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                                  EXHIBIT 6.21

                 SEQUESTER HOLDINGS INCORPORATED 1997 STOCK PLAN


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                        SEQUESTER HOLDINGS, INCORPORATED
                                 1997 STOCK PLAN


    1. Purpose. The purposes of the Sequester Holdings, Incorporated 1997 Stock
Plan ("Plan") are to encourage key personnel of Sequester Holdings, Incorporated
(the "Company") and its subsidiaries to increase their interest in the Company's
long-term success, to enhance the profitability and value of the Company for the
benefit of its shareholders and to assist the Company and its subsidiaries in
attracting, retaining and motivating key personnel by giving suitable
recognition for services which contribute materially to the Company's success.

    2. Definitions. The following definitions shall be applicable throughout the
Plan:

             "Act" means the Securities Act of 1933, as amended from time to
    time.

             "Affiliate" means any parent or subsidiary (as defined in Section
    424(e) and (f) of the Code) of the Company.

             "Award" means an Option, Stock Appreciation Right or Other Stock
    Award.

             "Board" means the Board of Directors of the Company.

             "Change of Control" means, unless the Board otherwise directs by
    resolution adopted prior thereto, (i) the acquisition by any entity, person
    or group (other than the Company or its Affiliates or an employee benefit
    plan maintained by the Company or one of its Affiliates) of beneficial
    ownership of 20% or more of the outstanding voting stock of the Company; or
    (ii) the occurrence of a transaction requiring shareholder approval for the
    acquisition of the Company by the purchase of stock or assets, or by merger,
    or otherwise; or (iii) the election during any period of 24 months or less
    of 50% or more of the members of the Board without the approval of the
    nomination of such members by a majority of the Board consisting of members
    who were serving at the beginning of such period.

             "Code" means the Internal Revenue Code of 1986, as amended from
    time to time.

             "Committee" means the Committee of the Board consisting of two or
    more directors, each of whom is not an employee or former employee of the
    Company.

             "Consultant" means any consultant or advisor engaged by the Company
    who renders bona fide services to the Company or an Affiliate in connection
    with its business, provided that such services must not be in connection
    with the offer or sale of securities in a capital-raising transaction.

             "Disability" means permanent and total disability as defined in
    Section 22(e)(3) of the Code.

             "Company" means Sequester Holdings, Incorporated, a Nevada
    corporation.

             "Employee" means any person who is employed by the Company or an
    Affiliate.

             "Exchange Act" means the Securities Exchange Act of 1934, as
    amended.

             "Fair Market Value" means for any given day (i) the closing price
    on such date of a share of Stock as reported on the principal securities
    exchange on which such shares of Stock are then listed or admitted to
    trading, or as reported on the National Association of Securities Dealers
    Automated Quotation ("Nasdaq") National Market System, or (ii) if not so
    reported, the average of the bid and ask prices on such date as reported by
    the National Quotation Bureau, Inc., or (iii) if no such quotations are
    available, as determined by the Committee in good faith in their absolute
    discretion.


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             "Grant Limit" means the total number of shares of Stock that can be
    issued to any Participant in any fiscal year pursuant to an Award granted
    hereunder.

             "Incentive Stock Option" means an Option granted by the Committee
    to an Employee Participant under the Plan which is designated by the
    Committee as an Incentive Stock Option pursuant to Section 422 of the Code.

             "Non-Qualified Stock Option" means an Option granted by the
    Committee to a Participant under the Plan which is not designated by the
    Committee as an Incentive Stock Option.

             "Option" means an Award granted under Section 6 of the Plan.

             "Other Stock Awards" means an Award granted under Section 8 of the
    Plan.

             "Participant" means any individual designated by the Committee to
    participate in the Plan.

             "Performance-Based Compensation" means (i) an Option granted at
    less than 100% of the Fair Market Value of the Stock at the time of grant,
    (ii) a Restricted Stock Award or (iii) a Stock Bonus, in each case which has
    been granted with the intention that such award will be deductible under
    Section 162(m) of the Code, or successor provision.

             "Plan" means this Sequester Holdings, Incorporated 1997 Stock Plan.

             "Restricted Stock Award" means an Award granted under Section 8(a)
    of the Plan.

             "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
    or any successor rule or regulation.

             "Stock" means the common stock of the Company, $.002 par value.

             "Stock Appreciation Right" means an Award granted under Section 7
    of the Plan.

             "Stock Bonus" means an Award granted under Section 8(b) of the
    Plan.

             "Termination Date" means the date an optionee ceases to be employed
    or engaged by the Company.

    3. Administration. The Plan shall be administered by the Committee. The
Committee shall have full power, discretion and authority to interpret, construe
and administer the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to provide for conditions and assurances deemed necessary
or advisable to protect the interests of the Company and to make all other
determinations necessary or advisable for the administration of the Plan, to the
extent not contrary to the explicit provisions of the Plan. Determinations,
interpretations and other actions by the Committee pursuant to the Plan shall be
final, conclusive and binding on all persons for all purposes.

             The Committee shall have full power, discretion and authority to
establish applicable performance measures for Awards intended to be
Performance-Based Compensation, which performance measures shall include one or
more of the following: improvements in revenues, earnings per share, profit
before taxes, net income or operating income; return on shareholder equity;
return on net assets; and stock price performance. Further, the Committee shall
determine the specific targets related to each such performance measure and the
performance period for each such Award. The Committee shall establish in writing
such performance measures, specific targets and performance periods as provided
in Section 162(m) of the Code and the regulations promulgated thereunder, or
successor provision or regulation, to the extent Section 162(m) is applicable.



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             The Committee's decisions and determinations under the Plan need
not be uniform and may be made selectively among Participants whether or not
such Participants are similarly situated. The Committee may, in its discretion,
delegate to others responsibilities to assist in administering the Plan.

             Prior to the date a Committee is appointed or at any time there are
less than two directors serving on the Committee, the Plan shall be administered
by the Board which will exercise the powers and authority of the Committee as
set forth herein.

    4. Eligibility. Any Employee selected by the Committee, except a member of
the Committee or a director whose principal employment is not with the Company
or an Affiliate, and any Consultant selected by the Committee shall be eligible
for Awards contemplated under the Plan except that Consultants shall not be
eligible for Incentive Stock Option grants.

    5. Stock Subject to Plan and Grant Limits. The total number of shares of
Stock subject to issuance under the Plan may not exceed 3,000,000 subject to
adjustments as provided in the Plan. Shares to be delivered under the Plan may
consist, in whole or in part, of authorized but unissued shares or shares
purchased by the Company on the open market or by private purchase. The Grant
Limit shall equal 1,750,000 shares, subject to adjustment as provided in Section
10 hereof.

             Except as otherwise provided in the Plan, shares of Stock that are
subject to an Option or Stock Appreciation Right which, for any reason, expires
or is terminated unexercised as to such shares, and shares of Stock subject to a
Restricted Stock Award made under the Plan which are reacquired by the Company
pursuant to the Plan, shall again become available for issuance under the Plan.

    6. Stock Options. The Committee may grant stock Options alone or in addition
to any other Awards granted under the Plan. Options granted under the Plan may
be of two types: (i) Incentive Stock Options; and (ii) Non-Qualified Stock
Options. Subject to the limitations contained herein with respect to Incentive
Stock Options, the Committee may grant Incentive Stock Options, Non-Qualified
Stock Options, or both types of Options to a Participant and the Committee shall
have complete discretion in determining the number of Options granted to each
Participant, subject to the Grant Limit. To the extent that any Option does not
qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option. The provisions of Options need not be the same with
respect to each Participant granted an Option.

             Each Option shall be set forth in a written agreement, shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions not inconsistent with the terms of the Plan as the
Committee deems appropriate:

             (a) The exercise price of shares subject to any Incentive Stock
    Option shall not be less than the Fair Market Value of the Stock at the time
    the Incentive Stock Option is granted; the exercise price of shares subject
    to any Non-Qualified Stock Option shall be such price as the Committee shall
    determine on the date on which such Non-Qualified Stock Option is granted,
    provided that such exercise price may not be less than 85% of the Fair
    Market Value of the Stock at the time the Non-Qualified Stock Option is
    granted;

             (b) If the exercise price of a Non-Qualified Stock Option is less
    than 100% of the Fair Market Value of the Stock at the time the
    Non-Qualified Stock Option is granted, the Committee may designate such
    award as Performance-Based Compensation in which event the Committee shall
    establish performance measures for such award, the specific targets
    applicable to such measures and the performance period for such award;

             (c) The exercise price of any shares exercised under any Option
    must be paid in full upon such exercise in cash, stock or such other form as
    the Committee may determine, including by promissory note;



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             (d) The term of each Option shall be fixed by the Committee but no
    Option may be exercised after the expiration of 10 years from the date such
    Option is granted;

             (e) In the event that an optionee shall cease to be employed or
    engaged by the Company or an Affiliate, the vesting of such optionee's
    Options shall immediately and automatically terminate on the Termination
    Date and if the cessation of employment or engagement is:

                      (1) due to any reason other than due to retirement,
             Disability or death, such optionee's Options exercisable on the
             Termination Date shall remain exercisable for 30 days after the
             Termination Date;

                      (2) due to retirement, such optionee's Options exercisable
             on the Termination Date shall remain exercisable for three months
             after the Termination Date;

                      (3) due to a Disability, such optionee's Options
             exercisable on the Termination Date shall remain exercisable for
             one year after the Termination Date, or;

                      (4) due to death while employed or engaged by the Company
             or its Affiliate, or during the three month period following
             retirement or during the one year period following cessation of
             employment due to a Disability, the optionee's Options exercisable
             at the time of death shall remain exercisable for one year after
             the date of the optionee's death;

    provided, however, that notwithstanding anything herein to the contrary, if
    any Option would otherwise expire on an earlier date than described above,
    such Option shall remain exercisable only until the earlier expiration date;

             (f) Options shall become exercisable at such time or times and
    subject to such terms and conditions (including, without limitation,
    installment exercise provisions) as shall be determined by the Committee and
    if the Committee provides that any Option is exercisable only in
    installments, the Committee may waive such installment exercise provisions
    at any time in whole or in part based on any factors as the Committee may
    determine;

             (g) Incentive Stock Options may be granted only to Employees;

             (h) In the case of an Incentive Stock Option, the aggregate Fair
    Market Value (determined as of the time the Option is granted) of the Stock
    with respect to which Options are exercisable for the first time by any
    Employee during any calendar year (under all such plans of the Company and
    its Affiliates) shall not exceed $100,000;

             (i) No Incentive Stock Option shall be granted to a Participant
    who, at the time the Incentive Stock Option is granted, owns (within the
    meaning of Section 422 of the Code) Stock possessing more than 10% of the
    total combined voting power of all classes of stock of the Company or any
    Affiliate unless the exercise price per share of Stock is at least 110% of
    the Fair Market Value of the Stock at the time the Incentive Stock Option is
    granted and the Incentive Stock Option by its terms is not exercisable after
    the expiration of five years from the date of grant;

             (j) No Option shall be sold, transferred, pledged, assigned or
    otherwise alienated or hypothecated otherwise than by will or by the laws of
    descent and distribution or pursuant to a qualified domestic relations order
    as defined in the Code; and

             (k) All Options shall be exercisable during the optionee's lifetime
    only by the optionee or by a transferee permitted pursuant to Section 6(j)
    above.


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             Anything in the Plan to the contrary notwithstanding, no term of
this Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Participants affected, to disqualify any Incentive
Stock Option under Section 422.

    7. Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights alone or in conjunction with all or part of any Option granted under the
Plan, subject to the Grant Limit. In the case of a Non-Qualified Stock Option,
such Stock Appreciation Rights may be granted either at or after the time of the
grant of such Non-Qualified Stock Option. In the case of an Incentive Stock
Option, such Stock Appreciation Rights may be granted only at the time of the
grant of the Incentive Stock Option.

             Each Stock Appreciation Right shall be set forth in a written
agreement, shall be subject to the following terms and conditions and shall
contain such additional terms and conditions not inconsistent with the terms of
the Plan as the Committee deems appropriate:

             (a) Subject to subparagraphs (b) and (c) below, a Stock
    Appreciation Right granted in connection with an Option shall become
    exercisable and shall lapse according to the same vesting schedule and lapse
    rules that are established for the Option; a Stock Appreciation Right
    granted independently of an Option shall become exercisable and shall lapse
    in accordance with the vesting schedule and lapse rules established by the
    Committee;

             (b) A Stock Appreciation Right and any related Option shall not be
    exercisable during the first six months of their terms by any Participant;

             (c) A Stock Appreciation Right shall be exercisable only when the
    Fair Market Value of the Stock relating to the Stock Appreciation Right
    exceeds the exercise price thereof;

             (d) If the exercise price of a Stock Appreciation Right is less
    than 100% of the Fair Market Value of the Stock at the time the Stock
    Appreciation Right is granted, such award may be designated by the Committee
    to be Performance-Based Compensation in which event the Committee shall
    establish performance measures for such award, the specific targets
    applicable to such measures and the performance period for such award;

             (e) Upon the exercise of a Stock Appreciation Right with respect to
    any number of shares of Stock, the holder shall be entitled to receive
    payment of an amount (subject to subparagraph (f), below) determined by
    multiplying (i) the difference between the Fair Market Value per share of
    Stock on the date of exercise and the exercise price of the related Option
    (or in the case of an Stock Appreciation Right granted independent of an
    Option, the exercise price of the Stock Appreciation Right as established by
    the Committee) by (ii) the number of shares in respect of which the Stock
    Appreciation Right is exercised. At the discretion of the Committee, payment
    for Stock Appreciation Rights may be made in cash or stock, or in a
    combination thereof. If payment is made in Stock, the value of such Stock
    shall be the Fair Market Value determined as of the date of exercise;

             (f) At the time of grant, the Committee may establish, in its sole
    discretion, a maximum amount per share which will be payable upon exercise
    of a Stock Appreciation Right;

             (g) Notwithstanding any other provisions of the Plan, the Committee
    may impose such conditions on exercise of a Stock Appreciation Right
    (including, without limitation, the right of the Committee to limit the time
    of exercise to specified periods) as may be required to satisfy the
    requirements of Rule 16b-3;

             (h) The Committee may provide that upon exercise of a Stock
    Appreciation Right granted in conjunction with an Option, the number of
    shares of Stock for which the related Option shall be exercisable shall
    reduce by the number of shares of Stock for which the Stock Appreciation
    Right shall have been exercised and the number of shares of Stock for which
    a Stock Appreciation Right shall be exercisable shall be reduced upon any


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    exercise of a related Option by the number of shares of Stock for which such
    Option shall have been exercised;

             (i) The term of a Stock Appreciation Right granted under the Plan
    shall not exceed ten years;

             (j) No Stock Appreciation Right granted under the Plan may be sold,
    transferred, pledged, assigned or otherwise alienated or hypothecated
    otherwise than by will or by the laws of descent and distribution or
    pursuant to a qualified domestic relations order as defined in the Code, and
    all Stock Appreciation Rights shall be exercisable during the Participant's
    lifetime only by the Participant or by a transferee permitted pursuant to
    Section 7(j) above;

             (k) The Committee may provide, at the time of grant, that such
    Stock Appreciation Right can be exercised only in the event of a Change of
    Control, subject to terms and conditions as the Committee may specify at
    grant.

    8. Other Stock Awards. In addition to Options and Stock Appreciation Rights,
the Committee may grant Other Stock Awards payable in Stock upon such terms and
conditions as the Committee may determine, subject to the provisions of the
Plan. Other Stock Awards may include, but are not limited to, the following
types of Awards:

             (a) Restricted Stock Awards. The Committee may grant Restricted
    Stock Awards, each of which consists of a grant of shares of Stock subject
    to restrictions, terms and conditions not inconsistent with the terms of the
    Plan, including the Grant Limit, as the Committee deems appropriate, which
    such restrictions, terms and conditions shall be set forth in written
    agreements. The Committee may designate a Restricted Stock Award as
    Performance-Based Compensation in which event the Committee shall establish
    performance measures for such award, the specific targets applicable to such
    measures and the performance period for such award. Stock certificates
    evidencing a Restricted Stock Award shall be issued by the Company in the
    name of the Participant, and such Participant shall be entitled to all
    voting rights, rights to dividends and other rights of holders of Stock,
    subject to the provisions of the Plan. The certificates representing a
    Restricted Stock Award issued under the Plan and any dividends paid thereon,
    shall remain in the physical custody of the Company or an escrow holder or
    be placed in trust until the restrictions imposed under the Plan have
    lapsed. The Committee may also require that a legend or legends be placed on
    any certificates representing a Restricted Stock Award to reference the
    various restrictions imposed on such Stock. If a Restricted Stock Award is
    granted which requires the payment of an exercise price by the Participant,
    then such Award must be accepted within a period of 60 days (or such shorter
    periods as the Committee may specify at grant) after the date of grant. The
    shares of Stock granted under a Restricted Stock Award may not be sold,
    transferred, assigned, or otherwise alienated or hypothecated until the
    lapse or release of restrictions in accordance with the terms of the
    Restricted Stock Award agreement and the Plan. Prior to the lapse or release
    of restrictions, all shares of Stock are subject to forfeiture in accordance
    with conditions as may be determined by the Committee. The provisions of a
    Restricted Stock Award need not be the same with respect to each recipient.

             (b) Stock Bonuses. The Committee may grant Stock Bonuses in such
    amounts as it shall determine from time to time, subject to the Grant Limit.
    A Stock Bonus shall be paid at such time and be subject to such conditions
    as the Committee shall determine at the time of the grant of such Stock
    Bonus. The Committee may designate a Stock Bonus as Performance-Based
    Compensation in which event the Committee shall establish performance
    measures for such award, the specific targets applicable to such measures
    and the performance period for such award. Certificates for shares of Stock
    granted as a Stock Bonus shall be issued in the name of the Participant to
    whom such grant was made and delivered to such Participant as soon as
    practicable after the date on which such Stock Bonus is required to be paid.

    9.       General Provisions.

             (a) The grant of any Award under the Plan may also be subject to
    such other provisions (whether or not applicable to any Award granted to any
    other Participant) as the Committee determines appropriate including,
    without limitation, provisions to assist the Participant in financing the
    purchase of Stock through the exercise of 


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    Options, provisions for restrictions on resale or other disposition of
    shares acquired under any Award, provisions giving the Company the right to
    repurchase Stock acquired under any Award in the event the Participant
    elects to dispose of such Stock, provisions to comply with compensation
    expense deductibility under the Code and provisions to comply with federal
    and state securities laws and federal and state income tax withholding
    requirements.

             (b) The obligation of the Company to make payment of Awards in
    Stock or otherwise shall be subject to applicable laws, rules and
    regulations, and to such approvals by governmental agencies as may be
    required. The Company shall be under no obligation to register under the Act
    any of the shares of Stock delivered under the Plan; provided, however,
    that, notwithstanding the foregoing, the Committee shall have the authority
    to obligate the Company to register awards made under this Plan by the
    filing of a Form S-8 registration statement. All certificates for shares of
    Stock or other securities delivered under the Plan shall be subject to such
    stock-transfer orders and other restrictions as the Committee may deem
    advisable under the rules, regulations and other requirements of the
    Securities and Exchange Commission, any stock exchange upon which the Stock
    is then listed and any applicable federal or state securities laws, and the
    Committee may cause a legend or legends to be put on any such certificates
    to make appropriate reference to such restrictions. The Committee may
    require each Participant acquiring shares pursuant to an Award under the
    Plan to represent to and agree with the Company in writing that the
    Participant is acquiring the Stock without a view to distribution thereof.

             (c) The Company shall have the right to deduct from all Awards, to
    the extent paid in cash, all federal state or local taxes as required by law
    to be withheld with respect to such Awards and, in the case of Awards paid
    in Stock, the Participant or other person receiving such Stock may be
    required to pay to the Company prior to delivery of such Stock, the amount
    of any such tax which the Company is required to withhold, if any, with
    respect to such Stock. At the discretion of the Committee, the Company may
    accept shares of Stock, or withhold shares of Stock otherwise issuable upon
    exercise of an Award, of equivalent Fair Market Value in payment of such
    withholding tax obligations or provide alternative methods of complying with
    such withholding tax obligations.

             (d) No Employee or other person shall have any claim or right to be
    granted an Award under the Plan nor, having been selected for the grant of
    an Award, to be selected for a grant of any other Award. Neither this Plan
    nor any action taken hereunder shall be construed as giving any Participant
    any right to be retained in the employ of the Company or its Affiliates.

             (e) Each Participant may file with the Committee a written
    designation of one or more persons as the beneficiary who shall be entitled
    to receive the amounts payable with respect to the benefits of an Award, if
    any, due under the Plan upon such Participant's death. A Participant may,
    from time to time, revoke or change the beneficiary designation without the
    consent of any prior beneficiary by filing a new designation with the
    Committee. The last designation received by the Committee shall be
    controlling; provided, however, that no designation, or change or revocation
    therein shall be effective unless received by the Committee prior to the
    Participant's death, and in no event shall it be effective as of a date
    prior to such receipt. In the absence of any such designation, benefits
    remaining unpaid at the Participant's death shall be paid to the
    Participant's estate.

             (f) Except as otherwise specifically provided in the Plan, no
    Participant shall be entitled to the privileges of stock ownership in
    respect of Stock which is subject to an Option, Stock Appreciation Right or
    Other Stock Award until such Stock has been issued to that Participant upon
    exercise of an Option or Stock Appreciation Right according to its terms or
    upon sale or grant of Stock in accordance with an Other Stock Award.

             (g) No Participant or other person shall have any right with
    respect to this Plan, shares reserved under this Plan, or in any Award,
    contingent or otherwise, until written evidence of the Award shall have been
    delivered to the Participant and all the terms, conditions and provisions of
    the Plan applicable to such Participant have been met.



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    10. Changes in Capital Structure. In the event of changes in the outstanding
Stock or in the capital structure of the Company by reason of any stock
dividend, stock split, exchange of shares, recapitalization, reorganization, sub
division or consolidation of shares, or other similar transaction, the aggregate
number of shares available under the Plan, the number of shares subject to each
outstanding Award and the price per share of any Award, shall all be
proportionately adjusted. In the event the Company shall be a party to a
transaction involving a sale of substantially all of its assets, a merger or a
consolidation, the Board shall make such adjustment as shall be necessary or
appropriate which may include assumption of Awards by the surviving Company, for
their continuation, for the acceleration of vesting and expiration, or for
settlement in cash. In the case of dissolution of the Company (other than a
dissolution following the sale of substantially all of the Company's assets),
the Awards outstanding hereunder shall terminate; provided, however, that each
Participant shall have 30 days' prior written notice of such event, during which
time the Participant shall have the right to exercise in full any partly or
wholly unexercised Award, including the portion not yet exercisable pursuant to
the vesting schedule set forth in any Award agreement. In the event of any
change in applicable laws or any change in circumstances which results in or
would result in any substantial dilution or enlargement of the rights granted to
or available for Participants in the Plan, or which otherwise warrants equitable
adjustment because it interferes with the intended operation of the Plan, the
Committee may make such adjustments or substitutions to Awards or agreements
evidencing Awards as the Committee determines appropriate in its sole
discretion. Any adjustment in Incentive Stock Options under this Section 10
shall be made only to the extent not constituting a "modification" within the
meaning of Section 424(h)(3) of the Code. The Company shall give each
Participant notice of an adjustment hereunder and, upon notice, such adjustments
shall be conclusive and binding for all purposes.

    11. Change of Control. Upon the occurrence of an event constituting a Change
of Control, the following transactions, in the sole discretion of the Committee,
may be triggered: (i) all Options and Stock Appreciation Rights shall become
immediately exercisable in full for the remainder of their terms; and (ii)
restrictions on alienation or hypothecation of Stock granted pursuant to a
Restricted Stock Award shall lapse and in such case the Participant shall be
issued Stock certificates free of any such restrictions.

    12. Amendments and Termination. The Board may, from time to time, amend,
suspend or terminate the Plan in whole or in part and, if terminated, may
reinstate any or all of the provisions of the Plan, except that no amendment,
suspension or termination shall be made which would impair the rights of a
Participant under an Award theretofore granted, without such Participant's
consent.

    13. Effective Date and Term. The Plan shall become effective as of March 26,
1997, the date of its adoption by the Board. Unless sooner terminated by the
Committee, the Plan shall continue until March 26, 2007, the tenth anniversary
of the Plan's effective date, when it shall terminate and no Award shall be
granted under the Plan thereafter. The Plan shall continue in effect, however,
insofar as is necessary to complete all the Company's obligations under
outstanding Awards and to conclude the administration of the Plan.

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



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