LAHAINA ACQUISITIONS, INC.
        AMENDED AND RESTATED 1999 STOCK OPTION PLAN 1999 STOCK OPTION PLAN

                                    ARTICLE I
                                   DEFINITIONS

     As used herein,  the following terms have the following meanings unless the
context clearly indicates to the contrary:

     1.1 "Award" shall mean a grant of Restricted Stock or an SAR.

     1.2 "Board" shall mean the Board of Directors of the Company.

     1.3 "Cause" (i) with respect to the Company or any  subsidiary or affiliate
which employs the recipient of an Award or Option (the "recipient") or for which
such recipient  primarily performs services,  the commission by the recipient of
an act of fraud, embezzlement,  theft or proven dishonesty, or any other illegal
act  or  practice   (whether  or  not  resulting  in  criminal   prosecution  or
conviction),  or any act or practice which the Committee  shall,  in good faith,
deem  to  have  resulted  in  the  recipient's  becoming  unbondable  under  the
Company's,  the subsidiary's or the affiliate's  fidelity bond; (ii) the willful
engaging by the recipient in  misconduct  which is deemed by the  Committee,  in
good faith, to be materially  injurious to the Company,  any subsidiary,  or any
affiliate,  monetarily  or  otherwise,  including,  but not limited,  improperly
disclosing trade secrets or other confidential or sensitive business information
and data about the Company or any  subsidiaries or affiliates and competing with
the  Company  or its  subsidiaries  and  affiliates,  or  soliciting  employees,
consultants or customers of the Company in violation of law or any employment or
other  agreement  to which the  recipient  is a party;  or (iii) the willful and
continued  failure or habitual  neglect by the  recipient  to perform his or her
duties  with  the  Company  or the  subsidiary  or  affiliate  substantially  in
accordance  with the  operating  and  personnel  policies and  procedures of the
Company  or the  subsidiary  or  affiliate  generally  applicable  to all  their
employees.  For purposes of this Plan, no act or failure to act by the recipient
shall be deemed be "willful"  unless done or omitted to be done by recipient not
in good faith and  without  reasonable  belief  that the  recipient's  action or
omission  was in the best  interest  of the  Company  and/or the  subsidiary  or
affiliate.  Notwithstanding the foregoing,  if the recipient has entered into an
employment  agreement that is binding as of the date of employment  termination,
and if such employment agreement defines "Cause," then the definition of "Cause"
in such  agreement  shall apply to the  recipient  in this Plan.  "Cause"  under
either (i), (ii) or (iii) shall be determined by the Committee.

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     1.4 "Change in Control" shall mean any occurrence by which any "person" (as
such term is used in sections 13(d) and 14(d) of the Exchange  Act),  other than
any person who is a shareholder of the Company on or before the Effective  Date,
by the  acquisition  or  aggregation  of securities is or becomes the beneficial
owner,  directly or  indirectly,  of securities of the Company  representing  50
percent or more of the combined  voting power of the Company's then  outstanding
securities   ordinarily   (and  apart  from  rights   accruing   under   special
circumstances)  having the right to vote at elections  of  directors  (the "Base
Capital Stock");  except that any change in the relative beneficial ownership of
the Company's  securities by any person resulting solely from a reduction in the
aggregate  number of outstanding  shares of Base Capital Stock, and any decrease
thereafter in such person's ownership of securities,  shall be disregarded until
such person  increases  in any manner,  directly or  indirectly,  such  person's
beneficial ownership of any securities of the Company.

     1.5 "Code"  shall mean the United  States  Internal  Revenue  Code of 1986,
including  effective  date and transition  rules (whether or not codified).  Any
reference  herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.

     1.6 "Committee" shall mean a committee of at least two Directors  appointed
from time to time by the Board, having the duties and authority set forth herein
in  addition  to any other  authority  granted by the Board.  In  selecting  the
Committee, the Board shall consider (i) the benefits under Section 162(m) of the
Code of having a  Committee  composed of  "outside  directors"  (as that term is
defined  in the  Code)  for  certain  grants of  Options  to highly  compensated
executives,  and (ii) the  benefits  under  Rule  16b-3  of  having a  Committee
composed of either the entire Board or a Committee of at least two Directors who
are  Non-Employee  Directors  for  Options  granted to or held by any Section 16
Insider.  At any time that the Board shall not have  appointed  a  committee  as
described above, any reference herein to the Committee shall mean the Board.

     1.7 "Company" shall mean Lahaina Acquisitions, Inc. a Colorado Corporation.

     1.8  "Effective  Date" of the  original  1999 Stock  Option Plan shall mean
October 1, 1999,  and for this  Amended  and  Restated  Plan shall mean June 15,
2000.

     1.9  "Director"  shall  mean a member of the Board and any person who is an
advisory or honorary  director  of the  Company if such person is  considered  a
director for the purposes of Section 16 of the Exchange  Act, as  determined  by
reference to such Section 16 and to the rules, regulations,  judicial decisions,
and  interpretative  or  "no-action"  positions  with  respect  thereto  of  the
Securities  and Exchange  Commission,  as the same may be in effect or set forth
from time to time.


     1.10  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934,  as
amended. Any reference herein to a specific section of the Exchange Act shall be
deemed to include a reference to any corresponding provision of future law.

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     1.11  "Exercise  Price"  shall  mean the  price at  which an  Optionee  may
purchase a share of Stock under a Stock Option Agreement.

     1.12 "Fair Market Value" on any date shall mean (i) the closing sales price
of the Stock,  regular  way, on such date on the  national  securities  exchange
having the greatest volume of trading in the Stock during the thirty-day  period
preceding  the day the value is to be  determined  or, if such  exchange was not
open for  trading on such date,  the next  preceding  date on which it was open;
(ii) if the Stock is not traded on any national securities exchange, the average
of  the   closing   high  bid  and  low  asked   prices  of  the  Stock  on  the
over-the-counter  market on the day such  value is to be  determined,  or in the
absence of closing bids on such day, the closing bids on the next  preceding day
on which  there  were  bids;  or (iii) if the  Stock  also is not  traded on the
over-the-counter  market,  the fair market value as  determined in good faith by
the Board or the Committee  based on such relevant  facts as may be available to
the Board, which may include opinions of independent experts, the price at which
recent  sales have been made,  the book  value of the Stock,  and the  Company's
current and future earnings.

     1.13  "Grantee"  shall mean a person who is an Optionee or a person who has
received an Award of Restricted Stock or an SAR.

     1.14 "Incentive Stock Option" shall mean an option to purchase any stock of
the Company,  which complies with and is subject to the terms,  limitations  and
conditions  of  Section  422 of the Code and any  regulations  promulgated  with
respect thereto

     1.15 "Non-Employee Director" shall have the meaning set forth in Rule 16b-3
under the  Exchange  Act, as the same may be in effect from time to time,  or in
any successor  rule thereto,  and shall be determined for all purposes under the
Plan according to interpretative  or "no-action"  positions with respect thereto
issued by the Securities and Exchange Commission.

     1.16  "Officer"  shall  mean a person  who  constitutes  an  officer of the
Company for the purposes of Section 16 of the  Exchange  Act, as  determined  by
reference to such Section 16 and to the rules, regulations,  judicial decisions,
and  interpretative  or  "no-action"  positions  with  respect  thereto  of  the
Securities  and Exchange  Commission,  as the same may be in effect or set forth
from time to time.

     1.17  "Option"  shall mean an option,  whether  or not an  Incentive  Stock
Option,  to purchase  Stock  granted  pursuant to the  provisions  of Article VI
hereof.

     1.18  "Optionee"  shall  mean a person to whom an Option  has been  granted
hereunder.

     1.19 "Permanent and Total  Disability" shall have the same meaning as given
to that term by Code Section 22(e)(3) and any regulations or rulings promulgated
thereunder.

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     1.20 "Plan" shall mean Lahaina Acquisitions, Inc. Amended and Restated 1999
Stock Option Plan, the terms of which are set forth herein.

     1.21  "Purchasable"  shall  refer to Stock  which  may be  purchased  by an
Optionee  under the terms of this Plan on or after a certain  date  specified in
the applicable Stock Option Agreement.

     1.22 "Qualified  Domestic Relations Order" shall have the meaning set forth
in the Code or in the Employee  Retirement  Income  Security Act of 1974, or the
rules and regulations promulgated under the Code or such Act.

     1.23  "Reload  Option"  shall have the  meaning  set forth in  Section  6.8
hereof.

     1.24 "Restricted  Stock" shall mean Stock issued,  subject to restrictions,
to a Grantee pursuant to Article VII hereof.

     1.25  "Restriction  Agreement"  shall mean the agreement  setting forth the
terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

     1.26 "SAR" means a stock appreciation  right, which is the right to receive
an amount equal to the appreciation, if any, in the Fair Market Value of a share
of Stock from the date of the grant of the right to the date of its payment, all
as provided in Article VIII hereof.

     1.27 "SAR Price" means the base value  established  by the Committee for an
SAR on the date the SAR is granted and which is used in  determining  the amount
of benefit, if any, paid to a Grantee.

     1.28  "Section  16  Insider"  shall  mean any  person who is subject to the
provisions  of  Section 16  of the  Exchange  Act,  as  provided  in Rule  16a-2
promulgated pursuant to the Exchange Act.

     1.29 "Stock"  shall mean the common stock,  no par value per share,  of the
Company  or, in the event  that the  outstanding  shares of Stock are  hereafter
changed into or exchanged  for shares of a different  stock or securities of the
Company or some other entity, such other stock or securities.


     1.30 "Stock Option  Agreement" shall mean an agreement  between the Company
and an Optionee under which the Optionee may purchase Stock hereunder,  a sample
form of which is  attached  hereto as Exhibit A (which form may be varied by the
Committee in granting an Option).

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                                   ARTICLE II
                                    THE PLAN

     2.1 Name. This Plan shall be known as "Lahaina  Acquisitions,  Inc. Amended
and Restated 1999 Stock Option Plan."

     2.2  Purpose.  The purpose of the Plan is to advance the  interests  of the
Company, its subsidiaries,  its affiliates that perform services for the Company
and its  subsidiaries,  and its shareholders by affording  certain employees and
Directors of the Company and its  subsidiaries  and  affiliates,  as well as key
consultants  and  advisors to the Company or any  subsidiary  or  affiliate,  an
opportunity to acquire or increase their  proprietary  interests in the Company.
The objective of the issuance of the Options and Awards is to promote the growth
and  profitability of the Company,  its subsidiaries and its affiliates  because
the  Grantees  will be  provided  with an  additional  incentive  to achieve the
Company's  objectives  through  participation  in its  success and growth and by
encouraging their continued association with or service to the Company.

     2.3 Effective  Date.  The Plan  originally  became  effective on October 1,
1999; as amended and restated, it became effective on June 15, 2000.

     2.4 Shareholder  Approval.  If shareholder approval is required by the Code
for Incentive Stock Options and such shareholder  approval has not been obtained
(or is not obtained  within 12 months  thereof),  any  Incentive  Stock  Options
issued under the Plan shall automatically become options which do not qualify as
Incentive Stock Options.


                                   ARTICLE III
                                  PARTICIPANTS

     The class of persons  eligible to  participate in the Plan shall consist of
all persons whose  participation  in the Plan the Committee  determines to be in
the best  interests of the Company which shall  include,  but not be limited to,
all Directors and employees,  including but not limited to executive  personnel,
of the Company or any subsidiary or affiliate,  as well as key  consultants  and
advisors to the Company or any subsidiary or affiliate.



                                   ARTICLE IV
                                 ADMINISTRATION

     4.1 Duties and Powers of the Committee.  The Plan shall be  administered by
the Committee. The Committee shall select one of its members as its Chairman and
shall  hold its  meetings  at such  times and  places as it may  determine.  The
Committee  shall  keep  minutes  of its  meetings  and shall make such rules and
regulations for the conduct of its business as it may deem necessary. The

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Committee shall have the power to act by unanimous written consent in lieu of a
meeting,  and to  meet  by  telephone.  In  administering  the  Plan,  the
Committee's  actions  and  determinations  shall be  binding  on all  interested
parties.  The  Committee  shall  have the  power to grant  Options  or Awards in
accordance  with the  provisions  of the Plan and may grant  Options  and Awards
singly, in combination, or in tandem. Subject to the provisions of the Plan, the
Committee shall have the discretion and authority to determine those individuals
to whom  Options or Awards  will be granted and whether  such  Options  shall be
accompanied  by the right to  receive  Reload  Options,  the number of shares of
Stock  subject  to each  Option or Award,  such other  matters as are  specified
herein,  and any other  terms and  conditions  of a Stock  Option  Agreement  or
Restriction  Agreement.  The  Committee  shall  also  have  the  discretion  and
authority to delegate to any Officer its powers to grant Options or Awards under
the Plan to any person who is an  employee  of the Company but not an Officer or
Director.  To the extent not  inconsistent  with the provisions of the Plan, the
Committee  may give a Grantee an  election  to  surrender  an Option or Award in
exchange for the grant of a new Option or Award, and shall have the authority to
amend or modify an outstanding Stock Option Agreement or Restriction  Agreement,
or to waive any provision  thereof,  provided that the Grantee  consents to such
action.

     4.2 Interpretation;  Rules.  Subject to the express provisions of the Plan,
the  Committee  also shall have  complete  authority to interpret  the Plan,  to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, and to make all other
determinations  necessary  or  advisable  for the  administration  of the  Plan,
including,  without  limitation,  the  amending  or altering of the Plan and any
Options or Awards  granted  hereunder  as may be  required  to comply with or to
conform to any federal, state, or local laws or regulations.

     4.3 No  Liability.  Neither  any  member of the Board nor any member of the
Committee  shall be liable to any  person for any act or  determination  made in
good faith with respect to the Plan or any Option or Award granted hereunder.

     4.4  Majority  Rule.  A  majority  of the  members of the  Committee  shall
constitute a quorum,  and any action taken by a majority at a meeting at which a
quorum is present,  or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

     4.5  Company   Assistance.   The  Company  shall  supply  full  and  timely
information to the Committee on all matters relating to eligible persons,  their
employment,  death, retirement,  disability, or other termination of employment,
and such other pertinent  facts as the Committee may require.  The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

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                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN

     5.1  Limitations.  Subject to any antidilution  adjustment  pursuant to the
provisions of Section 5.2 hereof and the next  sentence,  the maximum  number of
shares of Stock that may be issued  hereunder  shall be 2,000,000,  and not more
than 750,000 shares of Stock may be made subject to Options to any individual in
the  aggregate  in any one fiscal year of the  Company,  such  limitation  to be
applied in a manner  consistent with the requirements of, and only to the extent
required for compliance with, the exclusion from the limitation on deductibility
of compensation  under Section 162(m) of the Code. The number of shares of Stock
available  for  issuance  hereunder  shall  automatically  increase on the first
trading day each calendar year beginning  January 1, 2000, by an amount equal to
ten  percent  (10%)  of the  shares  of Stock  outstanding  on the  trading  day
immediately  preceding January 1; but in no event shall any such annual increase
exceed  750,000  shares  (subject to adjustment  under Section 5.2).  Any or all
shares  of Stock  subject  to the  Plan  may be  issued  in any  combination  of
Incentive Stock Options, non-Incentive Stock Options, Restricted Stock, or SARs,
and the amount of Stock  subject to the Plan may be increased  from time to time
in accordance  with Article X, provided that the total number of shares of Stock
issuable  pursuant to Incentive  Stock Options may not be increased to more than
1,000,000  (other than  pursuant  to  anti-dilution  adjustments  and the annual
increase  provided  above) without  shareholder  approval.  Shares subject to an
Option or issued as an Award may be either  authorized  and  unissued  shares or
shares  issued and later  acquired  by the  Company.  The shares  covered by any
unexercised  portion  of an Option or Award that has  terminated  for any reason
(except as set forth in the following paragraph), or any forfeited portion of an
Option or Award,  and shares  tendered  for  cashless  exercise and withheld for
taxes may again be optioned or awarded under the Plan, and such shares shall not
be  considered  as having  been  optioned or issued in  computing  the number of
shares of Stock remaining available for option or award hereunder.


     If Options are issued in respect of options to acquire  stock of any entity
acquired,  by merger or  otherwise,  by the  Company (or any  subsidiary  of the
Company),  to the extent that such issuance shall not be  inconsistent  with the
terms,  limitations  and  conditions of Code Section 422 or Rule 16b-3 under the
Exchange Act, the  aggregate  number of shares of Stock for which Options may be
granted  hereunder  shall  automatically  be  increased  by the number of shares
subject to the Options so issued;  provided,  however, that the aggregate number
of  shares  of  Stock  for  which  Options  may  be  granted   hereunder   shall
automatically  be decreased by the number of shares  covered by any  unexercised
portion  of an Option so issued  that has  terminated  for any  reason,  and the
shares subject to any such unexercised  portion may not be optioned to any other
person.

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     5.2 Antidilution.

     (a) If (1) the  outstanding  shares of Stock are changed  into or exchanged
for a different  number or kind of shares or other  securities of the Company or
any  other   entity  by  reason  of   merger,   consolidation,   reorganization,
recapitalization,  reclassification, combination or exchange of shares, or stock
split or stock  dividend,  (2) any spin-off,  spin-out or other  distribution of
assets materially  affects the price of the Company's stock, or (3) there is any
assumption  and  conversion to the Plan by the Company of an acquired  company's
outstanding option grants, then:

     (i) the  aggregate  number and kind of shares of Stock for which Options or
Awards  may be  granted  hereunder  shall  be  adjusted  proportionately  by the
Committee; and

     (ii) the rights of Optionees  (concerning  the number of shares  subject to
Options and the Exercise Price) under outstanding  Options and the rights of the
holders  of Awards  (concerning  the terms  and  conditions  of the lapse of any
then-remaining   restrictions),   shall  be  adjusted   proportionately  by  the
Committee.

     (b) In the event of an  anticipated  Change in Control or the Company shall
be  a  party  to  any  reorganization,   involving  merger,  consolidation,   or
acquisition  of the stock or  substantially  all the assets of the Company,  the
Board or the Committee, in its discretion, may:

     (i)  notwithstanding  other  provisions  hereof,  declare  that all Options
granted under the Plan shall become exercisable immediately  notwithstanding the
provisions of the respective Stock Option Agreements  regarding  exercisability,
that all such Options shall  terminate 90 days after the Committee gives written
notice of the  immediate  right to exercise all such Options and of the decision
to terminate all Options not exercised  within such 90-day period,  and that all
then-remaining   restrictions   pertaining   to  Awards  under  the  Plan  shall
immediately lapse; and/or

     (ii) notify all Grantees that all Options or Awards  granted under the Plan
shall be assumed by the successor  corporation  or  substituted  on an equitable
basis with options or restricted stock issued by such successor corporation.

     (c) If the Company is to be liquidated  or dissolved in  connection  with a
reorganization described in Section 5.2(b), the provisions of such Section shall
apply.  In all  other  instances,  the  adoption  of a plan  of  dissolution  or
liquidation of the Company shall, notwithstanding other provisions hereof, cause
all  then-remaining  restrictions  pertaining to Awards under the Plan to lapse,
and shall cause every Option outstanding under the Plan to terminate to the

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extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the shareholders, provided that, notwithstanding other provisions
hereof,  the  Committee  may declare all  Options  granted  under the Plan to be
exercisable  at any time on or before  the fifth  business  day  following  such
adoption   notwithstanding   the  provisions  of  the  respective  Stock  Option
Agreements regarding exercisability.

     (d) The adjustments described in paragraphs (a) through (c) of this Section
5.2,  and the manner of their  application,  shall be  determined  solely by the
Board or the Committee,  and any such adjustment may provide for the elimination
of fractional share interests;  provided,  however,  that any adjustment made by
the  Board or the  Committee  shall be made in a manner  that  will not cause an
Incentive  Stock  Option  to be  other  than an  Incentive  Stock  Option  under
applicable statutory and regulatory  provisions.  The adjustments required under
this  Article V shall apply to any  successors  of the Company and shall be made
regardless  of  the  number  or  type  of  successive   events   requiring  such
adjustments.


                                   ARTICLE VI
                                     OPTIONS

     6.1 Types of Options  Granted.  The Committee may,  under this Plan,  grant
either  Incentive  Stock  Options or Options  which do not qualify as  Incentive
Stock  Options.  Within the  limitations  provided  in this Plan,  both types of
Options  may be granted to the same  person at the same  time,  or at  different
times, under different terms and conditions, as long as the terms and conditions
of  each  Option  are  consistent  with  the  provisions  of the  Plan.  Without
limitation of the foregoing,  Options may be granted subject to conditions based
on the  financial  performance  of the Company or any other factor the Committee
deems relevant.

     6.2 Option Grant and  Agreement.  Each Option  granted  hereunder  shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement  executed by the Company and the Optionee.  The
terms of the Option, including the Option's duration, time or times of exercise,
exercise price,  whether the Option is intended to be an Incentive Stock Option,
and  whether  the Option is to be  accompanied  by the right to receive a Reload
Option, shall be stated in the Stock Option Agreement. No Incentive Stock Option
may be granted  more than ten years after the earlier to occur of the  Effective
Date or the date the Plan is approved by the Company's shareholders.

     Separate  Stock Option  Agreements  may be used for Options  intended to be
Incentive  Stock Options and those not so intended,  but any failure to use such
separate  agreements  shall not invalidate,  or otherwise  adversely  affect the
Optionee's interest in, the Options evidenced thereby.

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     6.3 Optionee  Limitation.  The Committee shall not grant an Incentive Stock
Option to any person who, at the time the Incentive Stock Option is granted:

     (a) is not an employee of the Company or any of its subsidiaries; or

     (b) owns or is considered to own stock possessing at least 10% of the total
combined  voting  power of all  classes  of stock of the  Company  or any of its
parent or subsidiary corporations; provided, however, that this limitation shall
not apply if at the time an Incentive Stock Option is granted the Exercise Price
is at least 110% of the Fair  Market  Value of the Stock  subject to such Option
and such Option by its terms would not be exercisable  after five years from the
date on which the Option is granted.

     6.4 $100,000 Limitation.  Except as provided below, the Committee shall not
grant an  Incentive  Stock  Option  to, or modify  the  exercise  provisions  of
outstanding  Incentive  Stock  Options  held by, any person who, at the time the
Incentive  Stock Option is granted (or modified),  would thereby receive or hold
any  Incentive  Stock Options of the Company and any parent or subsidiary of the
Company,  such  that the  aggregate  Fair  Market  Value  (determined  as of the
respective  dates of grant or  modification  of each  option)  of the stock with
respect to which such Incentive Stock Options are exercisable for the first time
during any calendar year is in excess of $100,000 (or such other limit as may be
prescribed  by the  Code  from  time  to  time);  provided  that  the  foregoing
restriction on  modification  of outstanding  Incentive  Stock Options shall not
preclude the Committee from modifying an outstanding  Incentive Stock Option if,
as a result of such  modification  and with the  consent of the  Optionee,  such
Option no longer  constitutes an Incentive  Stock Option;  and provided that, if
the  $100,000  limitation  (or such  other  limitation  prescribed  by the Code)
described in this Section 6.4 is  exceeded,  the  Incentive  Stock  Option,  the
granting or modification of which resulted in the exceeding of such limit, shall
be treated as an  Incentive  Stock  Option up to the  limitation  and the excess
shall be treated as an Option not qualifying as an Incentive Stock Option.

     6.5 Exercise Price.  The Exercise Price of the Stock subject to each Option
shall be  determined  by the  Committee.  Subject to the  provisions  of Section
6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall not be less
than the Fair Market Value of the Stock as of the date the Option is granted (or
in the case of an Incentive Stock Option that is subsequently  modified,  on the
date of such modification).

     6.6 Exercise  Period.  The period for the  exercise of each Option  granted
hereunder shall be determined by the Committee,  but the Stock Option  Agreement
with  respect to each Option  intended to be an  Incentive  Stock  Option  shall
provide that such Option shall not be  exercisable  after the  expiration of ten
years from the date of grant (or  modification) of the Option.  In addition,  no
Incentive  Stock Option  granted  under the Plan shall be  exercisable  prior to
shareholder approval of the Plan.

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     6.7 Option Exercise.

     (a) Unless otherwise  provided in the Stock Option Agreement or Section 6.6
hereof,  an Option may be  exercised at any time or from time to time during the
term of the Option as to any or all full shares  which have  become  Purchasable
under  the  provisions  of the  Option,  but not at any time as to less than 100
shares unless the remaining shares that have become so Purchasable are less than
100 shares.  The  Committee  shall have the  authority to prescribe in any Stock
Option  Agreement  that the Option may be exercised  only in  accordance  with a
vesting schedule during the term of the Option.

     (b) An Option  shall be  exercised  by (i)  delivery  to the Company at its
principal office a written notice of exercise with respect to a specified number
of shares of Stock and (ii)  payment to the  Company at that  office of the full
amount of the  Exercise  Price for such  number  of  shares in  accordance  with
Section 6.7(c). If requested by an Optionee, an Option may be exercised with the
involvement  of a stockbroker  in accordance  with the federal  margin rules set
forth  in  Regulation  T  (in  which  case  the  certificates  representing  the
underlying shares will be delivered by the Company directly to the stockbroker).

     (c) The  Exercise  Price is to be paid in full in cash upon the exercise of
the Option and the Company shall not be required to deliver certificates for the
shares purchased until such payment has been made;  provided,  however,  that in
lieu of cash,  all or any portion of the Exercise Price may be paid by tendering
to the  Company  shares of Stock duly  endorsed  for  transfer  and owned by the
Optionee,  or by  authorization  to the  Company  to  withhold  shares  of Stock
otherwise  issuable  upon  exercise of the  Option,  in each case to be credited
against the  Exercise  Price at the Fair Market Value of such shares on the date
of  exercise  (however,  no  fractional  shares may be so  transferred,  and the
Company shall not be obligated to make any cash payments in consideration of any
excess  of the  aggregate  Fair  Market  Value of  shares  transferred  over the
aggregate  Exercise Price);  provided  further,  that the Board may provide in a
Stock Option Agreement (or may otherwise determine in its sole discretion at the
time of  exercise)  that,  in lieu of cash or  shares,  all or a portion  of the
Exercise Price may be paid by the Optionee's  execution of a recourse note equal
to the Exercise Price or relevant  portion  thereof,  subject to compliance with
applicable state and federal laws, rules and regulations.

     (d) In addition to and at the time of payment of the  Exercise  Price,  the
Optionee shall pay to the Company in cash the full amount of any federal, state,
and local  income,  employment,  or other  withholding  taxes  applicable to the
taxable income of such Optionee  resulting from such exercise.  However,  in the
discretion of the Committee any Stock Option Agreement may provide that all or


                                       19
<PAGE>
any portion of such tax  obligations,  together with  additional  taxes not
exceeding the actual  additional taxes to be owed by the Optionee as a result of
such exercise,  may, upon the irrevocable  election of the Optionee,  be paid by
tendering to the Company  whole  shares of Stock duly  endorsed for transfer and
owned by the Optionee,  or by authorization to the Company to withhold shares of
Stock  otherwise  issuable upon  exercise of the Option,  in either case in that
number of shares having a Fair Market Value on the date of exercise equal to the
amount of such taxes thereby being paid, and subject to such  restrictions as to
the approval and timing of any such  election as the  Committee may from time to
time  determine to be necessary or  appropriate to satisfy the conditions of the
exemption  set forth in Rule  16b-3  under  the  Exchange  Act,  if such rule is
applicable.

     (e)  The  holder  of an  Option  shall  not  have  any of the  rights  of a
shareholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to the Optionee upon the exercise of the
Option.

     6.8 Reload Options.

     (a) The Committee may specify in a Stock Option Agreement (or may otherwise
determine in its sole discretion) that a Reload Option shall be granted, without
further  action of the  Committee,  (i) to an Optionee  who  exercises an Option
(including  a Reload  Option)  by  surrendering  shares of Stock in  payment  of
amounts specified in Sections 6.7(c) or 6.7(d) hereof,  (ii) for the same number
of shares as are  surrendered to pay such amounts,  (iii) as of the date of such
payment and at an Exercise  Price equal to the Fair Market Value of the Stock on
such date,  and (iv)  otherwise on the same terms and  conditions  as the Option
whose exercise has occasioned such payment,  subject to such other conditions or
terms as the  Committee  shall  specify  at the time  such  exercised  Option is
granted.

     (b) Unless  provided  otherwise  in the Stock  Option  Agreement,  a Reload
Option may not be  exercised  by an Optionee  (i) prior to the end of a one-year
period  from the date that the Reload  Option is  granted,  and (ii)  unless the
Optionee  retains  beneficial  ownership  of the shares of Stock  issued to such
Optionee upon exercise of the Option referred to above in Section  6.8(a)(i) for
a period of one year from the date of such exercise.

     6.9  Nontransferability  of Option.  No Option shall be  transferable by an
Optionee other than by will or the laws of descent and  distribution  or, in the
case of Options  other than  Incentive  Stock  Options,  pursuant to a Qualified
Domestic Relations Order, and no Option shall be transferable by an Optionee who
is a Section 16 Insider prior to  shareholder  approval of the Plan.  During the
lifetime of an Optionee,  Options shall be exercisable only by such Optionee (or
by such Optionee's guardian or legal representative, should one be appointed).


                                       20
<PAGE>
     6.10  Termination  of Employment or Service.  The Committee  shall have the
power to specify,  with respect to the Options granted to a particular Optionee,
the effect upon such  Optionee's  right to exercise an Option of  termination of
such Optionee's employment or service under various circumstances,  which effect
may include immediate or deferred termination of such Optionee's rights under an
Option, or acceleration of the date at which an Option may be exercised in full;
provided,  however,  that in no event may an Incentive Stock Option be exercised
after the expiration of ten years from the date of grant thereof. Unless a Stock
Option Agreement specifically provides otherwise,  in the event the recipient of
an Option or Award is terminated  from his or her employment or other service to
the Company or its subsidiaries for Cause, Options and Awards, whether vested or
unvested,  granted to such  person  shall  terminate  immediately  and shall not
thereafter be exercisable.

     6.11  Employment  Rights.  Nothing  in  the  Plan  or in any  Stock  Option
Agreement  shall confer on any person any right to continue in the employ of the
Company or any of its subsidiaries, or shall interfere in any way with the right
of the Company or any of its subsidiaries to terminate such person's  employment
at any time.

     6.12 Certain  Successor  Options.  To the extent not inconsistent  with the
terms,  limitations  and  conditions  of Code  Section  422 and any  regulations
promulgated with respect thereto,  an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired,  by merger or otherwise,
by the Company (or any  subsidiary of the Company) may contain terms that differ
from those  stated in this  Article  VI, but solely to the extent  necessary  to
preserve  for any such  employee  the  rights  and  benefits  contained  in such
predecessor option, or to satisfy the requirements of Code Section 424(a).

     6.13 Effect of Change in Control. The Committee may determine,  at the time
of granting an Option or thereafter,  that such Option shall become  exercisable
on an  accelerated  basis in the event  that a Change  in  Control  occurs  with
respect to the Company (and the  Committee  shall have the  discretion to modify
the definition of a Change in Control in a particular Option Agreement).  If the
Committee  finds  that  there  is a  reasonable  possibility  that,  within  the
succeeding  six  months,  a Change in Control  will  occur  with  respect to the
Company,  then the Committee may determine that all outstanding Options shall be
exercisable on an accelerated basis.


                                   ARTICLE VII
                                RESTRICTED STOCK

     7.1  Awards  of  Restricted  Stock.  The  Committee  may  grant  Awards  of
Restricted Stock, which shall be governed by a Restriction Agreement between the
Company  and  the  Grantee.   Each  Restriction  Agreement  shall  contain  such
restrictions,  terms,  and conditions as the Committee  may, in its  discretion,
determine, and may require that an appropriate legend be placed on the

                                       21

<PAGE>
certificates evidencing the subject Restricted Stock. Shares of Restricted
Stock granted  pursuant to an Award hereunder shall be issued in the name of the
Grantee as soon as reasonably  practicable after the Award is granted,  provided
that the Grantee has executed the Restriction Agreement governing the Award, the
appropriate  blank stock powers,  and, in the  discretion of the  Committee,  an
escrow  agreement and any other  documents  which the Committee may require as a
condition to the issuance of such shares. If a Grantee shall fail to execute the
foregoing  documents  within any time period  prescribed by the  Committee,  the
Award  shall be void.  At the  discretion  of the  Committee,  shares  issued in
connection  with an Award  may be held by the  Company  for the  account  of the
Grantee  or  deposited  together  with the stock  powers  with an  escrow  agent
designated by the Committee.  Unless the Committee  determines  otherwise and as
set forth in the Restriction Agreement, upon issuance of the shares, the Grantee
shall  have all of the rights of a  shareholder  with  respect  to such  shares,
including  the right to vote the shares and to receive  all  dividends  or other
distributions  paid or made with  respect to the  shares.  Unless the  Committee
determines  otherwise,  not more than 20,000 shares of  Restricted  Stock may be
awarded  to any  individual  in the  aggregate  in any  one  fiscal  year of the
Company,  such  limitation  to  be  applied  in a  manner  consistent  with  the
requirements  of, and only to the  extent  required  for  compliance  with,  the
exclusion from the limitation on  deductibility  of  compensation  under Section
162(m) of the Code.

     7.2  Non-Transferability.  Until any  restrictions  upon  Restricted  Stock
awarded  to a Grantee  shall have  lapsed in a manner set forth in Section  7.3,
such shares of Restricted Stock shall not be transferable  other than by will or
the laws of descent  and  distribution,  or  pursuant  to a  Qualified  Domestic
Relations Order, nor shall they be delivered to the Grantee.

     7.3 Lapse of  Restrictions.  Restrictions  upon  Restricted  Stock  awarded
hereunder  shall lapse at such time or times and on such terms and conditions as
the Committee may, in its discretion, determine at the time the Award is granted
or thereafter.

     7.4  Termination  of  Employment.  The  Committee  shall  have the power to
specify,  with  respect to each Award  granted to any  particular  Grantee,  the
effect upon such Grantee's  rights with respect to such Restricted  Stock of the
termination  of such Grantee's  employment  under various  circumstances,  which
effect may include immediate or deferred  forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.

     7.5  Treatment of Dividends.  At the time an Award of  Restricted  Stock is
made the Committee  may, in its  discretion,  determine  that the payment to the
Grantee of any dividends,  or a specified  portion thereof,  declared or paid on
such  Restricted  Stock shall be (i) deferred  until the lapsing of the relevant
restrictions  and (ii) held by the Company for the account of the Grantee  until
such lapsing. In the event of such deferral,  there shall be credited at the end
of each year (or portion thereof) interest on the amount of the account at the


                                       22
<PAGE>
beginning of the year at a rate per annum determined by the Committee.
Payment of deferred  dividends,  together with interest  thereon,  shall be made
upon the  lapsing of  restrictions  imposed on such  Restricted  Stock,  and any
dividends deferred (together with any interest thereon) in respect of Restricted
Stock shall be forfeited upon any forfeiture of such Restricted Stock.

     7.6 Delivery of Shares.  Except as provided  otherwise in Article IX below,
within a reasonable  period of time following the lapse of the  restrictions  on
shares of Restricted  Stock, the Committee shall cause a stock certificate to be
delivered  to the Grantee  with  respect to such shares and such shares shall be
free of all restrictions hereunder.


                                  ARTICLE VIII
                            STOCK APPRECIATION RIGHTS

     8.1 SAR Grants.  The Committee,  in its sole  discretion,  may grant to any
Grantee an SAR. The Committee may impose such  conditions or restrictions on the
exercise of any SAR as it may deem appropriate,  including,  without limitation,
restricting  the time of  exercise  of the SAR to  specified  periods  as may be
necessary  to satisfy  the  requirements  of Rule  16b-3.  Unless the  Committee
determines  otherwise,  an SAR  providing  for not more than  20,000  equivalent
shares of Stock may be awarded to any  individual  in the  aggregate  in any one
fiscal year of the Company, such limitation to be applied in a manner consistent
with the  requirements  of, and only to the extent required for compliance with,
the exclusion from the limitation on deductibility of compensation under Section
162(m) of the Code.

     8.2  Determination  of Price.  The SAR Price  shall be  established  by the
Committee in its sole  discretion.  The SAR Price shall not be less than 100% of
the Fair  Market  Value of the Stock on the date the SAR is  granted  for an SAR
issued in tandem with an Incentive Stock Option.

     8.3  Exercise  of an SAR.  Upon  exercise of an SAR,  the Grantee  shall be
entitled, subject to the terms and conditions of this Plan and the Agreement, to
receive  the  excess for each share of Stock  being  exercised  under the SAR of
(i) the  Fair Market  Value of such share of Stock on the date of exercise  over
(ii) the SAR Price for such share of Stock.

     8.4  Payment  for an SAR.  At the sole  discretion  of the  Committee,  the
payment of such  excess  shall be made in  (i) cash,  (ii) shares  of Stock,  or
(iii) a  combination  of both.  Shares of Stock used for this  payment  shall be
valued at their Fair Market Value on the date of exercise of the applicable SAR.

     8.5 Status of an SAR under the Plan. Shares of Stock subject to an Award of
an SAR shall be  considered  shares of Stock which may be issued  under the Plan
for purposes of Section 5.1 hereof, unless the Agreement making the Award of the


                                       23
<PAGE>
SAR provides that the exercise of such SAR results in the termination of an
unexercised Option for the same number of shares of Stock.

     8.6  Termination  of  Employment.  The  Committee  shall  have the power to
specify,  with respect to each SAR granted to any particular Grantee, the effect
upon such Grantee's  rights with respect to such SAR of the  termination of such
Grantee's  employment  under  various  circumstances,  which  effect may include
immediate  or deferred  forfeiture  of such SAR or  acceleration  of the date at
which any then-remaining restrictions shall lapse.

     8.7  No  Shareholder  Rights.  The  Grantee  shall  have  no  rights  as  a
shareholder with respect to an SAR. In addition, no adjustment shall be made for
dividends  (ordinary  or  extraordinary,  whether in cash,  securities  or other
property) or distributions or rights except as provided in Section 5.2 hereof.


                                   ARTICLE IX
                               STOCK CERTIFICATES

     The Company shall not be required to issue or deliver any  certificate  for
shares of Stock  purchased upon the exercise of any Option granted  hereunder or
any portion  thereof,  or deliver any certificate for shares of Restricted Stock
granted hereunder, prior to fulfillment of all of the following conditions:

     (a) The admission of such shares to listing on all stock exchanges on which
the Stock is then listed;

     (b) The  completion  of any  registration  or other  qualification  of such
shares which the Committee  shall deem necessary or advisable  under any federal
or state law or under the rulings or  regulations of the Securities and Exchange
Commission or any other governmental regulatory body;

     (c) The  obtaining of any approval or other  clearance  from any federal or
state  governmental  agency or body which the  Committee  shall  determine to be
necessary or advisable; and

     (d) The lapse of such  reasonable  period of time following the exercise of
the  Option  as the  Board  from  time to time  may  establish  for  reasons  of
administrative convenience.

     Stock  certificates  issued  and  delivered  to  Grantees  shall  bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable federal and state securities laws.

                                       24

<PAGE>
                                    ARTICLE X
                            TERMINATION AND AMENDMENT

     10.1  Termination  and  Amendment.  The Board may at any time terminate the
Plan,  and may at any time and from  time to time and in any  respect  amend the
Plan;  provided,  however,  that the Board  (unless its actions are  approved or
ratified by the  shareholders  of the Company  within  twelve months of the date
that the Board amends the Plan) may not amend the Plan to:

     (a)  Increase  the total  number of shares of Stock  issuable  pursuant  to
Incentive Stock Options, except as contemplated in Sections 5.1 and 5.2;

     (b) Change the class of  employees  eligible  to  receive  Incentive  Stock
Options that may participate in the Plan; or

     (c) Otherwise  materially  increase the benefits  accruing to recipients of
Incentive Stock Options under the Plan.

     10.2 Effect on Grantee's Rights. No termination, amendment, or modification
of the Plan shall  affect  adversely a  Grantee's  rights  under a Stock  Option
Agreement  or  Restriction  Agreement  without the consent of the Grantee or his
legal representative.


                                   ARTICLE XI
                    RELATIONSHIP TO OTHER COMPENSATION PLANS

     The  adoption  of the  Plan  shall  not  affect  any  other  stock  option,
incentive,  or other  compensation plans in effect for the Company or any of its
subsidiaries;  nor shall the adoption of the Plan preclude the Company or any of
its  subsidiaries  from  establishing  any  other  form of  incentive  or  other
compensation  plan for  employees  or  Directors  of the  Company  or any of its
subsidiaries.

                                   ARTICLE XII
                                  MISCELLANEOUS

     12.1  Replacement  or  Amended  Grants.  At  the  sole  discretion  of  the
Committee,  and  subject  to the terms of the Plan,  the  Committee  may  modify
outstanding  Options or Awards or accept the surrender of outstanding Options or
Awards and grant new Options or Awards in  substitution  for them.  However,  no
modification  of an Option or Award shall  adversely  affect a Grantee's  rights
under a Stock Option Agreement or Restriction  Agreement  without the consent of
the Grantee or his legal representative.


                                       25
<PAGE>
     12.2  Forfeiture  for  Competition.  If a Grantee  provides  services  to a
competitor  of the Company or any of its  subsidiaries,  whether as an employee,
officer, director, independent contractor, consultant, agent, or otherwise, such
services being of a nature that can reasonably be expected to involve the skills
and experience used or developed by the Grantee while an employee of the Company
or  subsidiary,  then  that  Grantee's  rights  under  any  Options  outstanding
hereunder shall be forfeited and terminated,  and any shares of Restricted Stock
held by such  Grantee  subject to  remaining  restrictions  shall be  forfeited,
subject in each case to a determination to the contrary by the Committee.

     12.3  Plan  Binding  on  Successors.  The Plan  shall be  binding  upon the
successors and assigns of the Company.

     12.4 Singular,  Plural; Gender. Whenever used herein, nouns in the singular
shall include the plural,  and the masculine  pronoun shall include the feminine
gender.

     12.5  Headings,  etc.,  No Part of Plan.  Headings of Articles and Sections
hereof are inserted for convenience  and reference;  they do not constitute part
of the Plan.

     12.6  Interpretation.  With  respect to Section 16  Insiders,  transactions
under this Plan are intended to comply with all  applicable  conditions  of Rule
16b-3 or its  successors  under the Exchange Act. To the extent any provision of
the Plan or action by the Plan  administrators  fails to so comply,  it shall be
deemed  void to the extent  permitted  by law and deemed  advisable  by the Plan
administrators.

                                       26