EXHIBIT 4.1

                                    NUTRACEA
                          2003 STOCK COMPENSATION PLAN

SECTION  1. PURPOSE OF THE PLAN. The purpose of the 2003 Stock Compensation Plan
("Plan")  is  to maintain the ability of NutraCea, a California corporation (the
"Company")  and  its  subsidiaries  to  attract  and retain highly qualified and
experienced  directors,  employees  and  consultants and to give such directors,
employees and consultants a continued proprietary interest in the success of the
Company  and  its  subsidiaries.  In  addition the Plan is intended to encourage
ownership  of  common  stock  ("Common Stock"), of the Company by the directors,
employees  and  consultants of the Company and its Affiliates (as defined below)
and  to  provide  increased incentive for such persons to render services and to
exert  maximum  effort  for  the  success  of  the  Company's business. The Plan
provides  eligible  employees  and consultants the opportunity to participate in
the  enhancement  of  shareholder  value  by  the  grants  of warrants, options,
restricted  common,  unrestricted common and other awards under this Plan and to
have  their  bonuses  and/or  consulting  fees  payable  in warrants, restricted
common,  unrestricted  common  and  other awards, or any combination thereof. In
addition,  the  Company  expects  that  the  Plan  will  further  strengthen the
identification  of  the  directors,  employees  and  consultants  with  the
stockholders.  Certain  options  and  warrants to be granted under this Plan are
intended  to qualify as Incentive Stock Options ("ISOs") pursuant to Section 422
of  the  Internal Revenue Code of 1986, as amended ("Code"), while other options
and  warrants  granted  under this Plan will be nonqualified options or warrants
which  are  not  intended to qualify as ISOs ("Nonqualified Options"), either or
both  as provided in the agreements evidencing the options or warrants described
in  Section  5.  Employees,  consultants and directors who participate or become
eligible  to  participate  in  this  Plan  from  time  to  time  are referred to
collectively  herein  as  "Participants".  As  used  in  this  Plan,  the  term
"Affiliates"  means  any "parent corporation" of the Company and any "subsidiary
corporation"  of the Company within the meaning of Code Sections 424(e) and (f),
respectively.

SECTION 2. ADMINISTRATION OF THE PLAN.

(a)  Committee.  The Plan shall be administered by the Board of Directors of the
     ---------
Company  (the  "Board")  or a committee thereof designated by the Board with the
specific  authority  to  administer  the Plan.  When acting in such capacity the
Board  is  herein referred to as the "Committee".  If the Company is governed by
Rule  16b-3 promulgated by the Securities and Exchange Commission ("Commission")
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), no
director  shall  serve  as  a  member  of  the  Committee  unless he or she is a
"disinterested  person"  within  the  meaning  of  such  Rule  16b-3.

(b)  Committee  Action.  The Committee shall hold its meetings at such times and
     -----------------
places  as  it  may  determine.  A  majority  of  its members shall constitute a
quorum, and all determinations of the Committee shall be made by not less than a
majority  of  its members.  Any decision or determination reduced to writing and
signed  by  a  majority  of the members shall be fully as effective as if it had
been  made  by a majority vote of its members at a meeting duly called and held.
The  Committee  may  designate  the  Secretary  of  the Company or other Company
Employees


<PAGE>
to  assist  the  Committee  in  the  administration  of  the Plan, and may grant
authority  to  such  persons  to  execute award agreements or other documents on
behalf  of  the Committee and the Company. Any duly constituted committee of the
Board  satisfying  the  qualifications of this Section 2 may be appointed as the
Committee.

(c)  Committee Expenses.  All expenses and liabilities incurred by the Committee
     ------------------
in  the administration of the Plan shall he borne by the Company.  The Committee
may employ attorneys, consultants, accountants or other persons.

SECTION  3.  STOCK  RESERVED FOR THE PLAN.  Subject to adjustment as provided in
Section  5(d)(xiii)  hereof the aggregate number of shares that may be optioned,
subject  to  conversion  or issued under the Plan is 10,000,000 shares of Common
Stock, warrants, options, or any combination thereof.  The shares subject to the
Plan  shall  consist  of authorized but unissued shares of Common Stock and such
number of shares shall be and is hereby reserved for sale for such purpose.  Any
of  such  shares  which  may remain unsold and which are not subject to issuance
upon  exercise of outstanding options or warrants at the termination of the Plan
shall cease to be reserved for the purpose of the Plan, but until termination of
the Plan or the termination of the last of the options or warrants granted under
the  Plan,  whichever  last  occurs,  the  Company  shall at all times reserve a
sufficient  number  of  shares to meet the requirements of the Plan.  Should any
option  or  warrant  expire  or  be cancelled prior to its exercise in full, the
shares  theretofore  subject to such option or warrant may again be made subject
to  an  option  or  warrant  under  the  Plan.

SECTION  4.  ELIGIBILITY.  The  Participants shall include directors, employees,
including  officers,  of  the  Company  and  its divisions and subsidiaries, and
consultants  and  attorneys  who  provide  bona  fide  services  to the Company.
Participants  are  eligible  to be granted warrants, options, restricted common,
unrestricted  common  and other awards under this Plan and to have their bonuses
and/or  consulting  fees  payable  in  warrants, restricted common, unrestricted
common  and  other  awards.  A  Participant  who  has  been granted an option or
warrant  hereunder  may  be  granted an additional option or warrant, options or
warrants,  if  the  Committee  shall  so  determine.

SECTION 5. GRANT OF OPTIONS OR WARRANTS.

(a)  Committee  Discretion.  The  Committee  shall  have  sole  and  absolute
     ---------------------
discretionary authority (i) to determine, authorize, and designate those persons
pursuant  to  this Plan who are to receive warrants, options, restricted common,
or unrestricted common under the Plan, (ii) to determine the number of shares of
Common  Stock  to  be  covered by such grant or such options or warrants and the
terms  thereof,  (iii) to determine the type of Common Stock granted: restricted
common,  unrestricted  common  or  a  combination of restricted and unrestricted
common  ,  and  (iv)  to  determine  the type of option or warrant granted: ISO,
Nonqualified  Option  or  a  combination  of  ISO and Nonqualified Options.  The
Committee  shall  thereupon  grant  options  or warrants in accordance with such
determinations  as  evidenced by a written option or warrant agreement.  Subject
to  the  express  provisions of the Plan, the Committee shall have discretionary
authority  to prescribe, amend and rescind rules and regulations relating to the
Plan,  to  interpret the Plan, to prescribe and amend the terms of the option or
warrant  agreements  (which  need  not  be  identical)


                                        2
<PAGE>
and  to  make  all  other  determinations  deemed necessary or advisable for the
administration  of  the  Plan.

(b)  Stockholder Approval.  All ISOs granted under this Plan are subject to, and
     --------------------
may not be exercised before, the approval of this Plan by the stockholders prior
to  the first anniversary date of the Board meeting held to approve the Plan, by
the  affirmative  vote of the holders of a majority of the outstanding shares of
the  Company  present, or represented by proxy, and entitled to vote thereat, or
by  written consent in accordance with the laws of the State of Nevada, provided
that if such approval by the stockholders of the Company is not forthcoming, all
options  or  warrants  and stock awards previously granted under this Plan other
than  ISOs  shall  be  valid  in  all  respects.

(c)  Limitation  on  Incentive  Stock  Options and Warrants.  The aggregate fair
     ------------------------------------------------------
market value (determined in accordance with Section 5(d)(ii) of this Plan at the
time the option or warrant is granted) of the Common Stock with respect to which
ISOs  may  be  exercisable  for  the  first  time  by any Participant during any
calendar  year  under all such plans of the Company and its Affiliates shall not
exceed  $1,000,000.

(d)  Terms  and Conditions.  Each option or warrant granted under the Plan shall
     ---------------------
be  evidenced  by an agreement, in a form approved by the Committee, which shall
be subject to the following express terms and conditions and to such other terms
and  conditions  as  the  Committee  may  deem  appropriate:

     (i)  Option  or  Warrant  Period.  The  Committee shall promptly notify the
          ---------------------------
     Participant  of  the  option or warrant grant and a written agreement shall
     promptly  be executed and delivered by and on behalf of the Company and the
     Participant,  provided  that  the option or warrant grant shall expire if a
     written  agreement  is  not  signed  by  said  Participant (or his agent or
     attorney)  and  returned to the Company within 60 days from date of receipt
     by  the  Participant of such agreement. The date of grant shall be the date
     the option or warrant is actually granted by the Committee, even though the
     written  agreement  may  be  executed  and delivered by the Company and the
     Participant after that date. Each option or warrant agreement shall specify
     the  period for which the option or warrant thereunder is granted (which in
     no  event  shall exceed ten years from the date of grant) and shall provide
     that  the  option or warrant shall expire at the end of such period. If the
     original  term of an option or warrant is less than ten years from the date
     of  grant,  the  option  or warrant may be amended prior to its expiration,
     with  the approval of the Committee and the Participant, to extend the term
     so  that  the  term  as amended is not more than ten years from the date of
     grant.  However, in the case of an ISO granted to an individual who, at the
     time  of  grant,  owns  stock  possessing more than 10 percent of the total
     combined  voting  power  of  all  classes  of  stock  of the Company or its
     Affiliate  ("Ten  Percent  Stockholder"), such period shall not exceed five
     years  from  the  date  of  grant.

     (ii)  Option  or  Warrant Price. The purchase price of each share of Common
           -------------------------
     Stock  subject to each option or warrant granted pursuant to the Plan shall
     be determined by the Committee at the time the option or warrant is granted
     and,  in  the  case of ISOs, shall not be less than 100% of the fair market
     value  of  a  share  of  Common  Stock  on  the  date  the


                                        3
<PAGE>
     option  or  warrant is granted, as determined by the Committee. In the case
     of an ISO granted to a Ten Percent Stockholder, the option or warrant price
     shall  not  be less than 110% of the fair market value of a share of Common
     Stock  on  the date the option or warrant is granted. The purchase price of
     each  share  of  Common  Stock  subject to a Nonqualified Option or Warrant
     under  this Plan shall be determined by the Committee prior to granting the
     option  or  warrant.  The  Committee  shall set the purchase price for each
     share subject to a Nonqualified Option or Warrant at either the fair market
     value  of  each  share  on the date the option or warrant is granted, or at
     such  other  price as the Committee in its sole discretion shall determine.

     At  the  time a determination of the fair market value of a share of Common
     Stock  is  required  to  be  made  hereunder, the determination of its fair
     market  value  shall  be  made  by the Committee in such manner as it deems
     appropriate.

     (iii)  Exercise  Period. The Committee may provide in the option or warrant
            ----------------
     agreement that an option or warrant may be exercised in whole, immediately,
     or  is  to  be  exercisable  in  increments. In addition, the Committee may
     provide that the exercise of all or part of an option or warrant is subject
     to  specified  performance  by  the  Participant.

     (iv)  Procedure for Exercise. Options or warrants shall be exercised in the
           ----------------------
     manner specified in the option or warrant agreement. The notice of exercise
     shall  specify the address to which the certificates for such shares are to
     be  mailed.  A Participant shall be deemed to be a stockholder with respect
     to  shares  covered  by  an  option or warrant on the date specified in the
     option  or warrant agreement. As promptly as practicable, the Company shall
     deliver to the Participant or other holder of the warrant, certificates for
     the  number of shares with respect to which such option or warrant has been
     so  exercised,  issued  in  the  holder's name or such other name as holder
     directs; provided, however, that such delivery shall be deemed effected for
     all  purposes  when  a  stock  transfer  agent  of  the  Company shall have
     deposited  such  certificates  with  a  carrier  for  overnight  delivery,
     addressed  to  the holder at the address specified pursuant to this Section
     6(d).

     (v) Termination of Employment. If an executive officer to whom an option or
         -------------------------
     warrant  is  granted  ceases  to  be employed by the Company for any reason
     other  than death or disability, any option or warrant which is exercisable
     on  the  date  of  such termination of employment may be exercised during a
     period  beginning  on  such  date  and  ending at the time set forth in the
     option  or  warrant  agreement;  provided, however, that if a Participant's
     employment is terminated because of the Participant's theft or embezzlement
     from  the  Company,  disclosure  of  trade  secrets  of  the Company or the
     commission  of  a  willful,  felonious  act  while in the employment of the
     Company (such reasons shall hereinafter be collectively referred to as "for
     cause"),  then any option or warrant or unexercised portion thereof granted
     to  said  Participant  shall  expire  upon  such termination of employment.
     Notwithstanding  the  foregoing,  no  ISO may be exercised later than three
     months  after  an employee's termination of employment for any reason other
     than  death  or  disability.

     (vi)  Disability or Death of Participant. In the event of the determination
           ----------------------------------
     of  disability  or


                                        4
<PAGE>
     death  of  a  Participant under the Plan while he or she is employed by the
     Company, the options or warrants previously granted to him may be exercised
     (to  the  extent he or she would have been entitled to do so at the date of
     the  determination  of  disability  or  death) at any time and from time to
     time,  within  a  period  beginning  on  the  date of such determination of
     disability  or  death  and  ending  at  the time set forth in the option or
     warrant  agreement, by the former employee, the guardian of his estate, the
     executor or administrator of his estate or by the person or persons to whom
     his  rights  under  the option or warrant shall pass by will or the laws of
     descent  and  distribution,  but  in  no event may the option or warrant be
     exercised  after  its  expiration  under the terms of the option or warrant
     agreement.  Notwithstanding  the  foregoing,  no ISO may be exercised later
     than one year after the determination of disability or death. A Participant
     shall  be  deemed to be disabled if, in the opinion of a physician selected
     by  the  Committee,  he  or she is incapable of performing services for the
     Company  of  the  kind  he or she was performing at the time the disability
     occurred  by  reason  of  any  medically  determinable  physical  or mental
     impairment  which  can  be  expected  to  result in death or to be of long,
     continued  and indefinite duration. The date of determination of disability
     for  purposes  hereof  shall  be  the  date  of  such determination by such
     physician.

     (vii)  Assignability.  An  option  or  warrant  shall  not be assignable or
            -------------
     otherwise  transferable,  in whole or in part, by a Participant except that
     an  option  or warrant may be transferable to a member of the Participant's
     immediate  family or to a trust in which the Participant and members of his
     immediate  family  are  the  only  beneficiaries.

     (viii)  Incentive  Stock  Options.  Each  option  or  warrant agreement may
             -------------------------
     contain  such  terms  and  provisions  as the Committee may determine to be
     necessary  or desirable in order to qualify an option or warrant designated
     as  an  incentive  stock  option.

     (ix)  Restricted  Stock  Awards. Awards of restricted stock under this Plan
           -------------------------
     shall  be  subject to all the applicable provisions of this Plan, including
     the  following terms and conditions, and to such other terms and conditions
     not  inconsistent  therewith,  as  the  Committee  shall  determine:

          (A)  Awards  of  restricted  stock may be in addition to or in lieu of
          option  or warrant grants. Awards may be conditioned on the attainment
          of  particular  performance goals based on criteria established by the
          Committee  at  the  time  of  each award of restricted stock. During a
          period  set  forth  in  the  agreement (the "Restriction Period"), the
          recipient  shall  not  be  permitted  to  sell,  transfer,  pledge, or
          otherwise  encumber  the  shares of restricted stock; except that such
          shares  may  be  used,  if the agreement permits, to pay the option or
          warrant  price  pursuant  to  any option or warrant granted under this
          Plan,  provided an equal number of shares delivered to the Participant
          shall  carry  the  same  restrictions as the shares so used. Shares of
          restricted  stock  shall become free of all restrictions if during the
          Restriction  Period,  (i)  the  recipient  dies,  (ii) the recipient's
          directorship,  employment,  or  consultancy  terminates  by  reason of
          permanent  disability,  as  determined  by  the  Committee,  (iii) the
          recipient  retires  after  attaining both 59 1/2 years of age and five
          years  of  continuous  service  with  the  Company  and/or  a


                                        5
<PAGE>
          division or subsidiary, or (iv) if provided in the agreement, there is
          a  "change  in control" of the Company (as defined in such agreement).
          The  Committee  may  require medical evidence of permanent disability,
          including  medical  examinations  by physicians selected by it. Unless
          and  to  the  extent  otherwise  provided  in the agreement, shares of
          restricted stock shall be forfeited and revert to the Company upon the
          recipient's  termination  of  directorship,  employment or consultancy
          during  the  Restriction  Period  for  any  reason  other  than death,
          permanent disability, as determined by the Committee, retirement after
          attaining  both  59  1/2  years  of  age  and five years of continuous
          service  with  the Company and/or a subsidiary or division, or, to the
          extent provided in the agreement, a "change in control" of the Company
          (as defined in such agreement), except to the extent the Committee, in
          its  sole  discretion,  finds that such forfeiture might not be in the
          best  interests  of  the Company and, therefore, waives all or part of
          the application of this provision to the restricted stock held by such
          recipient.  Certificates  for  restricted stock shall be registered in
          the  name of the recipient but shall be imprinted with the appropriate
          legend  and  returned to the Company by the recipient, together with a
          stock power endorsed in blank by the recipient. The recipient shall be
          entitled  to  vote shares of restricted stock and shall be entitled to
          all dividends paid thereon, except that dividends paid in Common Stock
          or  other  property  shall  also  be subject to the same restrictions.

          (B)  Restricted  Stock shall become free of the foregoing restrictions
          upon  expiration  of the applicable Restriction Period and the Company
          shall  then  deliver  to  the  recipient  Common  Stock  certificates
          evidencing  such stock. Restricted stock and any Common Stock received
          upon the expiration of the restriction period shall be subject to such
          other  transfer  restrictions  and/or  legend  requirements  as  are
          specified  in  the  applicable  agreement.

     (x)  Bonuses  and  Past  Salaries  and  Fees Payable in Unrestricted Stock.
          ---------------------------------------------------------------------

          (A)  In  lieu of cash bonuses otherwise payable under the Company's or
          applicable  division's  or  subsidiary's  compensation  practices  to
          employees  and  consultants  eligible to participate in this Plan, the
          Committee,  in  its  sole  discretion, may determine that such bonuses
          shall  be  payable  in  unrestricted  Common  Stock  or  partly  in
          unrestricted Common Stock and partly in cash. Such bonuses shall be in
          consideration  of  services  previously  performed and as an incentive
          toward  future  services  and  shall consist of shares of unrestricted
          Common  Stock  subject to such terms as the Committee may determine in
          its sole discretion. The number of shares of unrestricted Common Stock
          payable  in  lieu  of a bonus otherwise payable shall be determined by
          dividing  such  bonus  amount by the fair market value of one share of
          Common  Stock on the date the bonus is payable, with fair market value
          determined  as  of  such  date  in  accordance  with Section 5(d)(ii).

          (B)  In  lieu of salaries and fees otherwise payable by the Company to
          employees,  attorneys  and consultants eligible to participate in this
          Plan  that  were incurred for services rendered during, prior or after
          the  year  of  2003,  the  Committee,  in  its  sole


                                        6
<PAGE>
          discretion,  may determine that such unpaid salaries and fees shall be
          payable  in unrestricted Common Stock or partly in unrestricted Common
          Stock  and  partly  in  cash. Such awards shall be in consideration of
          services  previously  performed  and  as  an  incentive  toward future
          services  and  shall  consist  of  shares of unrestricted Common Stock
          subject  to  such  terms  as  the  Committee may determine in its sole
          discretion.  The number of shares of unrestricted Common Stock payable
          in  lieu of salaries and fees otherwise payable shall be determined by
          dividing  each  calendar month's of unpaid salary or fee amount by the
          average  trading  value  of  the  Common  Stock for the calendar month
          during  which  the  subject  services  were  provided.

     (xi)  No  Rights  as Stockholder. No Participant shall have any rights as a
           --------------------------
     stockholder  with  respect  to shares covered by an option or warrant until
     the  option  or  warrant  is  exercised  as  provided  in clause (d) above.

     (xii)  Extraordinary  Corporate  Transactions. The existence of outstanding
            --------------------------------------
     options  or  warrants shall not affect in any way the right or power of the
     Company  or  its  stockholders to make or authorize any or all adjustments,
     recapitalizations,  reorganizations,  exchanges,  or  other  changes in the
     Company's capital structure or its business, or any merger or consolidation
     of  the  Company,  or  any  issuance of Common Stock or other securities or
     subscription  rights  thereto,  or  any  issuance  of  bonds,  debentures,
     preferred  or prior preference stock ahead of or affecting the Common Stock
     or the rights thereof, or the dissolution or liquidation of the Company, or
     any  sale  or transfer of all or any part of its assets or business, or any
     other  corporate  act  or  proceeding,  whether  of  a similar character or
     otherwise.  If  the  Company recapitalizes or otherwise changes its capital
     structure,  or  merges,  consolidates, sells all of its assets or dissolves
     (each  of  the  foregoing a "Fundamental Change"), then thereafter upon any
     exercise  of an option or warrant theretofore granted the Participant shall
     be entitled to purchase under such option or warrant, in lieu of the number
     of  shares  of  Common  Stock  as  to which option or warrant shall then be
     exercisable,  the  number  and  class  of shares of stock and securities to
     which the Participant would have been entitled pursuant to the terms of the
     Fundamental  Change  if,  immediately prior to such Fundamental Change, the
     Participant had been the holder of record of the number of shares of Common
     Stock  as  to  which such option or warrant is then exercisable. If (i) the
     Company  shall  not  be the surviving entity in any merger or consolidation
     (or  survives  only  as  a  subsidiary of another entity), (ii) the Company
     sells  all or substantially all of its assets to any other person or entity
     (other  than  a  wholly  owned  subsidiary),  (iii)  any  person  or entity
     (including  a  "group"  as contemplated by Section 13(d)(3) of the Exchange
     Act)  acquires  or  gains  ownership  or  control  of  (including,  without
     limitation,  power  to  vote)  more  than  50% of the outstanding shares of
     Common Stock, (iv) the Company is to be dissolved and liquidated, or (v) as
     a  result  of  or in connection with a contested election of directors, the
     persons  who were directors of the Company before such election shall cease
     to  constitute  a  majority  of  the  Board (each such event in clauses (i)
     through  (v)  above  is  referred  to  herein as a "Corporate Change"), the
     Committee,  in its sole discretion, may accelerate the time at which all or
     a  portion  of  a  Participant's  option or warrants may be exercised for a
     limited  period  of  time  before  or  after  a  specified  date.


                                        7
<PAGE>
     (xiii) Changes in Company's Capital Structure. If the outstanding shares of
            --------------------------------------
     Common  Stock  or  other  securities of the Company, or both, for which the
     option  or  warrant is then exercisable at any time be changed or exchanged
     by  declaration  of  a  stock dividend, stock split, combination of shares,
     recapitalization,  or  reorganization,  the  number  and  kind of shares of
     Common  Stock  or other securities which are subject to the Plan or subject
     to  any  options or warrants theretofore granted, and the option or warrant
     prices,  shall  be  adjusted  only  as  provided  in the option or warrant.

     (xiv)  Acceleration  of  Options  and  Warrants.  Except  as  hereinbefore
            ----------------------------------------
     expressly  provided,  (i) the issuance by the Company of shares of stock or
     any  class of securities convertible into shares of stock of any class, for
     cash,  property,  labor or services, upon direct sale, upon the exercise of
     rights  or  warrants to subscribe therefor, or upon conversion of shares or
     obligations  of  the  Company  convertible  into  such  shares  or  other
     securities,  (ii)  the  payment of a dividend in property other than Common
     Stock  or  (iii) the occurrence of any similar transaction, and in any case
     whether  or  not  for  fair  value,  shall not affect, and no adjustment by
     reason  thereof  shall  be  made  with  respect to, the number of shares of
     Common  Stock  subject  to  options  or warrants theretofore granted or the
     purchase price per share, unless the Committee shall determine, in its sole
     discretion,  that an adjustment is necessary to provide equitable treatment
     to  Participant. Notwithstanding anything to the contrary contained in this
     Plan,  the  Committee  may,  in its sole discretion, accelerate the time at
     which  any  option  or warrant may be exercised, including, but not limited
     to,  upon  the occurrence of the events specified in this Section 5, and is
     authorized  at  any  time (with the consent of the Participant) to purchase
     options  or  warrants  pursuant  to  Section  6.

SECTION  6.  RELINQUISHMENT  OF  OPTIONS  OR  WARRANTS.

(a)  The  Committee,  in  granting  options  or  warrants  hereunder, shall have
discretion to determine whether or not options or warrants shall include a right
of relinquishment as hereinafter provided by this Section 6. The Committee shall
also  have  discretion  to  determine  whether  an  option  or warrant agreement
evidencing  an  option  or  warrant initially granted by the Committee without a
right of relinquishment shall be amended or supplemented to include such a right
of  relinquishment.  Neither  the  Committee  nor the Company shall be under any
obligation  or  incur  any  liability to any person by reason of the Committee's
refusal  to  grant or include a right of relinquishment in any option or warrant
granted  hereunder  or  in  any option or warrant agreement evidencing the same.
Subject  to  the Committee's determination in any case that the grant by it of a
right  of  relinquishment  is  consistent  with  Section 1 hereof, any option or
warrant  granted under this Plan, and the option or warrant agreement evidencing
such  option  or  warrant,  may  provide:

     (i)  That  the  Participant,  or  his  or  her  heirs  or  other  legal
     representatives  to  the  extent entitled to exercise the option or warrant
     under  the terms thereof, in lieu of purchasing the entire number of shares
     subject  to  purchase thereunder, shall have the right to relinquish all or
     any  part  of the then unexercised portion of the option or warrant (to the
     extent  then  exercisable)  for  a  number  of shares of Common Stock to be
     determined  in accordance with the following provisions of this clause (i):


                                        8
<PAGE>
          (A)  The  written  notice  of exercise of such right of relinquishment
          shall  state  the  percentage  of the total number of shares of Common
          Stock issuable pursuant to such relinquishment (as defined below) that
          the  Participant  elects  to  receive;

          (B) The number of shares of Common Stock, if any, issuable pursuant to
          such relinquishment shall be the number of such shares, rounded to the
          next  greater number of full shares, as shall be equal to the quotient
          obtained  by  dividing  (i) the Appreciated Value by (ii) the purchase
          price  for  each  of  such shares specified in such option or warrant;

          (C)  For the purpose of this clause (C), "Appreciated Value" means the
          excess, if any, of (x) the total current market value of the shares of
          Common  Stock  covered by the option or warrant or the portion thereof
          to  be  relinquished over (y) the total purchase price for such shares
          specified  in  such  option  or  warrant;

     (ii)  That  such right of relinquishment may be exercised only upon receipt
     by  the  Company  of a written notice of such relinquishment which shall be
     dated  the  date of election to make such relinquishment; and that, for the
     purposes of this Plan, such date of election shall be deemed to be the date
     when  such  notice is sent by registered or certified mail, or when receipt
     is  acknowledged  by  the  Company,  if  mailed by other than registered or
     certified mail or if delivered by hand or by any telegraphic communications
     equipment  of  the  sender  or  otherwise delivered; provided, that, in the
     event the method just described for determining such date of election shall
     not  be  or  remain  consistent with the provisions of Section 16(b) of the
     Exchange  Act  or  the  rules  and  regulations  adopted  by the Commission
     thereunder,  as  presently  existing  or as may be hereafter amended, which
     regulations  exempt from the operation of Section 16(b) of the Exchange Act
     in  whole or in part any such relinquishment transaction, then such date of
     election  shall  be determined by such other method consistent with Section
     16(b)  of  the  Exchange Act or the rules and regulations thereunder as the
     Committee  shall  in  its  discretion  select  and  apply;

     (iii)  That  the  "current  market  value"  of a share of Common Stock on a
     particular date shall be deemed to be its fair market value on that date as
     determined  in  accordance  with  Paragraph  5(d)(ii);  and

     (iv)  That  the  option  or  warrant,  or  any  portion  thereof,  may  be
     relinquished  only  to  the  extent  that (A) it is exercisable on the date
     written  notice  of  relinquishment is received by the Company, and (B) the
     holder  of  such option or warrant pays, or makes provision satisfactory to
     the Company for the payment of, any taxes which the Company is obligated to
     collect  with  respect  to  such  relinquishment.

(b)  The  Committee  shall have sole discretion to consent to or disapprove, and
neither  the Committee nor the Company shall be under any liability by reason of
the  Committee's disapproval of, any election by a holder of options or warrants
to  relinquish  such  options  or  warrants  in  whole or in part as provided in
Paragraph  6(a),  except  that  no  such  consent  to  or


                                        9
<PAGE>
approval  of  a  relinquishment  shall  be  required  under  the  following
circumstances.  Each  Participant  who  is  subject  to  the short-swing profits
recapture  provisions  of  Section  16(b)  of  the  Exchange  Act  ("Covered
Participant")  shall  not  be  entitled  to  receive shares of Common Stock when
options  or warrants are relinquished during any window period commencing on the
third  business  day  following  the  Company's release of a quarterly or annual
summary  statement  of sales and earnings and ending on the twelfth business day
following  such  release  ("Window  Period").  A  Covered  Participant  shall be
entitled to receive shares of Common Stock upon the relinquishment of options or
warrants  outside  a  Window  Period.

(c)  The  Committee,  in  granting  options  or  warrants  hereunder, shall have
discretion  to  determine the terms upon which such options or warrants shall be
relinquishable, subject to the applicable provisions of this Plan, and including
such  provisions  as  are  deemed  advisable  to  permit  the exemption from the
operation  from  Section  16(b)  of  the Exchange Act of any such relinquishment
transaction,  and  options  or  warrants  outstanding,  and  option  agreements
evidencing such options, may be amended, if necessary, to permit such exemption.
If  options or warrants are relinquished, such option or warrant shall be deemed
to  have  been  exercised  to the extent of the number of shares of Common Stock
covered  by  the option or warrant or part thereof which is relinquished, and no
further options or warrants may be granted covering such shares of Common Stock.

(d)  Any  options or warrants or any right to relinquish the same to the Company
as  contemplated  by  this  Paragraph  6 shall be assignable by the Participant,
provided  the  transaction  complies  with  any  applicable  securities  laws.

(e)  Except as provided in Section 6(f) below, no right of relinquishment may be
exercised  within  the first six months after the initial award of any option or
warrant  containing,  or the amendment or supplementation of any existing option
or  warrant  agreement  adding,  the  right  of  relinquishment.

(f)  No  right of relinquishment may be exercised after the initial award of any
option  or  warrant  containing,  or  the  amendment  or  supplementation of any
existing  option or warrant agreement adding the right of relinquishment, unless
such  right  of  relinquishment  is  effective  upon  the  Participant's  death,
disability  or  termination  of  his  relationship with the Company for a reason
other  than  "for  cause."

SECTION  7.  AMENDMENTS  OR  TERMINATION.  The  Board  may  amend,  alter  or
discontinue  the  Plan, but no amendment or alteration shall be made which would
impair  the  rights of any Participant, without his consent, under any option or
warrant  theretofore  granted.

SECTION 8.  COMPLIANCE WITH OTHER LAWS AND REGULATIONS.  The Plan, the grant and
exercise of options or warrants thereunder, and the obligation of the Company to
sell  and deliver shares under such options or warrants, shall be subject to all
applicable  federal  and state laws, rules and regulations and to such approvals
by  any governmental or regulatory agency as may be required.  The Company shall
not  be required to issue or deliver any certificates for shares of Common Stock
prior  to  the  completion  of  any registration or qualification of such shares
under  any  federal  or  state  law  or  issuance  of  any  ruling or regulation


                                       10
<PAGE>
of  any  government  body  which  the  Company  shall,  in  its sole discretion,
determine  to  be  necessary  or  advisable.  Any  adjustments  provided  for in
subparagraphs  5(d)(xii),  (xiii)  and (xiv) shall be subject to any shareholder
action  required  by  the  corporate  law  of  the state of incorporation of the
Company.

SECTION  9.  PURCHASE  FOR INVESTMENT.  Unless the options, warrants, and shares
of  Common  Stock covered by this Plan have been registered under the Securities
Act of 1933, as amended, or the Company has determined that such registration is
unnecessary, each person acquiring or exercising an option or warrant under this
Plan  may be required by the Company to give a representation in writing that he
or  she  is  acquiring such option or warrant or such shares for his own account
for  investment  and  not  with  a  view to, or for sale in connection with, the
distribution  of  any  part  thereof.

SECTION  10.  TAXES.

(a)  The  Company  may  make  such provisions as it may deem appropriate for the
withholding  of any taxes which it determines is required in connection with any
options  or  warrants  granted  under  this  Plan.

(b) Notwithstanding the terms of Paragraph 10(a), any Participant may pay all or
any  portion  of the taxes required to be withheld by the Company or paid by him
or  her  in  connection with the exercise of a nonqualified option or warrant by
electing  to  have the Company withhold shares of Common Stock, or by delivering
previously  owned shares of Common Stock, having a fair market value, determined
in  accordance  with  Paragraph  5(d)(ii),  equal  to  the amount required to be
withheld  or  paid.  A Participant must make the foregoing election on or before
the  date that the amount of tax to be withheld is determined ("Tax Date").  All
such  elections  are  irrevocable  and  subject to disapproval by the Committee.
Elections  by  Covered  Participants  are  subject  to  the following additional
restrictions:  (i)  such election may not be made within six months of the grant
of  an  option  or warrant, provided that this limitation shall not apply in the
event  of  death  or  disability, and (ii) such election must be made either six
months  or more prior to the Tax Date or in a Window Period.  Where the Tax Date
in  respect  of an option or warrant is deferred until six months after exercise
and  the Covered Participant elects share withholding, the full amount of shares
of Common Stock will be issued or transferred to him upon exercise of the option
or  warrant,  but he or she shall be unconditionally obligated to tender back to
the  Company  the  number  of  shares  necessary  to  discharge  the  Company's
withholding  obligation  or  his  estimated  tax  obligation  on  the  Tax Date.

SECTION  11.  REPLACEMENT  OF  OPTIONS AND WARRANTS.  The Committee from time to
time  may  permit a Participant under the Plan to surrender for cancellation any
unexercised  outstanding  option  or  warrant  and  receive  from the Company in
exchange  an  option or warrant for such number of shares of Common Stock as may
be  designated  by  the  Committee.  The  Committee may, with the consent of the
holder  of  any  outstanding  option  or  warrant, amend such option or warrant,
including  reducing the exercise price of any option or warrant to not less than
the  fair  market  value  of  the  Common Stock at the time of the amendment and
extending  the  exercise  term  of  any  warrant  or  option.


                                       11
<PAGE>
SECTION  12.  NO  RIGHT  TO  COMPANY  EMPLOYMENT.  Nothing  in this Plan or as a
result  of  any  option or warrant granted pursuant to this Plan shall confer on
any  individual  any right to continue in the employ of the Company or interfere
in any way with the right of the Company to terminate an individual's employment
at  any  time.  The  option or warrant agreements may contain such provisions as
the  Committee  may  approve  with reference to the effect of approved leaves of
absence.

SECTION  13.  LIABILITY  OF  COMPANY.  The Company and any Affiliate which is in
existence or hereafter comes into existence shall not be liable to a Participant
or  other  persons  as  to:

(a)  The Non-Issuance of Shares.  The non-issuance or sale of shares as to which
     --------------------------
the  Company  has  been  unable  to  obtain  from  any  regulatory  body  having
jurisdiction  the  authority  deemed by the Company's counsel to be necessary to
the  lawful  issuance  and  sale  of  any  shares  hereunder;  and

(b)  Tax  Consequences.  Any  tax consequence expected, but not realized, by any
     -----------------
Participant or other person due to the exercise of any option or warrant granted
hereunder.

SECTION  14.  EFFECTIVENESS AND EXPIRATION OF PLAN.  The Plan shall be effective
on  the  date  the Board adopts the Plan.  The Plan shall expire ten years after
the  date  the Board approves the Plan and thereafter no option or warrant shall
be  granted  pursuant  to  the  Plan.

SECTION 15.  NON-EXCLUSIVITY OF THE PLAN.  Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other  incentive  arrangements  as  it  may  deem  desirable,  including without
limitation,  the  granting  of  restricted  stock  or  stock options or warrants
otherwise  than  under  the  Plan, and such arrangements may be either generally
applicable  or  applicable  only  in  specific  cases.

SECTION  16.  GOVERNING  LAW.  This  Plan  and any agreements hereunder shall be
interpreted  and  construed  in  accordance  with  the  laws  of  the  state  of
incorporation  of  the  Company  and  applicable  federal  law.

SECTION 17.  CASHLESS EXERCISE.  The Committee also may allow cashless exercises
as  permitted  under Federal Reserve Board's Regulation T, subject to applicable
securities  law  restrictions,  or  by  any  other  means  which  the  Committee
determines  to  be  consistent  with the Plan's purpose and applicable law.  The
proceeds  from such a payment shall be added to the general funds of the Company
and  shall  be  used  for  general  corporate  purposes.


                                       12
<PAGE>