EXHIBIT 10(ii)

                 The Company's 1996 Stock Option Plan
<PAGE>
                        WEALTH INTERNATIONAL, INC.

                         1996 STOCK OPTION PLAN

      1. Purpose.  This 1996 Stock Option  Plan (the "Plan") is intended
to provide incentives:  (a) to the officers and other employees of WEALTH
INTERNATIONAL, INC. (the "Company"), its parent (if any) and any present or
future subsidiaries of the Company (collectively, "Related Corporations") by
providing them with opportunities to purchase stock in the Company pursuant
to options granted hereunder which qualify as "incentive stock options"
("ISO" or "ISOs") under Section 422(b) of the Internal Revenue Code of 1986,
as amended (the "Code"); (b) to directors, officers, employees and
consultants of the Company and Related Corporations by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which do not qualify as ISOs ("Non-Qualified Option" or "Non-
Qualified Options"); (c) to directors, officers, employees and consultants
of the Company and Related Corporations by providing them with awards of
stock in the Company ("Awards"); and (d) to directors, officers, employees
and consultants of the Company and Related Corporations by providing them
with opportunities to make direct purchases of stock in the Company
("Purchases").  Both ISOs and Non-Qualified Options are referred to
hereafter individually as an "Option" and collectively as "Options." 
Options, Awards and authorizations to make Purchases are referred to
hereafter collectively as "Stock Rights."  As used herein, the terms
"parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of the
Code.

      2. Administration of the Plan.

      (a) Board or Committee Administration.  The Plan shall be
     administered by the Board of Directors of the Company (the "Board"). 
     The Board may appoint a Stock Plan Committee (the "Committee") of
     three or more of its members to administer this Plan.  If the
     Committee has been so appointed, no member of the Committee, while a
     member, shall be eligible to participate in the Plan.  Hereinafter,
     all references in this Plan to the "Committee" shall mean the Board if
     no Committee has been appointed.  Subject to ratification of the grant
     or authorization of each Stock Right by the Board (if so required by
     applicable state law), and subject to the terms of the Plan, the
     Committee shall have the authority to: (i) determine the employees of
     the Company and Related Corporations (from among the class of
     employees eligible under paragraph 3 to receive ISOs) to whom ISOs may
     be granted, and to determine (from among the class of individuals and
     entities eligible under paragraph 3 to receive Non-Qualified Options
     and Awards and to make Purchases) to whom Non-Qualified Options,
     Awards and authorizations to make Purchases may be granted; (ii)
     determine the time or times at which Options or Awards may be granted
     or Purchases made; (iii) determine the option price of shares subject
     to each Option, which price shall not be less than the minimum price
     specified in paragraph 6, and the purchase price of shares subject to
     each Purchase; (iv) determine whether each Option granted shall be an
     ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7)
     the time or times when each Option shall become exercisable and the
     duration of the exercise period; (vi) determine whether restrictions
     such as repurchase options are to be imposed on shares subject to
     Options, Awards and Purchases and the nature of such restrictions, if
     any; and (vii) interpret the Plan and prescribe and rescind rules and
     regulations relating to it.  If the Committee determines to issue a
     Non-Qualified Option, it shall take whatever actions it deems
     necessary, under Section 422 of the Code and the regulations
     promulgated thereunder, to ensure that such Option is not treated as
     an ISO.  The interpretation and construction by the Committee of any
     provisions of the Plan or of any Stock Right granted under it shall be
     final unless otherwise determined by the Board.  The Committee may
     from time to time adopt such rules and regulations for carrying out
     the Plan as it may deem best.  No member of the Board or the Committee
     shall be liable for any action or determination made in good faith
     with respect to the Plan or any Stock Right granted under it.

       (b) Committee Actions.The Committee may select one of
     its members as its chairman and shall hold meetings at such times and
     places as it may determine.  Acts by a majority of the Committee, or
     acts reduced to or approved in writing by a majority of the members of
     the Committee, shall be the valid acts of the Committee.  From time to
     time, the Board may increase the size of the Committee and appoint
     additional members thereof, remove members (with or without cause) and
     appoint new members in substitution therefor, fill vacancies however
     caused, or remove all members of the Committee and thereafter directly
     administer the Plan.

       (c) Grant of Stock Rights to Board Members.Stock Rights may
     be granted to members of the Board, but any such grant shall be made
     and approved in accordance with paragraph 2(d), if applicable.  All
     grants of Stock Rights to members of the Board shall in all other
     respects be made in accordance with the provisions of this Plan
     applicable to other eligible persons.  Members of the Board who are
     either (i) eligible for Stock Rights pursuant to the Plan or (ii) have
     been granted Stock Rights may vote on any matters affecting the
     administration of the Plan or the grant of any Stock Rights pursuant
     to the Plan, except that no such member shall act upon the granting to
     himself of Stock Rights, but any such member may be counted in
     determining the existence of a quorum at any meeting of the Board
     during which action is taken with respect to the granting to him of
     Stock Rights.

       (d) Compliance with Federal Securities Laws.In the event the
     Company registers any class of any equity security pursuant to Section
     12 of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), any grant of Stock Rights to a member of the Board (made at
     anytime from the effective date of such registration until six months
     after the termination of such registration) must be approved by a
     majority vote of the other members of the Board; provided, however,
     that if a majority of the Board is eligible for selection to
     participate in the Plan or in any other stock options or other stock
     plan of the Company or any of its affiliates, or has been so eligible
     at any time within the preceding year, any grant of Stock Rights to a
     member of the Board must be made by, or only in accordance with the
     recommendation of, the Committee or a committee consisting of three or
     more persons, who may but need not be directors or employees of the
     Company, appointed by the Board but having full authority to act in
     the matter, none of whom is eligible to participate in this Plan or
     any other stock option or other stock plan of the Company or any of
     its affiliates, or has been so eligible at any time within the
     preceding year.  The requirements imposed by the preceding sentence
     shall also apply with respect to grants to officers who are not also
     directors.  Once appointed, such committee shall continue to serve
     until otherwise directed by the Board.

      3. Eligible Employees and Others.  ISOs may be granted to any
employee of the Company or any Related Corporation.  Those officers and
directors of the Company who are not employees may not be granted ISOs under
the Plan.  Non-Qualified Options, Awards and authorizations to make
Purchases may be granted to any employee, officer or director (whether or
not also an employee) or consultant of the Company or any Related
Corporation.  The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant an ISO, a Non-
Qualified Option, an Award or an authorization to make a Purchase.  Granting
of any Stock Right to any individual or entity shall neither entitle that
individual or entity to, nor disqualify him from, participation in any other
grant of Stock Rights.

      4. Stock.  The Stock subject to Options, Award and Purchases shall
be authorized but unissued shares of Common Stock of the Company (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner.  The aggregate number of shares which may be issued pursuant to the
Plan is 4,000,000, subject to adjustment as provided in paragraph 13.  Any
such shares may be issued as ISOs, Non-Qualified Options or Awards, or to
persons or entities making Purchases, so long as the number of shares so
issued does not exceed such number, as adjusted.  If any Option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole
or in part, or if the Company shall reacquire any unvested shares issued
pursuant to Awards or Purchases, the unpurchased shares subject to such
Options and any unvested shares so reacquired by the Company shall again be
available for grants of Stock Rights under the Plan.

      5. Granting of Stock Rights.  Stock Rights may be granted under the
Plan at any time after the date of adoption of the Plan by the Board and
prior to the tenth anniversary of such adoption.  The date of grant of a
Stock Right under the Plan will be the date specified by the Committee at
the time it grants the Stock Right; provided, however, that such date shall
not be prior to the date on which the Committee acts to approve the grant. 
The Committee shall have the right, with the consent of the optionee, to
convert an ISO granted under the Plan to a Non-Qualified Option pursuant to
paragraph 16.

      6. Minimum Option Price; ISO Limitations.

      (a) Price for Non-Qualified Options.  The exercise price per
     share specified in the agreement relating to each Non-Qualified Option
     granted under the Plan shall in no event be less than the lesser of
     (i) the book value per share of Common Stock as of the end of the
     fiscal year of the Company immediately preceding the date of such
     grant, or (ii) fifty percent (50%) of the fair market value per share
     of Common Stock on the date of such grant.

      (b) Price for ISOs.  The exercise price per share specified in
     the agreement relating to each ISO granted under the Plan shall not be
     less than the fair market value per share of Common Stock on the date
     of such grant.  In the case of an ISO to be granted to an employee
     owning Stock possessing more than ten percent (10%) of the total
     combined voting power of all classes of Stock of the Company of any
     Related Corporation, the price per share specified in the agreement
     relating to such ISO shall not be less than one hundred ten percent
     (110%) of the fair market value per share of Common Stock on the date
     of grant.

      (c) $100,000 Annual Limitation on ISOs.  Each eligible
     employee may be granted ISOs only to the extent that, in the aggregate
     under this Plan and all incentive Stock option plans of the Company
     and any Related Corporation, such ISOs do not become exercisable for
     the first time by such employee during any calendar year in a manner
     which would entitle the employee to purchase more than $100,000 in
     fair market value (determined at the time the ISOs were granted) of
     Common Stock in that year.  Any options granted to an employee in
     excess of such amount will be granted as Non-Qualified Options.

      (d) Determination of Fair Market Value.  If, at the time an
     Option is granted under the Plan, the Company's Common Stock is
     publicly traded, "fair market value" shall be determined as of the
     last business day of which the prices or quotes discussed in this
     sentence are available prior to the date such Option is granted and
     shall mean (i) the average (on that date) of the high and low prices
     of the Common Stock on the principal national securities exchange on
     which the Common Stock is traded, if the Common Stock is then traded
     on a national securities exchange; or (ii) the last reported sale
     price (on that date) of the Common Stock on the NASDAQ National Market
     List, if the Common Stock is not then traded on a national securities
     exchange; or (iii) the closing bid price (or average of bid prices)
     last quoted (on that date) by an established quotation service for
     over-the-counter securities, if the Common Stock is not reported on
     the NASDAQ National Market List.  However, if the Common Stock is not
     publicly traded at the time an Option is granted under the Plan, "fair
     market value" shall be deemed to be the fair value of the Common Stock
     as determined by the Committee after taking into consideration all
     factors which it deems appropriate, including, without limitation,
     recent sale and offer prices of the Common Stock in private
     transactions negotiated at arm's length.

      7. Option Duration.  Subject to earlier termination as provided in
paragraphs 9 and 10, each Option shall expire on the date specified by the
Committee, but not more than (i) ten years and one day from the date of
grant in the case of Non-Qualified Options, (ii) ten years from the date of
grant in the case of ISOs generally, and (iii) five years from the date of
grant in the case of ISOs granted to an employee owning stock possessing
more than ten percent (10%) of the total combined voting power of all
classes of stock on the Company or any Related Corporation.  Subject to
earlier termination as provided in paragraphs 9 and 10, the term of each ISO
shall be the term set forth in the original instrument granting such ISO,
except with respect to any part of such ISO that is converted into a Non-
Qualified Option pursuant to paragraph 16.

      8. Exercise of Option.  Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as
follows:

      (a) Vesting.  The Option shall either be fully exercisable on
     the date of grant or shall become exercisable thereafter in such
     installments as the Committee may specify.

      (b) Full Vesting of Installments.  Once an installment becomes
     exercisable, it shall remain exercisable until expiration or
     termination of the Option, unless otherwise specified by the
     Committee.

      (c) Partial Exercise.  Each Option or installment may be
     exercised at any time or from time to time, in whole or in part, for
     up to the total number of shares with respect to which it is then
     exercisable.

      (d) Acceleration of Vesting.  The Committee shall have the
     right to accelerate the date of exercise of any installment of any
     Option, provided that the Committee shall not, without the consent of
     an optionee, accelerate the exercise date of any installment of any
     Option granted to any employee as an ISO (and not previously converted
     into a Non-Qualified Option pursuant to paragraph 16) if such
     acceleration would violate the annual vesting limitation contained in
     Section 422(d) of the Code, as described in paragraph 6(c).

      9. Termination of Employment.  If an ISO optionee ceases to be
employed by the Company and all Related Corporations other than by reason of
death or disability as defined in paragraph 10, no further installments of
such optionee's ISOs shall become exercisable, and such optionee's ISOs
shall terminate after the passage of ninety (90) days from the date of
termination of such optionee's employment, but in no event later than on
their specified expiration dates, except to the extent that such ISOs (or
unexercised installments thereof) have been converted into Non-Qualified
Options pursuant to paragraph 16.  Employment shall be considered as
continuing uninterrupted during any bona fide leave of absence (such as
those attributable to illness, military obligations or governmental service)
provided that the period of such leave does not exceed 90 days or, if
longer, any period during which such optionee's right to reemployment is
guaranteed by statute.  A bona fide leave of absence with the written
approval of the Committee shall not be considered an interruption of
employment under the Plan, provided that such written approval contractually
obligates the Company or any Related Corporation to continue the employment
of the optionee after the approved period of absence.  ISOs granted under
the Plan shall not be affected by any change of employment within or among
the Company and Related Corporations, so long as the optionee continues to
be an employee of the Company or any Related Corporation.  Nothing in the
Plan shall be deemed to give any grantee of any Stock Right the right to be
retained in employment or other service by the Company or any Related
Corporation for any period of time.

      10. Death; Disability.

      (a) Death.  If an ISO optionee ceases to be employed by the
     Company and all Related Corporations by reason of such optionee's
     death, any ISO of such optionee may be exercised, to the extent of the
     number of shares with respect to which the optionee could have
     exercised it on the date of the optionee's death, by the optionee's
     estate, personal representative or beneficiary who has acquired the
     ISO by will or by the laws of descent and distribution, at any time
     prior to the earlier of the specified expiration date of the ISO or
     180 days from the date of the optionee's death.

      (b) Disability.  If an ISO optionee ceases to be employed by
     the Company and all Related Corporations by reason of disability, such
     optionee shall have the right to exercise any ISO held by such
     optionee on the date of termination of employment, to the extent of
     the number of shares with respect to which the optionee could have
     exercised it on that date, at any time prior to the earlier of the
     specified expiration date of the ISO or 180 days from the date of the
     termination of the optionee's employment.  For the purposes of the
     Plan, the term "disability" shall mean "permanent and total
     disability" as defined in Section 22(e)(3) of the Code or successor
     statue.

      11. Assignability.  No Option shall be assignable or transferable by
the optionee except by will or by the laws of descent and distribution, and
during the lifetime of the optionee each Option shall be exercisable only by
the optionee.

      12. Terms and Conditions of Options.  Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve.  Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options.  In granting any Non-Qualified Option,
the Committee may specify that such Non-Qualified Option shall be subject to
the restrictions set forth herein with respect to ISOs or to such other
termination and cancellation provisions as the Committee may determine.  The
Committee may from time to time confer authority and responsibility on one
or more of its own members and/or one or more officers of the Company to
execute and deliver such instruments.  The proper officers of the Company
are authorized and directed to take any and all action necessary or
advisable form time to time to carry out the terms of such instruments.

      13. Adjustments.  Upon the occurrence of any of the following
events, an optionee's rights with respect to Options granted to the optionee
hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the written agreement between the optionee and the
Company relating to such Option:

      (a) Stock Dividends and Stock Splits.  If the shares of Common
     Stock shall be subdivided or combined into a greater or smaller number
     of shares or if the Company shall issue any shares of Common Stock as
     a stock dividend on its outstanding Common Stock, the number of shares
     of Common Stock deliverable upon the exercise of Options shall be
     appropriately increased or decreased proportionately, and appropriate
     adjustments shall be made in the purchase price per share to reflect
     such subdivision, combination or stock dividend.

      (b) Consolidation or Mergers.  If the Company is to be
     consolidated with or acquired by another entity in a merger, sale of
     all or substantially all of the Company's assets or otherwise (an
     "Acquisition"), the Committee or the board of directors of any entity
     assuming the obligations of the Company hereunder (the"Successor
     Board") shall, with respect to outstanding Options, take one or more
     of the following actions:  (i) make appropriate provision of the
     continuation of such Options by substituting on an equitable basis of
     the shares then subject to such Options the consideration payable with
     respect to the outstanding shares of Common Stock in connection with
     the Acquisition; (ii) accelerate the date of exercise of such Options
     or of any installment of any such Options; (iii) upon written notice
     to the optionees, provide that all Options must be exercised, to the
     extent then exercisable, within a specified number of days of the date
     of such notice, at end of which period the Options shall terminate; or
     (iv) terminate all Options in exchange for a cash payment equal to the
     excess of the fair market value of the shares subject to such Options
     (to the extent then exercisable) over the exercise price thereof.

      (c) Recapitalization or Reorganization.  In the event of a
     recapitalization or reorganization of the Company (other than a
     transaction described in subparagraph (b) above) pursuant to which
     securities of the Company or of another corporation are issued with
     respect to the outstanding shares of Common Stock, an optionee, upon
     exercising an Option, shall be entitled to receive for the purchase
     price paid upon such exercise the securities the purchase price paid
     upon such exercise the securities the optionee would have received if
     the optionee had exercised the Option prior to such recapitalization
     or reorganization.

      (d) Modification of ISOs.  Notwithstanding the foregoing, any
     adjustments made pursuant to subparagraphs (a), (b) or (c) with
     respect to ISOs shall be made only after the Committee, after
     consulting with counsel of the Company, determines whether such
     adjustments would constitute a "modification" of such ISOs (as that
     term is defined in Section 424(h) of the Code) or would cause any
     adverse tax consequences for the holders of such ISOs.  If the
     Committee determines that such adjustments made with respect to ISOs
     would constitute a modification of such ISOs, it may refrain from
     making such adjustments.

      (e) Dissolution or Liquidation.  In the event of the proposed
     dissolution or liquidation of the Company, each Option will terminate
     immediately prior to the consummation of such proposed action or at
     such other time and subject to such other conditions as shall be
     determined by the Committee.

      (f) Issuances of Securities.  Except as expressly provided
     herein, no issuance by the Company of shares of stock of any class, or
     securities convertible into shares of stock of any class, shall
     affect, and no adjustment by reason thereof shall be made with respect
     to, the number or price of shares subject to Options.  No adjustments
     shall be made for dividends paid in cash or in property other than
     securities of the Company.

      (g) Fractional Shares.  No fractional shares shall be issued
     under the Plan and the optionee shall receive from the Company cash in
     lieu of such fractional shares.

      (h) Adjustments.  Upon the happening of any of the foregoing
     events described in subparagraphs (a), (b) or (c) above, the class and
     aggregate number of shares set forth in paragraph 4 hereof that are
     subject to Stock Rights which previously have been or subsequently may
     be granted under the Plan shall also be appropriately adjusted to
     reflect the events described in such subparagraphs.  The Committee or
     the Successor Board shall determine the specific adjustments to be
     made under this paragraph 13 and, subject to paragraph 2, its
     determination shall be conclusive.

If any persons or entity owning restricted Common Stock, obtained by
exercise of a Stock Right made hereunder, receives shares or securities or
cash in connection with a corporate transaction described in subparagraphs
(a), (b) and (c) above as a result of owning such restricted Common Stock,
such shares or securities or cash shall be subject to all of the conditions
and restrictions applicable to the restricted Common Stock with respect to
which such shares or securities or cash were issued, unless otherwise
determined by the Committee or the Successor Board.

      14. Means of Exercising Stock Rights.  A Stock Right (or any part or
installment thereof) shall be exercised by giving written notice to the
Company at its principal office address.  Such notice shall identify the
Stock Right being exercised and specify the number of shares as to which
such Stock Right is being exercised, accompanied by full payment of the
purchase price therefor either (a) in United States dollars in cash or by
check, or (b) at the discretion of the Committee, through delivery of shares
of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Stock Right, or (c) at the
discretion of the Committee, by delivery of the grantee's personal recourse
note bearing interest payable not less than annually at no less than 100% of
the lowest applicable Federal rate, as defined in Section 1274(d) of the
Code, or (d) at the discretion of the Committee, by any combination of (a),
(b) or (c) above.  If the Committee exercises its discretion to permit
payment of the exercise price of an ISO by means of the methods set forth in
clauses (b), (c), or (d) of the preceding sentence, such discretion shall be
exercised in writing at the time of the grant of the ISO in question. The
holder of a Stock Right shall not have the rights of a shareholder with
respect to the shares covered by his Stock right until the date of issuance
of a stock certificate to him for such shares.  Except as expressly provided
above in paragraph 13, with respect to changes in capitalization and stock
dividends, no adjustment shall be made for dividends or similar rights for
which the record date is before the date such stock certificate is issued.

      15. Term and Amendment of Plan.  This Plan was adopted by the Board
effective on October 13, 1996, subject (with respect to the validation of
ISOs granted under the Plan) to approval of the Plan by the stockholders of
the Company by written consent.  If the approval of stockholders is not
obtained within one year following adoption of the Plan by the Board, any
grants of ISOs under the Plan made prior to that date will be rescinded. 
The Plan shall expire on October 13, 2006 (the tenth anniversary of the Plan
by the Board), except as to Options outstanding on that date.  Subject to
the provisions of paragraph 5 above, Stock Rights may be granted under the
Plan prior to the date of stockholder approval of the Plan.  The Board may
terminate or amend the Plan in any respect at any time, except that, without
the approval of the stockholders obtained within 12 months before or after
the Board adopts a resolution authorizing any of the following action:  (1)
the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the
provisions of paragraph 3 regarding eligibility for grants of ISOs may not
be modified; (c) the provision of paragraph 6(b) regarding the exercise
price at which shares may be offered pursuant to ISOs may not be modified
(except by adjustment pursuant to paragraph 13); and (d) the expiration date
of the Plan may not be extended.  Except as otherwise provided in this
paragraph 15, in no event may action of the Board or stockholders alter or
impair the rights of a grantee, without such grantee's consent, under any
Stock Right previously granted to such grantee.

      16. Conversion of ISOs into Non-Qualified Options; Termination of
ISOs.  The Committee, at the written request of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's
ISOs (or any installments of portions of installments thereof) that have not
been exercised on the date of conversion into Non-Qualified Options at any
time prior to the expiration of such ISOs, regardless of whether the
optionee is an employee of the company or a Related Corporation at the time
of such conversion.  Such actions may include, but shall not be limited to,
extending the exercise period or reducing the exercise price of the
appropriate installments of such Options.  At the time of such conversion,
the Committee (with the consent of the Optionee) may impose such conditions
on the exercise of the resulting Non-Qualified Options as the Committee in
its discretion may determine, provided that such conditions shall not be
inconsistent with this Plan.  Nothing in this Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-
Qualified Options, and no such conversion shall occur until and unless the
Committee takes appropriate action.  The Committee, with the consent of the
optionee, may also terminate any portion of any ISO that has not been
exercised at the time of such termination.

      17. Application of Funds.  The proceeds received by the Company from
the sale of shares pursuant to Options granted and Purchases authorized
under the Plan shall be used for general corporate purposes.

      18. Governmental Regulation.  The Company's obligation to sell and
deliver shares of Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

      19. Withholding of Additional Income Taxes.  Upon the exercise of a
Non-Qualified Option, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a
Disqualifying Disposition (as defined in paragraph 20) or the vesting of
restricted Common Stock acquired on the exercise of a Stock Right hereunder,
the Company, in accordance with Section 3402(a) of the Code, may require the
Optionee, Award recipient or purchaser to pay additional withholding taxes
in respect of the amount that is considered compensation includible in such
person's gross income.  The Committee, in its discretion, may condition (i)
the exercise of an Option, (ii) the grant of an Award, (iii) the making of a
Purchase of Common Stock for less than its fair market value, or (iv) the
vesting of restricted Common Stock acquired by exercising a Stock Right, on
the grantee's payment of such additional withholding taxes.

      20. Notice to Company of Disqualifying Disposition.  Each employee
who receives an ISO must agree to notify the Company in writing immediately
after the employee makes a Disqualifying Disposition of any Common Stock
acquired pursuant to the exercise of an ISO.  A Disqualifying Disposition is
any disposition (including any sale) of such Common Stock before the later
of (a) two years after the date the employee was granted the ISO, or (b) one
year after the date the employee acquired Common Stock by exercising the
ISO.  If the employee has died before such stock is sold, these holding
period requirements do not apply, and no Disqualifying Disposition can occur
thereafter.

      21. Governing Law; Construction.  The validity and construction of
the Plan and the instruments evidencing Stock Rights shall be governed by
the laws of the State of Utah, or the laws of any jurisdiction in which the
Company or its successors in interest may be organized.  In construing this
Plan, the singular shall include the plural and the masculine gender shall
include the feminine and neuter, unless the context otherwise requires.