EDNET, INC.

                             1998 STOCK OPTION PLAN





1.  Introduction

         This Stock Option Plan (the "Plan") has been adopted effective as of
April 3, 1998 to encourage stock ownership by directors and employees of EDnet,
Inc. (the "Company"), a Colorado corporation, and its subsidiaries
(collectively, the "Subsidiaries" and individually, a "Subsidiary"), in order to
increase their proprietary interest in the success of the Company and to
encourage them to provide future services to the Company. Options granted under
this Plan may be either Incentive Stock Options (as defined and provided for in
Section 5(a) of this Plan) or Nonstatutory Stock Options (as defined and
provided for in Section 5(b) of this Plan). The term "option" when used
hereinafter shall refer to either Incentive Stock Options or Nonstatutory Stock
Options, or both. The term "Award" when used hereinafter shall refer to options
awarded under the Plan.

2.  Administration

         (a) This plan shall be administered by the Board of Directors of the
Company (the "Board") or, if the Board so determines, by a duly appointed
committee of the Board (the "Committee"), provided that except as otherwise
provided below, in the case of any Awards to directors or officers that are or
become subject to Section 16 of the Securities Exchange Act of 1934, the
Committee shall have exclusive responsibility for and authority to administer
the Plan unless the Board expressly determines otherwise. Subject to the
foregoing and to the express provisions of this Plan, the Board or the
Committee, as applicable, shall have plenary authority, in its sole discretion:

                    (i) To determine the time or times at which, and the
directors and employees to whom, options shall be awarded under this Plan;

                   (ii) To determine, as the case may be, the Incentive Stock
Option Price or Nonstatutory Stock Option Price (both as defined herein) of, and
the number of shares of Stock (as defined herein) to be covered by, options
granted under this Plan;

                  (iii) To determine the time or times at which each option
granted under this Plan may be exercised, including whether such option may be
exercised in whole or in installments; provided, however, that options granted
hereunder must be exercisable at the rate of at least 20% per year over 5 years
from the date of grant;

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                   (iv) To determine the restrictions, if any, applicable to
shares of Stock obtained upon the exercise of any option granted hereunder;
provided, however, that if such restrictions restrict the transfer of such
shares and give the Company the right to repurchase all (but not less than all)
of such shares upon a Grantee's termination of employment, the following
restrictions shall apply:

                           (1) If the  repurchase  price is equal to the  higher
of the original Option Price or the fair market value of the shares of Stock on
the date of termination of employment, the right to repurchase must be exercised
for cash or cancellation of purchase money indebtedness within 90 days of
termination of employment or exercise of the option, whichever is later, and
such right must terminate when the Stock becomes publicly traded; or

                           (2) If the repurchase price is equal to the original
Option Price, the right to repurchase shall be nontransferable by the Company
and must lapse at the rate of at least 20% per year over 5 years from the date
the option is granted (without respect to the date the option was exercised or
became exercisable), and must be exercised for cash or cancellation of purchase
money indebtedness within 90 days of termination of employment or exercise of
the option, whichever is later.

                    (v) To interpret this Plan and to prescribe, amend and
rescind rules and regulations relating to it; and

                   (vi) To make all other determinations which the Board or
Committee shall deem necessary or advisable for the administration of this Plan.

         (b) The membership of the Committee shall at all times consist of not
less than two members of the Board and shall be constituted to permit the Plan
to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"), or any successor rule ("Rule 16b-3"), if the Board
determines it to be in the best interests of the Company to qualify the Plan for
the exemptions from Section 16 of the Exchange Act afforded by Rule 16b-3.
Without limiting the foregoing, from and after the date the Board determines to
bring the Plan into compliance with Rule 16b-3, no director shall serve on the
Committee at any time within one year following such director's receipt of any
grant or award of an equity security of the Company or any related entity if
such grant or award prevents such director from qualifying as a "disinterested
person" within the meaning of Rule 16b-3(c)(2).

         The Committee shall have all of the powers and duties set forth herein,
as well as such additional powers and duties as the Board may delegate to it;
provided, however, that the Board expressly retains the right (i) to determine
whether the shares of Stock reserved for issuance upon the exercise of options
awarded under this Plan shall be issued shares or unissued shares, (ii) to
appoint the members of the Committee, and (iii) to terminate or amend this Plan.
The Board may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed, may fill vacancies in the
Committee, however caused, and may discharge the Committee. Duly authorized
actions of the Committee shall constitute actions of the Board for the purposes
of this Plan and the administration thereof.

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3.  Stock

         Except as provided in Section 9 of this Plan, the number of shares
which may at any time be made subject to options, or which may be issued upon
the exercise of options granted under this Plan, shall be limited to three
million (3,000,000) shares of the Common Stock, of the Company (the "Stock").
The shares reserved for issuance pursuant to this Plan may consist either of
authorized but previously unissued shares of Stock, or of issued shares of Stock
which have been reacquired by the Company, as determined from time to time by
the Board.

         Except as otherwise provided in Section 9 of this Plan, if any option
granted under this Plan expires, terminates or is canceled for any reason
without having been exercised in full, the shares of Stock allocable to the
unexercised portion of such option may again be made subject to an option award
under this Plan.

4.  Eligibility

         Awards may be granted under this Plan to such directors and employees
of the Company or a Subsidiary as shall be designated by the Board or the
Committee in accordance with Section 2 of this Plan, provided that Incentive
Stock Options, as defined below, may be awarded only to regular full time
employees of the Company or a Subsidiary (including, but not limited to,
employees who serve as officers or directors). Any person granted an Award under
this Plan shall remain eligible to receive one or more additional grants
thereafter, notwithstanding that options previously granted to such person
remain unexercised in whole or in part.

5.  Terms of Options

         This Plan is intended to authorize the Board or the Committee to grant,
in its discretion, options that qualify as incentive stock options pursuant to
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"),
(such qualifying options being referred to herein as "Incentive Stock Options")
or options that do not so qualify (such nonqualifying options being referred to
herein as "Nonstatutory Stock Options"). Each option granted under this Plan
shall be evidenced by a written option agreement which shall be executed and
delivered as provided in Section 11 of this Plan and which shall specify whether
the option granted therein is an Incentive Stock Option or a Nonstatutory Stock
Option.

         (a) Terms of Incentive Stock Options. Each stock option agreement
covering an Incentive Stock Option granted under this Plan and any amendment
thereof, other than an amendment to convert an Incentive Stock Option into a
Nonstatutory Stock Option, shall conform to the provisions of Section 5(a)(i) -
(iv) below, and may contain such other terms and provisions consistent with the
requirements of this Plan as the Board or the Committee shall deem appropriate:

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                    (i) Incentive Stock Option Price. The purchase price of each
of the shares of Stock subject to an Incentive Stock Option (the "Incentive
Stock Option Price") shall be a stated price which is not less than the fair
market value of such share of Stock, determined in accordance with Section 7 of
this Plan, as of the date such Incentive Stock Option is granted; provided,
however, that if an employee, at the time an Incentive Stock Option is granted
to him, owns stock representing more than 10% of the total combined voting power
of all classes of stock of the Company or of the parent corporation (as defined
in Section 424(e) of the Code), if any, of the Company, or any of the
Subsidiaries (or, under Section 424(d) of the Code, is deemed to own stock
representing more than 10% of the total combined voting power of all such
classes of stock, by reason of the ownership of such classes of stock, directly
or indirectly, by or for any brother, sister, spouse, ancestor, or lineal
descendent of such employee, or by or for any corporation, partnership, estate
or trust of which such employee is a shareholder, partner or beneficiary), then
the Incentive Stock Option Price of each share of Stock subject to such
Incentive Stock Option shall be at least 110% of the fair market value of such
share of Stock, as determined in the manner stated above.

                   (ii) Term of Incentive Stock Options. Incentive Stock Options
granted under this Plan shall be exercisable for such periods as shall be
determined by the Board or the Committee at the time of grant of each such
Incentive Stock Option, but in no event shall an Incentive Stock Option be
exercisable after the expiration of 10 years from the date of grant; provided,
however, that an Incentive Stock Option granted to any employee as to whom the
Incentive Stock Option Price of each share of stock subject thereto is required
to be 110% of the fair market value of such share of Stock pursuant to Section
5(a)(i) above, shall not be exercisable after the expiration of 5 years from the
date of grant. Each Incentive Stock Option granted under this Plan shall also be
subject to earlier termination as provided in this Plan.

                  (iii) Vesting of Incentive Stock Options. Notwithstanding any
other provision of this Plan, no employee shall be granted an Incentive Stock
Option in any calendar year which causes such employee's "annual vesting amount"
to exceed $100,000. An employee's "annual vesting amount" is the aggregate fair
market value of the shares of Stock subject to Incentive Stock Options
(determined in accordance with Section 7 of this Plan as of the respective dates
of grant of individual options) with respect to which such options are first
exercisable during the calendar year. For purposes of the foregoing, the
aggregate fair market value of shares of Stock with respect to which Incentive
Stock Options are first exercisable during the calendar year shall be determined
by taking into account all Incentive Stock Options granted to the employee under
all current stock option plans of the Company, and its parent corporation (as
defined in Section 424(e) of the Code), if any.

                   (iv)  Exercise of Incentive Stock Options.

                           (A)  Subject  to  the  provisions  of  Sections  5(a)
(iv)(E), 8 and 9 of this Plan, Incentive Stock Options granted under this Plan
may be exercised in whole or in installments, to such extent, and at such time
or times during the terms thereof, as shall be determined by the Board or the
Committee at the time of grant of each such option.

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                           (B) Incentive Stock Options granted under this Plan
shall be exercisable only by delivery to the Company of written notice of
exercise, which notice shall state the number of shares with respect to which
such Incentive Stock Option is exercised, the date of grant of the Incentive
Stock Option, the aggregate purchase price for the shares with respect to which
the Incentive Stock Option is exercised and the effective date of such exercise,
which date shall not be earlier than the date the notice is received by the
Company nor later than the date upon which such Incentive Stock Option expires.
The written notice of exercise shall be sent together with the full Incentive
Stock Option Price of the shares purchased, which may be paid (i) in cash, (ii)
in shares of any class of issued and outstanding stock of the Company held for
more than six months by the option holder, whether preferred or common, (iii) by
the delivery of any other lawful consideration approved by the Board or the
Committee, or (iv) by any combination of the foregoing. If any portion of the
Incentive Stock Option Price is paid in shares of stock of the Company, such
shares shall be valued at their fair market value, as determined in accordance
with Section 7 of this Plan, as of the effective date of exercise of the
Incentive Stock Option.

                           (C) Except as provided to the contrary in Section 8
of this Plan, an Incentive Stock Option granted hereunder shall remain
outstanding and shall be exercisable only so long as the person to whom such
Incentive Stock Option was granted remains an officer or employee of the
Company, the parent corporation, if any, of the Company, or any of the
Subsidiaries.

                           (D) All Incentive Stock Options granted under this
Plan shall be nontransferable, except by will or the laws of descent and
distribution, and shall be exercisable during the lifetime of the person to whom
granted only by such person (or his duly appointed, qualified, and acting
personal representative).

                           (E) No Incentive Stock Option may be exercised as to
fewer than 100 shares of Stock at any one time without the consent of the Board
or the Committee, unless the number of shares to be purchased upon such exercise
is the total number of shares at the time available for purchase under such
Incentive Stock Option.

         (b) Terms of Nonstatutory Stock Options. Each stock option agreement
covering a Nonstatutory Stock Option granted under this Plan and any amendment
thereof shall conform to the provisions of Section 5(b)(i) - (iii) below, and
may contain such other terms and provisions consistent with the requirements of
this Plan as the Board or the Committee shall deem appropriate:

                    (i) Nonstatutory Stock Option Price. The purchase price of
each of the shares of Stock subject to a Nonstatutory Stock Option (the
"Nonstatutory Stock Option Price") shall be a stated price which is not less
than 85% of the fair market value of such share of Stock, determined in
accordance with Section 7 of this Plan, as of the date such Nonstatutory Option
is granted; provided, however, that if an employee or director at the time a
Nonstatutory Stock Option is granted to him, owns stock representing more than
10% of the total combined voting power of all classes of stock of the Company or
of the parent corporation (as defined in Section 424(e) of the Code), if any, of
the Company, or any of the Subsidiaries (or, under Section 424(d) of the Code,
is deemed to own stock representing more than 10% of the total combined voting
power of all such classes of stock, by reason of the ownership of such classes
of stock, directly or indirectly, by or for any brother, sister, spouse,
ancestor, or lineal descendent of such employee, or by or for any corporation,
partnership, estate or trust of which such employee is a shareholder, partner or
beneficiary), then the Nonstatutory Stock Option Price of each share of Stock
subject to such Nonstatutory Stock Option shall be at least 110% of the fair
market value of such share of Stock, as determined in the manner stated above.

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                   (ii) Term of Nonstatutory Stock Options. Nonstatutory Stock
Options granted under this Plan shall be exercisable for such periods as shall
be determined by the Board or the Committee at the time of grant of each such
Nonstatutory Stock Option, but in no event shall a Nonstatutory Stock Option be
exercisable after the expiration of 10 years from the date of grant. Each
Nonstatutory Stock Option granted under this Plan shall also be subject to
earlier termination as provided in this Plan.

                  (iii)  Exercise of Nonstatutory Stock Options.

                           (A)  Subject  to  the  provisions  of  Sections  5(b)
(iii)(E), 8 and 9 of this Plan, Nonstatutory Stock Options granted under this
Plan may be exercised in whole or in installments, to such extent, and at such
time or times during the terms thereof, as shall be determined by the Board or
the Committee at the time of grant of each such option.

                           (B) Nonstatutory Stock Options granted under this
Plan shall be exercisable only by delivery to the Company of written notice of
exercise, which notice shall state the number of shares with respect to which
such Nonstatutory Stock Option is exercised, the date of grant of the
Nonstatutory Stock Option, the aggregate purchase price for the shares with
respect to which the Nonstatutory Stock Option is exercised and the effective
date of such exercise, which date shall not be earlier than the date the notice
is received by the Company nor later than the date upon which such Nonstatutory
Stock Option expires. The written notice of exercise shall be sent together with
the full Nonstatutory Stock Option Price of the shares purchased, which may be
paid (i) in cash, (ii) in shares of any class of issued and outstanding stock of
the Company held for more than six months by the option holder, whether
preferred or common, (iii) by the delivery of any other lawful consideration
approved by the Board or the Committee, or (iv) by any combination of the
foregoing. If any portion of the Nonstatutory Stock Option Price is paid in
shares of stock of the Company, such shares shall be valued at their fair market
value, as determined in accordance with Section 7 of this Plan, as of the
effective date of exercise of the Nonstatutory Stock Option.

                           (C) Except as provided to the contrary in Section 8
of this Plan, a Nonstatutory Stock Option granted hereunder shall remain
outstanding and shall be exercisable only so long as the person to whom such
Nonstatutory Stock Option was granted remains either a director or employee of
the Company, the parent corporation, if any, of the Company, or any of the
Subsidiaries.

                           (D) All Nonstatutory Stock Options granted under this
Plan shall be nontransferable, except by will or the laws of descent and
distribution, and shall be exercisable during the lifetime of the person to whom
granted only by such person (or his duly appointed, qualified, and acting
personal representative).

                           (E) No Nonstatutory Stock Option may be exercised as
to fewer than 100 shares at any one time without the consent of the Board or the
Committee, unless the number of shares to be purchased upon such exercise is the
total number of shares at the time available for purchase under such
Nonstatutory Stock Option.

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6.  Rights of Grantees

         No holder of an option shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to
such option unless and until his option shall have been exercised pursuant to
the terms thereof, the Company shall have issued and delivered to the holder of
the option the shares of Stock as to which he has exercised his option, and his
name shall have been entered as a stockholder of record on the books of the
Company. Thereupon, such person shall have full voting and other ownership
rights with respect to such shares of Stock.

7.  Determination of Fair Market Value

         For the purposes of this Plan, the fair market value of a share of
stock of the Company shall be determined as follows: (i) if on the date as of
which such determination is made the class of stock being valued is admitted to
trading on a national securities exchange or exchanges for which actual sale
prices are regularly reported, or actual sales prices are otherwise regularly
published for such stock, the fair market value of a share of such stock shall
be deemed to be equal to the average of the closing sale prices reported for
such stock on each of the five (5) trading dates immediately preceding the date
as of which such determination is made; or (ii) if on the date as of which such
determination is made no such closing sales prices are reported, but quotations
for the class of stock being valued are regularly listed on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or
another comparable system, the fair market value of a share of such stock shall
be deemed to be equal to the mean of the average of the closing bid and asked
prices for such stock quoted on such system on each of the five (5) trading
dates immediately preceding the date as of which such determination is made; or,
(iii) if no such quotations or actual sales prices are available, the fair
market value of a share of such stock shall be deemed to be the average of the
closing bid and asked prices furnished by a professional securities dealer
making a market in such shares, as selected by the Board of Directors, for the
trading date as of which such determination is made (or the immediately
preceding trading date if the date of determination is not a trading date);
provided, however, that if none of Sections (i) through (iii) above are
applicable, or the Board or the Committee determines in good faith that the
approach specified in those Sections does not properly reflect the fair market
value of such stock, the Board or the Committee may determine the fair market
value of a share of stock of the Company on the basis of such factors as it
shall deem appropriate.

8.  Retirement, Termination of Employment or Death of Holders of Options

         (a) Death, Retirement or Disability. If an employee to whom an Award
has been granted under this Plan dies while providing services to the Company or
a Subsidiary, retires from employment with the Company or a Subsidiary after
attaining his retirement date (as may be prescribed by the Company), or
terminates employment with the Company or a Subsidiary as a result of "permanent
and total disability" (as that term is defined by Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended), any restrictions then applicable to
such Award shall continue as if the employee had not terminated employment and
such Award shall thereafter be exercisable, in whole or in part, by the person
to whom granted (or by his duly appointed, qualified, and acting personal
representative, his estate, or by a person who acquired the right to exercise
such option by bequest or inheritance from the Grantee) in the manner set forth
in Section 5 of this Plan, at any time within the remaining term of such Award.

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         (b) Other Termination of Service or Employment. Except as otherwise
provided in Section 8(a) above, if a person to whom an option has been granted
under this Plan ceases to be either a director or employee of the Company or a
Subsidiary, such option shall continue to be exercisable to the same extent that
it was exercisable on the last day on which such person was either a director or
employee for a period of 30 days thereafter, or for such longer period as may be
determined by the Board or the Committee at the time of grant, whereupon such
option shall terminate and shall not thereafter be exercisable. No Award made
under this Plan shall be affected by any change of duties or position of the
person to whom such Award was made or by any temporary leave of absence granted
to such person by the Company or any of its Subsidiaries.

         (c) Termination with Board Approval. If a Grantee ceases to be either a
director or employee of the Company or a Subsidiary for any reason covered by
Section 8(b) above, and the Board or the Committee expressly determines that for
purposes of this Section 8(c) such termination of service or employment is in
the best interests of the Company, then notwithstanding anything herein to the
contrary, an option awarded to such Grantee hereunder shall be exercisable by
such Grantee or by the estate of such Grantee, or by a person who acquired the
right to exercise such option by bequest or inheritance from the Grantee, for
such additional period following termination of service or employment as shall
be determined by the Board or the Committee, but in no event later than the date
upon which such option would have expired absent such termination of service or
employment. Any such extended option shall be exercisable only to the extent and
in the manner exercisable by such Grantee at the time of such termination of
service or employment.

9.  Adjustment Upon Changes in Capitalization

         (a) In the event of any change in the number of shares of the
outstanding Stock of the Company effected without the receipt of full and
adequate consideration by the Company, as a consequence of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee shall adjust proportionally the
number and kind of shares subject to this Plan, and the number, kind, and per
share Incentive Stock Option Price or Nonstatutory Stock Option Price (as the
case may be) of shares then subject to Awards outstanding under the Plan. Any
such adjustment shall be made without a change in the aggregate purchase price
of the shares of Stock subject to the unexercised portion of any option. In the
event of any other change affecting any class of stock of the Company subject to
Awards made under the Plan or any distribution (other than normal cash
dividends) to holders of such stock, such adjustments as may be deemed equitable
by the Board or the Committee, including adjustments to avoid fractional shares,
shall be made to give proper effect to such event.

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         (b) Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger or consolidation of the Company with one
or more other corporations in which the Company is not the surviving
corporation, or of the transfer of all or substantially all of the assets or
shares of the Company to another person or entity (any such transaction being
referred to hereinafter as a "Terminating Event"), this Plan and any Award
theretofore made hereunder shall terminate unless provision is made in writing
in connection with such Terminating Event for the continuance of this Plan and
for the assumption of Awards theretofore granted hereunder, or the substitution
for such Awards of new awards issued by the successor corporation, or a parent
or subsidiary thereof, with such appropriate adjustments as may be determined or
approved by the Board or the Committee, in which event this Plan and the Awards
theretofore granted or substituted therefor shall continue in the manner and
under the terms so provided.

10.  Effectiveness of the Plan

         This Plan shall become effective upon its adoption by the Board;
provided, however, that the effectiveness of this Plan shall be subject to the
approval of the stockholders of the Company by the affirmative vote of not less
than the holders of a majority of the shares of the Company's Voting Stock
present in person or represented by proxy at a duly held meeting at which a
quorum is present (or by such greater vote as may be required by applicable law,
regulation or provision of the Certificate of Incorporation or Bylaws of the
Company), or by written consent.

11.  Manner of Grant

         Nothing contained in this Plan or in any resolution heretofore or,
except as provided in this Plan, hereafter adopted by the Board or any committee
thereof or by the stockholders of the Company with respect to this Plan shall
constitute the granting of an Award under this Plan. The granting of an Award
under this Plan shall be deemed to occur only upon the date on which the Board
or the Committee shall approve the grant of such Award. All Awards granted under
this Plan shall be evidenced by a written agreement, in such form as shall be
determined by the Board or the Committee, signed by a representative of the
Board or the Committee and the recipient thereof.

12.  Compliance with Law and Regulations

         The obligation of the Company to sell and deliver any shares of Stock
under this Plan shall be subject to all applicable laws, rules and regulations,
and the obtaining of all approvals by or permits from governmental agencies
deemed necessary or appropriate by the Board or the Committee. Except as
otherwise provided in Section 2 and Section 15 herein, the Board may make such
changes in the Plan and the Board or the Committee may include such terms in any
Award agreement as may be necessary or appropriate, in the opinion of counsel to
the Company, to comply with the rules and regulations of any governmental
authority, or to obtain for employees granted Incentive Stock Options the tax
benefits under the applicable provisions of the Code and the regulations
thereunder.

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13.  Tax Withholding

         The company for whom services are performed (whether the Company or a
Subsidiary) by a director or employee granted an Award under this Plan shall
have the right to deduct or otherwise effect a withholding of any amount
required by federal or state laws to be withheld with respect to the grant,
vesting or exercise of any Award or the sale of stock acquired upon the exercise
of an Incentive Stock Option in order for such company to obtain a tax deduction
otherwise available as a consequence of such grant, vesting, exercise or sale,
as the case may be.

14.  Nonexclusivity of the Plan

         Neither the adoption of this Plan by the Board nor the submission of
this 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 stock options, stock appreciation rights or restricted stock
otherwise than under this Plan, and such arrangements may be either applicable
generally or only in specific cases.

15.  Amendment

         The Board at any time, and from time to time, may amend this Plan,
subject to any required regulatory approvals and subject to the limitation that,
except as provided in Section 9 hereof, no amendment shall be effective unless
approved within 12 months after the date of the adoption of such amendment by
the affirmative vote of the holders of a majority of the shares of the Company's
Voting Stock present in person or represented by proxy at a duly held meeting at
which a quorum is present (or by such greater vote as may be required by
applicable law, regulation or provision of the Certificate of Incorporation or
Bylaws of the Company), or by written consent, if such amendment would, in the
absence of shareholder approval, cause Awards that would otherwise qualify as
Incentive Stock Options to fail to qualify as such or cause the Plan to fail to
comply with the requirements of Rule 16b3 after the Board determines to bring
the Plan into compliance with the requirements of such Rule.

         Except as provided in Section 9 hereof, rights and obligations under
any Awards granted before amendment of this Plan shall not be altered or
impaired by amendment of this Plan, except with the consent of the person to
whom the Award was granted.

16.  Termination or Suspension

         The Board at any time may suspend or terminate this Plan. This Plan,
unless sooner terminated, shall terminate on the 10th anniversary of its
adoption by the Board, but such termination shall not affect any Award
theretofore granted. No Award may be granted under this Plan while this Plan is
suspended or after it is terminated.

         Except as otherwise expressly provided herein, no rights or obligations
under any Award granted while this Plan is in effect shall be altered or
impaired by suspension or termination of this Plan, except with the consent of
the person to whom the Award was granted. Any Award granted under this Plan may
be terminated by agreement between the holder thereof and the Company and, in
lieu of the terminated Award, a new Award may be granted.

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17.  Continuation of Employment

         Nothing contained in this Plan (or in any written Award agreement)
shall obligate the Company or any Subsidiary to continue for any period to elect
any individual as a director or to employ an employee to whom an Award has been
granted, or interfere with the right of the Company or any Subsidiary to vary
the terms of such person's service or employment or reduce such person's
compensation.

18.  Exculpation and Indemnification

         To the extent permitted by applicable law and regulation, the Company
shall indemnify and hold harmless the members of the Board and the members of
the Committee from and against any and all liabilities, costs, and expenses
incurred by such persons as a result of any act, or omission to act, in
connection with the performance of such persons' duties, responsibilities, and
obligations under this Plan, other than such liabilities, costs and expenses as
may result from the negligence, gross negligence, bad faith, willful misconduct,
or criminal acts of such persons.

19.  Provision of Information to Award Recipients

         The Company shall provide each holder of an Award with Company
financial statements at least annually, except that the Company need not provide
such information to a holder of an Award who is an employee of the Company whose
duties insure that such holder of an Award has access to equivalent information.

20.  Headings

         Headings are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Plan.