EXHIBIT 10.2


                           MYSTIQUE DEVELOPMENTS, INC.
                           INCENTIVE STOCK OPTION PLAN

                                   SECTION 1.
                                  INTRODUCTION

1.1  Establishment. Mystique Developments, Inc., a Wyoming corporation
     (hereinafter referred to as the "Company" except where the context
     otherwise requires), establishes the Mystique Developments, Inc. Incentive
     Stock Option Plan (the "Plan") for a key employee as of the Effective Date.

1.2  Purposes. The purposes of the Plan are to provide the key employee with
     added incentives to continue in the long-term service of the Company and to
     create in the employee 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 employee is more
     closely aligned with the income of the Company's stockholders.

                                   SECTION 2.
                                   DEFINITIONS

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

     (a)  "Award" means a grant made under this Plan in the form of Incentive
          Stock Options.

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

     (c)  "Director" means a member of the Board.

     (d)  "Effective Date" means the effective date of the Plan, October 18,
          1996.

     (e)  "Eligible Employee" means Kim M. Fuerst.

     (f)  "Fair Market Value" means the value of a Share determined by the Board
          in good faith.

     (g)  "Incentive Stock Option" means any Option granted hereunder in
          accordance with the requirements of Section 422 of the Internal
          Revenue Code.

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



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

     (j)  "Option Price" means the price at which shares of Stock subject to an
          Incentive Stock Option may be purchased.

     (k)  "Participant" means Kim M. Fuerst.

     (l)  "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.

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

     (n)  "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. The Board shall determine the
form or forms of the agreements with the Participant which shall evidence the
particular provisions, terms, conditions, rights and duties of the Company and
the Participant with respect to the Awards granted pursuant to the Plan, which
provisions need not be identical except as may be provided herein. The Board may
from time to time adopt such rules and regulations for carrying out the purposes
of the Plan as it may deem proper and in the best interests of the Company. The
Board 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 Board shall be liable for any action or
determination made in good faith, and all members of the Board shall, be fully
protected by the Company with respect to any such action, determination or
interpretation. The determination, interpretations and other actions of the
Board 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. There are 500,000 Shares authorized for issuance under
     the Plan in accordance with the provisions of the Plan. Incentive Stock
     Option rights to all 500,000 shares shall be granted to the Participant.

4.2  Unused and Forfeited Stock. Any Shares that are subject to an Award under
     this Plan which are not used because they are Shares that are subject to an
     Incentive Stock Option which expires or is terminated for any reason, any
     Shares which are

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     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 for withholding tax purposes shall no longer be available for use
     under the Plan.

4.3  Adjustments for Stock Split, Stock Dividend, Etc. If the Company shall at
     any time change in any way the rights and privileges of such the incentive
     stock options by 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 incentive stock option
     shall be increased, decreased or changed in like manner as if the Stock had
     been issued and outstanding, fully paid and nonassessable at the time of
     such occurrence.

4.4  Other Changes in Stock. In the event there shall be any change, other than
     as specified in Sections 4.2 and 4.3, in the 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 Board shall
     in its discretion determine that such change equitably requires an
     adjustment in the number or kind of Shares subject to outstanding incentive
     stock options, then such adjustments shall be made by the Board and shall
     be effective for all purposes of the Plan.

4.5  General Adjustment Rules. In the case of any such substitution or
     adjustment affecting an incentive stock option, the total Option Price for
     the shares of Stock then subject to an incentive stock option shall remain
     unchanged but the Option Price per share under each such incentive stock
     option shall be equitably adjusted by the Board to reflect the greater or
     lesser number of shares of Stock or other securities into which the Stock
     subject to the incentive stock option may have been changed.

4.6  Determination by Board, Etc. Adjustments under this Section 4 shall be made
     by the Board 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 Board 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 not inconsistent with the terms of this
Agreement and the stock option agreement then outstanding with

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the Participant. By way of illustration, and not by way of limitation, the Board
may provide for the complete or partial acceleration of the dates of exercise of
the incentive stock options. 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.
                        GRANT OF INCENTIVE STOCK OPTIONS

6.1  Grant of Options. Coincident with the adoption of the Plan, the Participant
     shall be granted all of the Incentive Stock Options.

6.2  Option Agreement. The Incentive Stock Options granted under the Plan shall
     be evidenced by a written stock option agreement which shall be entered
     into by the Company and the Participant, and which shall contain the
     following terms and conditions, as well as such other terms and conditions
     not inconsistent therewith, as the Board may consider appropriate in each
     case.

     (a)  Number of Shares. Each stock option agreement shall state that it
          covers a specified number of Shares. The aggregate Fair Market Value
          of the Shares with respect to which Incentive Stock Options are
          exercisable for the first time by an Participant 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)  Option Price. The price at which each Share covered by an Incentive
          Stock Option may be purchased shall be the fair market value of the
          Share at the date of grant of the Incentive Stock Option. In addition,
          the Option Price for each Share covered by an Incentive Stock Option
          granted to the Participant when he 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 Board, within which the Option may
          be exercised by the Participant (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 the Participant when he 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.


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     (d)  Termination of Employment, Death, Disability, Etc. Except as otherwise
          determined by the Board, 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 Participant:

          (i)  If the Participant 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 the Participant within 10 days of such termination), the
               Option may be exercised by the Participant, or in the case of
               death by the persons specified in subsection (iii) of this
               subsection 7.3(d), within three months following his or her
               retirement. 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 Participant's termination of employment.

          (ii) If the Participant dies, or if the Participant 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
               Participant's will or by the laws of descent and distribution
               within twelve months following the Participant'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 Participant's
               death or disability.

          (iii) If the employment of the Participant by the Company is
               terminated (which for this purpose means that the Participant 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
               Participant's death, the Option may be exercised by the
               Participant 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 Participant except
          by will or pursuant to the laws of descent and distribution, and that
          such Option is exercisable during the Participant's lifetime only by
          him or her, or in the event of disability or incapacity, by his or her
          guardian or legal representative.


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     (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
               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 Board 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 Participant. 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 Participant
               representing each certificate used to pay the Option Price, and
               an additional certificate shall be issued by the Company and
               delivered to the Participant representing the additional shares,
               in excess of the Option Price, to which the Participant 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 Participant, 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 Participant for
                    such minimum period of time as may be established from time
                    to time by the Board; 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


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

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

     (h)  Withholding. 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 (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.

6.3  Stockholder Privileges. No Participant shall have any rights as a
     stockholder with respect to any Shares covered by an Option until the
     Participant 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 Participant becomes
     the holder of record of such Stock, except as provided in Section 4.

                                   SECTION 7.
                                CHANGE IN CONTROL

7.1  Options, Restricted Stock. In the event of a change in control of the
     Company, then the Board may, in its sole discretion, without obtaining
     stockholder approval, 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
     Participant in an amount necessary to pay the Option Price of all or any
     portion of the Options then held by such Participant; (c) pay cash to any
     or all Participants in exchange for the cancellation of their outstanding
     Options in an amount equal to the difference between the Option Price of
     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; and (d) make any other adjustments or amendments to the
     outstanding Options.

7.2  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

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     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 8.
                              RIGHTS OF PARTICIPANT

8.1  Employment; Tenure. Nothing contained in the Plan or in any Award granted
     under the Plan shall confer upon the Participant any right with respect to
     the continuation of his 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 Board at 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 law and
     the Company's Certificate of Incorporation and Bylaws.

8.2  Nontransferability. No right or interest of the 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 of the Participant's death, a Participant's rights
     and interests in Options shall 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 Board a person entitled to payments or to exercise rights with
     respect to the

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     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 Board with evidence
     satisfactory to the Board of such status.

                                   SECTION 9.
                              GENERAL RESTRICTIONS

9.1  Investment Representations. The Company may require the Participant, as a
     condition of exercising an Option, 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 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.

9.2  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 Board. Nothing herein shall be deemed to require the
     Company to apply for or to obtain such listing, registration or
     qualification.

9.3  Stock Restriction Agreement. The Board 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 10.
                             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 failure to meet holding period
requirements 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.

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                                   SECTION 11.
                  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 12.
                                   WITHHOLDING

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

12.2 Withholding With Stock. The Board may, in its sole discretion, grant the
     Participant an election to pay all 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 Board. 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
     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 13.
                             BROKERAGE ARRANGEMENTS

     The Board, 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 Options, including, without limitation,
arrangements for the simultaneous exercise of Options and sale of the Shares
acquired upon such exercise.

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                                   SECTION 14.
                           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 15.
                               REQUIREMENTS OF LAW

15.1 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.

15.2 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.

15.3 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 16.
                              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 October 17, 2006.

Adopted:  October 18, 1996.

                                              MYSTIQUE DEVELOPMENTS, INC.
                                              A Wyoming Corporation


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

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