EX 10.22
                             FLUOR DANIEL GTI, INC.
                                 1997 STOCK PLAN


         1.  PURPOSE.  This 1997 Stock Plan (the  "Plan") is intended to provide
incentives (a) to the employees of Fluor Daniel GTI, 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 (the "Code"); (b) to 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
quality as ISOs  ("Non-Qualified  Option" or  "Non-Qualified  Options");  (c) to
employees and  consultants of the Company and Related  Corporations by providing
them with awards of stock in the Company  ("Awards");  and (d) to employees  and
consultants  of the Company  and Related  Corporations  by  providing  them with
opportunities  to make direct  purchases of stock of the Company  ("Purchases").
Both ISOs and Non-Qualified Options are referred to hereafter individually as an
"Option" and  collectively  as  "Options."  Options,  Awards and  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") or by a
committee  appointed by the Board of no less than two members (the "Committee");
provided,  that, to the extent required by Rule 16b-3 or any successor provision
("Rule 16b-3") of the Securities  Exchange Act of 1934, with respect to specific
grants of Stock Rights, the Plan shall be administered by non-employee directors
within  the  meaning of Rule  16b-3.  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,  if so
appointed,  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 Option,  Award or  authorization  for
Purchase granted under it.

                  B.  COMMITTEE  ACTIONS.  The  Committee  may select one of its
members as its  chairman,  and shall hold meetings at such time 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 (if consistent
with  applicable  state  law),  shall be the valid  acts of the  Committee.  All
references  in this Plan to the  Committee  shall mean the Board if no Committee
has been  appointed.  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 therefore, 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.  No Stock  Right
shall be  granted to any person  who is, at the time of the  proposed  grant,  a
member of the Board,  unless such member of the Board is also an employee of the
Company and such grant is awarded  consistent  with the  provisions of the first
sentence of paragraph 2(A) above,  if applicable.  All grants of Stock Rights to
members of the Board in all other respects shall be made in accordance  with the
provisions of this Plan  applicable to other  eligible  persons.  Subject to the
first  sentence  of  paragraph  2(A),  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.

         3. ELIGIBLE EMPLOYEE AND OTHERS. ISOs may be granted to any employee of
the  Company  or any  Related  Corporation.  Non-Qualified  Options,  Awards and
authorizations to make Purchases may be granted to any employee or consultant of
the Company or any Related  Corporation.  Directors who are not employees of the
Company or any  Related  Corporation  shall not be  eligible  to  receive  ISOs,
Non-Qualified Options, Awards or authorizations to make Purchases. The Committee
may  take  into   consideration  a  recipient's   individual   circumstances  in
determining whether to grant an ISO, a Non-Qualified  Option 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.



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         4. STOCK.  The stock subject to Options,  Awards and Purchases shall be
authorized but unissued  shares of Common Stock of the Company,  par value $.001
per share ("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 290,000, subject to adjustment as provided in paragraph 13. Any such
shares may be issued pursuant to 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 OPTIONS,  AWARDS AND  AUTHORIZATIONS  TO MAKE PURCHASES.
Stock Rights may be granted under the Plan at any time after January 8, 1997 and
prior to January 8, 2007. 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 Rights;
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  minimum  legal  consideration
required  therefor  under the laws of the State of  Delaware  or the laws of the
jurisdiction  in  which  the  Company  or  its  successors  in  interest  may be
organized.

                  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
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 of the total  combined  voting  power of all classes of stock of the
Company  or any  Related  Corporation,  the  price per  share  specified  in the
agreement  relating  to such ISO shall not be less than 110  percent of the fair
market value of Common Stock on the date of grant.

                  C. $100,000 ANNUAL LIMITATION ON ISO'S. 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



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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 any 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 for 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;  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; or (iv) 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 of
the total  combined  voting  power of all classes of stock of 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 and 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.



                                      -4-




                  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 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 his ISOs shall
become  exercisable,  and his ISOs shall  terminate  on the date he ceases to be
employed, but in no event later than on their specified expiration dates, except
to the extent  that such ISOs (or  unexercised  installment  thereof)  have been
converted into Non-Qualified Options pursuant to paragraph 16. 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  employee  after the approved  period of absence.  Employment
shall also be considered as continuing  uninterrupted during any other 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.  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; DISSOLUTION.

                  A.  DEATH.  If an ISO  optionee  ceases to be  employed by the
Company and all Related  Corporations by reason of his death, any ISO of his may
be  exercised,  to the extent of the number of shares  with  respect to which he
could  have  exercised  it on the date of his  death,  by his  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  ISO's
specified expiration date 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 his disability,  he shall have
the  right  to  exercise  any ISO  held by him on the  date  of  termination  of
employment, to the extent of the number of shares with respect to which he could
have  exercised  it on that date,  at any time prior to the earlier of the ISO's
specified  expiration  date 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 statute.



                                      -5-



                  C.  DISSOLUTION.  If  the  grantee  of  a  Stock  Right  is  a
corporation,  partnership, trust or other entity that is dissolved,  liquidated,
becomes  insolvent or enters into a merger or acquisition  with respect to which
such grantee is not the surviving entity, any Stock Right granted to such entity
under this Plan shall  immediately  terminate as of the date of such event,  and
the only  rights  hereunder  shall be those as to  which  the  Stock  Right  was
properly exercised before such dissolution or other event.

         11.  ASSIGNABILITY.  Except as provided in this  paragraph 11, no Stock
Right shall be assignable or  transferable  by the grantee  except by will or by
the laws of  descent  and  distribution  or  pursuant  to a  qualified  domestic
relations  order as  defined in the Code or Title I of the  Employee  Retirement
Income Security Act, or the rules thereunder. During the lifetime of the grantee
each Stock Right shall be  exercisable  only by him. The  Committee  may, in its
discretion,  authorize all or a portion of the options granted to an optionee to
be on terms which permit  transfer by such optionee to (a) the spouse,  children
or grandchildren of the optionee  ("Immediate  Family Members"),  (b) a trust or
trusts for the exclusive  benefit of such  Immediate  Family  Members,  or (c) a
partnership  in which  such  Immediate  Family  Members  are the only  partners;
provided that (x) there may be no consideration  for any such transfer,  (y) the
stock  option  agreement  pursuant to which such  options  are  granted  must be
approved by the Committee,  and must expressly provide for  transferability in a
manner  consistent  with this  paragraph  11, and (z)  subsequent  transfers  of
transferred  options  shall be prohibited  except those in accordance  with this
paragraph 11. Following transfer,  any such options shall continue to be subject
to the  same  terms  and  conditions  as were  applicable  immediately  prior to
transfer.  The events of  termination of employment of paragraphs 9 and 10 shall
continue to be applied with respect to the original  optionee,  following  which
the options shall be exercisable by the transferee  only to the extent,  and for
the periods specified, in paragraphs 9 and 10.

         12. TERMS AND CONDITIONS OF OPTIONS. Stock Rights 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  from time to time to carry out
the terms of such instruments.

                  13.  ADJUSTMENTS.  Upon the  happening of any of the following
described  events,  an optionee's  rights with respect to Options granted to him
hereunder,  and the  recipient's  rights with respect to Common  Stock  acquired
pursuant to a Purchase or Award hereunder, shall be adjusted



                                      -6-




as hereinafter provided,  unless otherwise  specifically provided in the written
agreement between the recipient and the Company relating to such Stock Right.

                  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 exercise price
per share to reflect such subdivision, combination or stock dividend.

                  B.  CONSOLIDATIONS  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  ("Acquisition"),  the
Committee or the board of directors of any entity  assuming the  obligations  of
the Company hereunder (the "Successor Board"), shall, as to outstanding Options,
either (i) make  appropriate  provision for the  continuation of such Options by
substituting  on an equitable  basis for the shares then subject to such Options
the consideration payable with respect to the outstanding shares of Common Stock
in  connection  with  the  Acquisition;  or  (ii)  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
the end of which period the Options  shall  terminate;  or (iii)  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 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  he would have
received  if he had  exercised  his  Option  prior to such  recapitalization  or
reorganization.

                  D. MODIFICATIONS 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 for the Company,
determines  whether such adjustments  would constitute a "modification"  of such
ISOs (as that term is  defined in  Section  424 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.



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                  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 grantee  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 person 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 or 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 share for
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
fair  market  value equal as of the date of the  exercise  to the cash  exercise
price of the Option,  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 and
consistent  with  applicable  law,  through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the Stock Right and an  authorization to the broker or
selling  agent to pay that  amount to the  Company,  which  sale shall be at the
participant's direction at the time of exercise, or (e) at the discretion of the
Committee,  by any  combination of (a), (b), (c) and (d) 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), (d) or (e) 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




                                      -8-




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 as
of January 8, 1997, subject to approval of the Plan by the holders of a majority
of the outstanding  shares of Common Stock of the Company at the next Meeting of
Stockholders.  The Plan shall  expire on  January 8, 2007  (except as to Options
outstanding  on that date).  Subject to the  provisions  of  paragraph  5, Stock
Rights may be granted under the Plan prior to the date of  stockholder  approval
of the Plan. If the approval of stockholders is not obtained by January 8, 1998,
any  grants  of Stock  Rights  under  the Plan  made  prior to that date will be
rescinded. The Board may terminate or amend the Plan in any respect at any time,
except  that,  as may be  required  by the  Code or the  rules  of any  national
securities exchange, Nasdaq or other over-the-counter quotation service on which
the Company's Common Stock is then listed or quoted, without the approval of the
stockholders  obtained  within  12  months  before  or after  the  Board  adopts
resolutions  authorizing any of the following  actions:  (a) 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 provisions
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
provided  in  this  paragraph  15,  in no  event  may  action  of the  Board  or
stockholders alter or impair the rights of a grantee, without his consent, under
any Stock Right previously granted to him.

         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 or 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 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  exercises  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 the 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.



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         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 the 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 includable 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 ISOs shall agree to notify the Company in writing immediately after the
employee makes a Disqualifying Disposition of any Common Stock received pursuant
to the  exercise  of an ISO.  A  Disqualifying  Disposition  is any  disposition
(including  any sale) of such stock  before the later of (a) two years after the
employee was granted the ISO under which he acquired such stock, or (b) one year
after the employee  acquired such stock by exercising  such 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  Options,  Awards and  Purchases  shall be
governed by the laws of the State of  Delaware.  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.



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