EXHIBIT 10

                                WORLDWATER CORP.
                        1999 INCENTIVE STOCK OPTION PLAN


                                    ARTICLE I
                      Establishment, Purpose, and Duration


      1.1 Establishment of the Plan. WorldWater Corp., a Nevada corporation (the
"Company"),  hereby  establishes an incentive  compensation plan for the Company
and its  subsidiaries  to be known as the "1999 Incentive Stock Option Plan", as
set forth in this document.  Unless  otherwise  defined herein,  all capitalized
terms shall have the meanings set forth in Section 2.1 herein.  The Plan permits
the grant of Incentive Stock Options, Non-qualified Stock Options and Restricted
Stock.

      The Plan was adopted by the Board of Directors of the Company on April 30,
1999,  and shall  become  effective  on June 17,  1999 (the  "Effective  Date"),
subject to the  approval by vote of  shareholders  of the Company in  accordance
with applicable laws.

      1.2 Purpose of the Plan. The purpose of the Plan is to promote the success
of the Company and its  subsidiaries  by providing  incentives to Key Employees,
directors and consultants who will promote the  identification of their personal
interest with the long-term  financial success of the Company and with growth in
shareholder  value.  The Plan is designed to provide  flexibility to the Company
including its subsidiaries,  in its ability to motivate, attract, and retain the
services  of Key  Employees,  directors  and  consultants  upon whose  judgment,
interest,  and special effort the successful conduct of its operation is largely
dependent.

      1.3 Duration of the Plan. The Plan shall  commence on the Effective  Date,
as described in Section 1.1 herein,  and shall remain in effect,  subject to the
right of the Board of Directors to  terminate  the Plan at any time  pursuant to
Article X herein,  until April 30, 2009, at which time it shall terminate except
with respect to Awards made prior to, and  outstanding on, that date which shall
remain valid in accordance with their terms.

                                   ARTICLE II
                                   Definitions

      2.1  Definitions.  Except as otherwise  defined in the Plan, the following
terms shall have the meanings set forth below:

            a.  "Affiliate" and "Associate"  shall have the respective  meanings
ascribed to such terms in Rule 12b-2 under the Securities  Exchange Act of 1934,
as amended (the "Exchange Act").

            b. "Agreement" means a written  agreement  implementing the grant of
each  Award  signed  by  an  authorized  officer  of  the  Company  and  by  the
Participant.


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            c. "Award" means,  individually or collectively,  a grant under this
Plan of Incentive  Stock  Options,  Non-qualified  Stock Options and  Restricted
Stock.

            d. "Award  Date" or "Grant Date" means the date on which an Award is
made by the Committee under this Plan.

            e.  "Beneficial  Owner" shall have the meaning ascribed to such term
in Rule 13d-3 under the Exchange Act.

            f. "Board" or "Board of  Directors"  means the Board of Directors of
the Company, unless otherwise indicated.

            g.  "Change  in  Control"  shall be deemed to have  occurred  if the
conditions  set forth in any one of the  following  paragraphs  shall have  been
satisfied:

                  (i) any Person  (other than the  Company,  any  Subsidiary,  a
trustee or other fiduciary holding securities under any employee benefit plan of
the Company,  or its Subsidiaries),  who or which,  together with all Affiliates
and Associates of such Person, is or becomes the Beneficial  Owner,  directly or
indirectly,  of  securities  of the  Company  representing  20% or  more  of the
combined voting power of the Company's then outstanding securities;  or (ii) if,
at any time after the Effective  Date, the composition of the Board of Directors
of the  Company  shall  change  such that a majority of the Board of the Company
shall no longer  consist of Continuing  Directors;  or (iii) if at any time, (1)
the Company  shall  consolidate  with,  or merge with,  any other Person and the
Company  shall not be the  continuing or surviving  corporation,  (2) any Person
shall  consolidate with or merge with the Company,  and the Company shall be the
continuing or surviving corporation and, in connection therewith, all or part of
the  outstanding  Stock shall be changed  into or  exchanged  for stock or other
securities  of any other Person or cash or any other  property,  (3) the Company
shall be a party to a statutory share exchange with any other Person after which
the Company is a subsidiary of any other  Person,  or (4) the Company shall sell
or otherwise  transfer 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any Person or Persons.

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

            i. "Committee"  means the committee of the Board of Directors of the
Company or its banking subsidiary to administer the Plan pursuant to Article III
herein, all of the members of which shall be "non-employee directors" as defined
in Rule 16b-3,  as amended,  under the  Exchange Act or any similar or successor
rule.  There shall be no fewer than two (2), nor more than five (5),  members on
the Committee.

            j. "Company" means  WorldWater  Corp.,  or any successor  thereto as
provided in Article XII herein.



<PAGE>


            k. "Continuing Director" means an individual who was a member of the
Board of  Directors  of the Company on the  Effective  Date or whose  subsequent
nomination  for election or re-election to the Board of Directors of the Company
was  recommended  or  approved  by the  affirmative  vote of  two-thirds  of the
Continuing Directors then in office.

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

            m. "Fair  Market  Value" of a Share means the fair  market  value as
determined  pursuant to a  reasonable  method  adopted by the  Committee in good
faith for such purpose.

            n.  "Incentive  Stock  Option" or "ISO"  means an option to purchase
Stock,  granted  under  Article VI herein,  which is  designated as an incentive
stock  option and is intended to meet the  requirements  of Section  422A of the
Code.

            o. "Key  Employee"  means an  officer or other key  employee  of the
Company  or  its  Subsidiaries,  who,  in the  opinion  of  the  Committee,  can
contribute significantly to the growth and profitability of, or perform services
of major importance to, the Company and its Subsidiaries.

            p.  "Non-qualified  Stock  Option"  or  "NQSO"  means an  option  to

purchase Stock,  granted under Article VI herein, which is not intended to be an
Incentive Stock Option.

            q. "Option" means an Incentive Stock Option or a Non-qualified Stock
Option.

            r. "Participant" means a Key Employee, director or consultant who is
granted an Award under the Plan.

            s.  "Period  of  Restriction"  means  the  period  during  which the
transfer of Shares of Restricted  Stock is  restricted,  pursuant to Article VII
herein.

            t. "Person" shall have the meaning  ascribed to such term in Section
3(a)(9)  of the  Exchange  Act and used in  Sections  13(d) and  14(d)  thereof,
including a "group" as defined in Section 13(d).

            u. "Plan" means the WorldWater  Corp.  1999  Incentive  Stock Option
Plan, as described and as hereafter from time to time amended.

            v.  "Related  Option"  means an Option with respect to which a Stock
Appreciation Right has been granted.

            w.  "Restricted  Stock"  means  an  Award  of  Stock  granted  to  a
Participant pursuant to Article VII herein.

            x. "Stock" or "Shares" means the common stock of the Company.


<PAGE>


            y.  "Subsidiary"  shall mean a corporation at least 50% of the total
combined  voting power of all classes of stock of which is owned by the Company,
either directly or through one or more of its Subsidiaries.




                                   ARTICLE III
                                 Administration

      3.1 The  Committee.  Except as otherwise  reserved for  consideration  and
approval  by the  Board of  Directors,  the Plan  shall be  administered  by the
Committee  which  shall  have  all  powers   necessary  or  desirable  for  such
administration.

            (a) Subject to the provisions of the Plan, the Committee  shall have
the  following  plenary  powers:  (i) to  establish,  amend  or  waive  rules or
regulations  for the Plan's  administration;  (ii) except in those  instances in
which a dispute  arises,  to construe and interpret the Agreements and the Plan;
and (iii) to make all other  determinations and take all other actions necessary
or advisable for the administration of the Plan.

            (b) (1) Subject to the provisions of the Plan,  the Committee  shall
have the following qualified powers that shall be subject to approval, amendment
and  modification  by the Board of  Directors:  (i) to  determine  the terms and
conditions  upon which the Awards may be made and  exercised;  (ii) to determine
all terms and provisions of each Agreement,  which need not be identical;  (iii)
to construe and interpret the  Agreements and the Plan in the event of a dispute
between  the  Participant  and  the  Committee;   and  (iv)  to  accelerate  the
exercisability of any Award or the termination of any Period of Restriction.

                  (2) In  approving  the  Committee's  determinations  or  other
recommendations  under (b)(1),  the Board of Directors may make such amendments,
modifications or qualifications as it deems in the best interest of the Company,
and  the  Board  shall  provide  specific  instructions  to  the  Committee  for
implementation of the same.

                  (3) In its sole  discretion,  the Board of Directors may waive
by resolution one or more of its approval  rights under (b)(1) and authorize the
Committee to proceed without seeking further  approvals either on a case by case
basis or permanently  until further notice from the Board.  Such waiver shall be
communicated in writing to the Committee which shall maintain a permanent record
of such waiver(s).

            (c) The  express  grant in this  Plan of any  specific  power to the
Committee  shall not be  construed  as limiting  any power or  authority  of the
Committee, except as otherwise stated in paragraph 3.1(b).

      3.2 Selection of  Participants.  The Committee shall have the authority to
grant Awards under the Plan, from time to time, to such Key Employees, directors
or  consultants  as may be selected by it. Each Award shall be  evidenced  by an
Agreement.


<PAGE>


      3.3 Decisions Binding.  All determinations and decisions made by the Board
or the  Committee  pursuant  to the  provisions  of the  Plan  shall  be  final,
conclusive and binding.

      3.4 Rule 16b-3  Requirements.  Notwithstanding  any other provision of the
Plan,  the Board or the Committee may impose such  conditions on any Award,  and
amend  the  Plan  in any  such  respects,  as may be  required  to  satisfy  the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under
the Exchange Act.

      3.5  Indemnification  of  Committee.  In addition to such other  rights of
indemnification  as they may have as directors  or as members of the  Committee,
the  members  of the  Committee  shall be  indemnified  by the  Company  against
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in  connection  with  the  defense  of any  action,  suit or  proceeding,  or in
connection with any appeal therein,  to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection  with the
Plan or any Award granted or made hereunder,  and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding,  if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Company and its Subsidiaries.

      3.6 Certain Determinations.  In connection with the Committee's good faith
determination of "Fair Market Value" as required  herein,  the Committee may, as
guidance,  take into  consideration  the book value of the  Common  Stock of the
Company,  the relationship between the traded price and book value of shares for
financial  institutions  of similar  size and similar  operating  results to the
Company and its  subsidiary  bank,  any  reasonably  recent trades of the Common
Stock  of the  Company  brought  to the  attention  of the  Committee  and  such
additional  relevant   information  as  the  Committee  in  its  judgment  deems
necessary.  In its sole discretion,  the Committee may, but is not obligated to,
consult with and/or engage an investment banker or other appropriate  advisor to
advise the Committee in connection  with its good faith  determination  of "Fair
Market Value" herein.

                                   ARTICLE IV
                            Stock Subject to the Plan

      4.1 Number of Shares.  Subject to  adjustment  as  provided in Section 4.3
herein,  the maximum  aggregate  number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 2,000,000. No more than one-third of
the  aggregate  number  of such  Shares  shall  be  issued  in  connection  with
Restricted Stock Awards. Except as provided in Sections 4.2 herein, the issuance
of Shares in  connection  with the exercise of, or as other  payment for Awards,
under the Plan shall  reduce the number of Shares  available  for future  Awards
under the Plan.

      4.2 Lapsed  Awards or Forfeited  Shares.  If any Award  granted under this
Plan (for which no material benefits of ownership have been received,  including
dividends) terminates, expires, or lapses for any reason other than by virtue of
exercise  of the Award,  or if Shares  issued  pursuant  to Awards (for which no
material  benefits of ownership  have been  received,  including  dividends) are
forfeited,  any Stock  subject to such Award  again shall be  available  for the
grant of an Award under the Plan.


<PAGE>


      4.3 Capital  Adjustments.  The number and class of Shares  subject to each
outstanding Award, the Option Price and the aggregate number and class of Shares
for which Awards thereafter may be made shall be subject to such adjustment,  if
any, as the Committee in its sole discretion  deems  appropriate to reflect such
events  as  stock   dividends,   stock   splits,   recapitalizations,   mergers,
consolidations or reorganizations of or by the Company.

                                    ARTICLE V
                                   Eligibility

      Persons  eligible to  participate in the Plan include all employees of the
Company  and its  Subsidiaries  who, in the  opinion of the  Committee,  are Key
Employees, and directors and consultants.

                                   ARTICLE VI
                                  Stock Options

      6.1 Grant of  Options.  Subject to the terms and  provisions  of the Plan,
Options may be granted to Key Employees,  directors and  consultants at any time
and from time to time as shall be  determined  by the  Committee.  The Committee
shall have complete  discretion in  determining  the number of Shares subject to
Options granted to each Participant,  provided, however, that the aggregate Fair
Market Value  (determined  at the time the Award is made) of Shares with respect
to which any  Participant  may first exercise ISOs granted under the Plan during
any calendar  year may not exceed  $100,000 or such amount as shall be specified
in Section 422A of the Code and rules and regulation thereunder.

      6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement
that shall specify the type of Option granted,  the Option Price (as hereinafter
defined),  the duration of the Option,  the number of Shares to which the Option
pertains, any conditions imposed upon the exercisability of Options in the event
of retirement,  death,  disability or other termination of employment,  and such
other provisions as the Committee shall  determine.  The Agreement shall specify
whether  the Option is  intended  to be an  Incentive  Stock  Option  within the
meaning of Section 422A of the Code, or  Nonqualified  Stock Option not intended
to be within the provisions of Section 422A of the Code.

      6.3 Option  Price.  The  exercise  price per share of Stock  covered by an
Option  ("Option  Price") shall be  determined  by the Committee  subject to the
following limitations.  The Option Price shall not be less than 100% of the Fair
Market Value of such Stock on the Grant Date. An ISO granted to an employee who,
at the time of grant,  owns  (within the meaning of Section  425(d) of the Code)
Stock possessing more than 10% of the total combined voting power of all classes
of Stock of the  Company,  shall have an Option Price which is at least equal to
110% of the Fair Market Value of the Stock.


<PAGE>


      6.4  Duration of Options.  Each  Option  shall  expire at such time as the
Committee shall determine at the time of grant  provided,  however,  that no ISO
shall be exercisable  later than the tenth (10th)  anniversary date of its Award
Date.

      6.5 Exercisability. Options granted under the Plan shall be exercisable at
such times and be subject to such  restrictions  and conditions as the Committee
shall  determine,  which need not be the same for all  Participants.  No Option,
however,  shall be exercisable until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant.

      6.6 Method of  Exercise.  Options  shall be exercised by the delivery of a
written  notice to the Company in the form  prescribed by the Committee  setting
forth the number of Shares with respect to which the Option is to be  exercised,
accompanied by full payment for the Shares. The Option Price shall be payable to
the  Company in full either in cash,  by  delivery of Shares of Stock  valued at
Fair Market Value at the time of exercise, delivery of a promissory note (in the
Committee's  discretion)  or by a  combination  of the  foregoing.  As  soon  as
practicable,  after  receipt of written  notice and payment,  the Company  shall
deliver to the Participant,  stock  certificates in an appropriate  amount based
upon the number of  Options  exercised,  issued in the  Participant's  name.  No
Participant who is awarded Options shall have rights as a shareholder  until the
date of exercise of the Options.

      6.7 Restrictions on Stock Transferability. The Committee shall impose such
restrictions on any Shares acquired  pursuant to the exercise of an Option under
the Plan as it may deem advisable,  including, without limitation,  restrictions
under the  applicable  Federal  securities  law, under the  requirements  of the
National  Association  of Securities  Dealers,  Inc. or any stock  exchange upon
which  such  Shares are then  listed and under any blue sky or state  securities
laws applicable to such Shares.

      6.8 Nontransferability of Options. No Option 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.  Further, all
Options granted to a Participant under the Plan shall be exercisable  during his
lifetime only by such Participant or his guardian or legal representative.

                                   ARTICLE VII
                                Restricted Stock

      7.1 Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan,  the  Committee,  at any time and from time to time,  may grant  shares of
Restricted  Stock under the Plan to such  Participants and in such amounts as it
shall determine. Participants receiving Restricted Stock Awards are not required
to pay the Company therefor  (except for applicable tax withholding)  other than
the rendering of services.

      7.2  Restricted  Stock  Agreement.  Each  Restricted  Stock grant shall be
evidenced  by an Agreement  that shall  specify the Period of  Restriction,  the
number of  Restricted  Stock Shares  granted,  and such other  provisions as the
Committee shall determine.


<PAGE>


      7.3 Transferability. Except as provided in this Article VII and subject to
the  limitation in the next  sentence,  the Shares of  Restricted  Stock granted
hereunder  may  not  be  sold,  transferred,  pledged,  assigned,  or  otherwise
alienated or  hypothecated  until the  termination of the  applicable  Period of
Restriction or upon earlier satisfaction of other conditions as specified by the
Committee in its sole  discretion and set forth in the  Agreement.  No shares of
Restricted Stock shall be sold until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or  disability  of the  Participant.  All rights with respect to the  Restricted
Stock granted to a Participant  under the Plan shall be  exercisable  during his
lifetime only by such Participant or his guardian or legal representative.

      7.4 Other Restrictions. The Committee shall impose such other restrictions
on any Shares of Restricted  Stock  granted  pursuant to the Plan as it may deem
advisable including,  without limitation,  restrictions under applicable Federal
or  state  securities  laws,  and  may  legend  the  certificates   representing
Restricted Stock to give appropriate notice of such restrictions.

      7.5 Certificate  Legend. In addition to any legends placed on certificates
pursuant  to  Section  7.4  herein,  each  certificate  representing  shares  of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

      "The sale or other  transfer  of the Shares of Stock  represented  by this
      certificate,  whether voluntary,  involuntary,  or by operation of law, is
      subject  to  certain  restrictions  on  transfer  set  forth  in the  1999
      Incentive  Stock  Option  Plan  of  WorldWater  Corp.,  in the  rules  and
      administrative  procedures  adopted  pursuant  to  such  Plan,  and  in an
      Agreement  dated  January  19,  2000.  A copy of the Plan,  such rules and
      procedures,  and such Restricted  Stock Agreement may be obtained from the
      Secretary of WorldWater Corp."

      7.6 Removal of Restrictions. Except as otherwise provided in this Article,
Shares of Restricted Stock covered by each Restricted Stock Award made under the
Plan shall become freely  transferable by the Participant  after the last day of
the Period of Restriction.  Once the Shares are released from the  restrictions,
the  Participant  shall be entitled  to have the legend  required by Section 7.5
herein removed from his Stock certificate.

      7.7 Voting Rights. During the Period of Restriction,  Participants holding
Shares of  Restricted  Stock  granted  hereunder may exercise full voting rights
with respect to those Shares.

      7.8 Dividends and Other  Distributions.  During the Period of Restriction,
Participants  holding  shares of  Restricted  Stock granted  hereunder  shall be
entitled to receive all dividends and other  distributions  paid with respect to
those shares while they are so held. If any such dividends or distributions  are
paid in  Shares,  the  Shares  shall  be  subject  to the same  restrictions  on
transferability  as the Shares of  Restricted  Stock with  respect to which they
were distributed.

      7.9 Termination of Employment Due to Retirement. Unless otherwise provided
in the Agreement, in the event that a Participant terminates his employment with
the Company or one of its


<PAGE>


Subsidiaries  because  of  normal  retirement  (as  defined  in the rules of the
Company in effect at the time), any remaining  Period of Restriction  applicable
to  the   Restricted   Stock  Shares   pursuant  to  Section  7.3  herein  shall
automatically  terminate and, except as otherwise provided in Section 7.4 herein
the Shares of Restricted  Stock shall thereby be free of restrictions and freely
transferable.  Unless otherwise  provided in the Agreement,  in the event that a
Participant  terminates  his  employment  with  the  Company  because  of  early
retirement  (as defined in the rules of the Company in effect at the time),  the
Committee,  in its sole discretion,  may waive the restrictions remaining on any
or all Shares of  Restricted  Stock  pursuant to Section 7.3 herein and add such
new restrictions to those Shares of Restricted Stock as it deems appropriate.

      7.10 Termination of Employment Due to Death or Disability.  In the event a
Participant's employment is terminated because of death or disability during the
Period of  Restriction,  any remaining  Period of Restriction  applicable to the
Restricted  Stock pursuant to Section 7.3 herein shall  automatically  terminate
and, except as otherwise provided in Section 7.4 herein the shares of Restricted
Stock shall thereby be free of restrictions and fully transferable.

      7.11  Termination  of  Employment  for  Other  Reasons.  Unless  otherwise
provided  in the  Agreement,  in the event  that a  Participant  terminates  his
employment with the Company for any reason other than for death, disability,  or
retirement,  as set forth in Sections 7.9 and 7.10 herein,  during the Period of
Restriction,  then any shares of Restricted  Stock still subject to restrictions
as of the date of such termination shall automatically be forfeited and returned
to the Company.


<PAGE>

                                  ARTICLE VIII
                                Change in Control

      In the event of a Change in  Control of the  Company,  the  Committee,  as
constituted before such Change in Control, in its sole discretion may, as to any
outstanding Award,  either at the time the Award is made or any time thereafter,
take any one or more of the following actions:  (i) provide for the acceleration
of any time periods relating to the exercise or realization of any such Award so
that  such  Award  may be  exercised  or  realized  in full on or  before a date
initially fixed by the Committee; (ii) provide for the purchase or settlement of
any such Award by the Company,  upon a Participant's  request,  for an amount of
cash equal to the amount  which could have been  obtained  upon the  exercise of
such  Award or  realization  of such  Participant's  rights  had such Award been
currently  exercisable or payable;  (iii) make such adjustment to any such Award
then  outstanding as the Committee  deems  appropriate to reflect such Change in
Control;  or (iv) cause any such Award then  outstanding  to be assumed,  or new
rights substituted  therefor,  by the acquiring or surviving corporation in such
Change in Control.

                                   ARTICLE IX
                 Modification, Extension and Renewals of Awards

      Subject to the terms and  conditions  and within  the  limitations  of the
Plan,  the  Committee may modify,  extend or renew  outstanding  Awards,  or, if
authorized  by the Board,  accept the  surrender of  outstanding  Awards (to the
extent not yet  exercised)  granted under the Plan and authorize the granting of
new Awards  pursuant to the Plan in substitution  therefor,  and the substituted
Awards may specify a lower exercise price than the surrendered  Awards, a longer
term than the  surrendered  Awards or may contain any other  provisions that are
authorized  by the  Plan.  The  Committee  may  also  modify  the  terms  of any
outstanding Agreement.  Notwithstanding the foregoing,  however, no modification
of an Award, shall, without the consent of the Participant, adversely affect the
rights or obligations of the Participant.

                                    ARTICLE X
               Amendment, Modification and Termination of the Plan

      10.1 Amendment, Modification and Termination. At any time and from time to
time,  the Board may  terminate,  amend,  or modify the Plan.  Such amendment or
modification may be without shareholder  approval except to the extent that such
approval is required by the Code,  pursuant to the rules under Section 16 of the
Exchange Act, by any national  securities  exchange or system on which the Stock
is then listed or reported,  by any  regulatory  body having  jurisdiction  with
respect thereto or under any other applicable laws, rules or regulations.

      10.2 Awards Previously Granted. No termination,  amendment or modification
of the Plan  other than  pursuant  to  Section  4.3  herein  shall in any manner
adversely  affect any Award  theretofore  granted  under the Plan,  without  the
written consent of the Participant.


<PAGE>


                                   ARTICLE XI
                                   Withholding

      11.1 Tax  Withholding.  The Company  shall have the power and the right to
deduct or withhold,  or require a Participant to remit to the Company, an amount
sufficient  to  satisfy   Federal,   State  and  local  taxes   (including   the
Participant's  FICA  obligation)  required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.

      11.2 Stock  Withholding.  With respect to  withholding  required  upon the
exercise of  Nonqualified  Stock Options,  or upon the lapse of  restrictions on
Restricted  Stock,  or upon the  occurrence of any other similar  taxable event,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding  requirement,  in whole or in part,  by having the Company  withhold
Shares of Stock  having a Fair Market  Value equal to the amount  required to be
withheld.  The value of the Shares to be withheld  shall be based on Fair Market
Value of the Shares on the date that the amount of tax to be  withheld  is to be
determined. All elections shall be irrevocable and be made in writing, signed by
the  Participant  on forms  approved by the Committee in advance of the day that
the transaction becomes taxable.

                                   ARTICLE XII
                                   Successors

      All  obligations  of the Company  under the Plan,  with  respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence  of such  successor  is the result of a direct or  indirect  purchase,
merger,  consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

                                  ARTICLE XIII
                                     General

      13.1  Requirements  of Law.  The  granting  of Awards and the  issuance of
Shares of Stock under this Plan shall be subject to all applicable laws,  rules,
and  regulations,  and to such  approvals by any  governmental  agencies or self
regulatory organizations (i.e., exchanges) as may be required.

      13.2 Effect of Plan. The  establishment  of the Plan shall not confer upon
any Key Employee any legal or equitable right against the Company,  a Subsidiary
or the  Committee,  except as expressly  provided in the Plan. The Plan does not
constitute  an  inducement  or  consideration  for  the  employment  of any  Key
Employee,  nor is it a contract  between the Company or any of its  Subsidiaries
and any Key Employee.  Participation in the Plan shall not give any Key Employee
any  right  to be  retained  in  the  service  of  the  Company  or  any  of its
Subsidiaries.

      13.3  Creditors.  The interests of any  Participant  under the Plan or any
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered.

      13.4  Governing  Law. The Plan,  and all  Agreements  hereunder,  shall be
governed, construed and administered in accordance with and governed by the laws
of the State of Nevada and the  intention  of the  Company is that ISOs  granted
under the Plan qualify as such under Section 422A of the Code.


<PAGE>


      13.5  Severability.  In the event any  provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.