section  6  hereof,  or if no
representations  are required then within thirty (30) days of the date of grant,
be duly issued and transferred and a certificate or certificates for such shares
shall be issued in the  Recipient's  name.  The Recipient  shall  thereupon be a
shareholder  with respect to all the shares  represented by such  certificate or
certificates,  shall have all the rights of a  shareholder  with  respect to all
such  shares,  including  the  right to vote  such  shares  and to  receive  all
dividends  and other  distributions  (subject to the  provisions of Section 7(B)
hereof)  paid with respect to such shares.  Certificates  of stock  representing
Bonus  Shares  shall be  imprinted  with a legend to the effect  that the shares
represented thereby are subject to the provisions of this Agreement,  and to the
vesting and transfer limitations established by the Committee, and each transfer
agent for the common  stock shall be  instructed  to like effect with respect of
such shares.

              B. In the event  that,  as the  result  of a stock  split or stock
dividend or  combination  of shares or any other  change,  or exchange for other
securities,   by  reclassification,   reorganization,   merger,   consolidation,
recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares
subject to restrictions hereunder, be entitled to new or additional or different
shares of stock or securities,  the  certificate or  certificates  for, or other
evidences of, such new or additional or different shares or securities, together
with a stock power or other instrument of transfer appropriately endorsed, shall
also be imprinted  with a legend as provided in Section 7(A), and all provisions
of the Plan  relating  to  restrictions  herein  set forth  shall  thereupon  be
applicable to such new or  additional  or different  shares or securities to the
extent applicable to the shares with respect to which they were distributed.

              C. The grant of any Bonus Shares shall be subject to the condition
that if at any time the  Company  shall  determine  in its  discretion  that the
satisfaction of withholding tax or other  withholding  liabilities,  or that the
listing,  registration,  or qualification of any Bonus Shares upon such exercise
upon any  securities  exchange  or under any state or federal  law,  or that the
consent or approval of any  regulatory  body,  is  necessary  or  desirable as a
condition of, or in connection  with, the issuance of any Bonus Shares,  then in
any such event,  such exercise shall not be effective  unless such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

              D.  Unless  the  Bonus  Shares  covered  by  the  Plan  have  been
registered with the Securities and Exchange  Commission pursuant to Section 5 of
the Securities Act of l933,  each Recipient  shall,  by accepting a Bonus Share,
represent  and agree,  for himself and his  transferrees  by will or the laws of
descent and distribution, that all Bonus Shares were acquired for investment and
not for resale or  distribution.  The person  entitled to receive  Bonus  Shares
shall,  upon request of the  Committee,  furnish  evidence  satisfactory  to the
Committee (including a written and signed representation) to the effect that the
shares of stock are being  acquired  in good  faith for  investment  and not for
resale or distribution. Furthermore, the Committee may, if it deems appropriate,
affix a legend to certificates  representing  Bonus Shares  indicating that such
Bonus  Shares  have  not  been  registered  with  the  Securities  and  Exchange
Commission and may so notify the Company's  transfer  agent.  Such shares may be
disposed of by a Recipient  in the  following  manner  only:  (l) pursuant to an
effective  registration  statement covering such resale or reoffer, (2) pursuant
to an applicable  exemption from  registration as indicated in a written opinion
of counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements  of Rule l44 of the  Securities and Exchange  Commission.  If Bonus
Shares covered by the Plan have been registered with the Securities and Exchange
Commission,  no such  restrictions on resale shall apply,  except in the case of
Recipients  who  are  directors,  officers,  or  principal  shareholders  of the
Company.  Such persons may dispose of shares only by one of the three  aforesaid
methods.

<PAGE>

         9.  Limitations.  Neither the action of the Company in establishing the
Plan,  nor any action taken by it nor by the Committee  under the Plan,  nor any
provision  of the Plan,  shall be construed as giving to any person the right to
be retained in the employ of the Company.

              Every  right of action by any  person  receiving  shares of common
stock  pursuant to this Plan against any past,  present or future  member of the
Board, or any officer or employee of the Company arising out of or in connection
with this Plan shall,  irrespective of the place where action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

l0.  Amendment,  Suspension or  Termination  of the Plan. The Board of Directors
     may alter, suspend, or discontinue the Plan at any time.

         Unless the Plan shall  theretofore  have been  terminated by the Board,
the Plan shall  terminate  ten years after the  effective  date of the Plan.  No
Bonus Share may be granted during any suspension or after the termination of the
Plan. No amendment,  suspension,  or  termination  of the Plan shall,  without a
recipient's consent,  alter or impair any of the rights or obligations under any
Bonus Share theretofore granted to such recipient under the Plan.

ll.  Governing  Law.  The Plan  shall be  governed  by the laws of the  State of
     Delaware.

l2.  Expenses  of  Administration.  All  costs  and  expenses  incurred  in  the
     operation and adminstration of this Plan shall be borne by the Company.